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SYNCMOLD — Annual Report 2023
Jul 5, 2023
51868_rns_2023-07-05_985b7166-94ed-40dd-8348-5bf53320a469.pdf
Annual Report
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Stock Code : 1582
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Syncmold Enterprise Corp.
2022Annual 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 and Chinese versions, the Chinese version shall prevail.
Annual Report Website
Market Observation Post System : http://mops.twse.com.tw
Company Website : http://www.syncmold.com.tw
Printing Date : May 25, 2023
| I. Contact |
Information of Spokesperson and Deputy Spokesperson: | |
|---|---|---|
| Spokesperson | Deputy Spokesperson |
|
| Name:Daphne, Chang Name:Vick, Liu |
||
| Title:Deputy | General Manager Title:Assistant Manager |
|
| Contact Number:(02)6621-5888 Contact Number:(02)6621-5888 |
||
| E-mail: | E-mail: | |
| [email protected] [email protected] |
||
| II. Contact |
Information of the Head Office, Branch Offices and Factories: | |
| Item | Address | Telephone |
| Head Office | 9F., No. 168, Jiankang Rd., Zhonghe Dist., New Taipei City | (02)6621-5888 |
| Branch Office | n/a | n/a |
| Factory | No. 6, Ln. 403, Min’an Rd., Xinzhuang Dist., New Taipei City | (02)2202-9108 |
| Factory | 3F., No.348, Shanying Rd., Gueishan Dist., Taoyuan City | (03)263-0001 |
| III. Contact |
Information of the Share Transfer Agency: |
Name : CTBC Bank Co., Ltd Share Transfer Agency
Add : 5F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City
Tel : (02)6636-5566
Website : http : //www.chinatrust.com.tw
IV. Contact Information of the Certified Public Accountants for the Latest Financial
Report :
CPAFirm:Deloitte&Touche
Auditors : Tung-Feng Lee and Chih-Yuan Chen.
Add : 20F, No. 100, Songren Rd., Xinyi Dist., Taipei City
- Tel : (02)2725 9988
Website : http://www.deloitte.com.tw
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V. Overseas Trade Places for Listed Negotiable Securities : n/a.
-
VI. Company Website : www.syncmold.com.tw
Syncmold Enterprise Corp
Table of Contents
| Table of Contents | |
|---|---|
| I.、LETTER TO SHAREHOLDERS | 1 |
| 1.1 2021 OPERATINGRESULTS | |
| 1.2 2022 ANNUAL SUMMARY OF THE BUSINESS PLAN | |
| II.、COMPANYPROFILE | 4 |
| 2.1DATEOFINCORPORATION | 4 |
| 2.2COMPANY HISTORY | 4 |
| III.、CORPORATE GOVERNANCE REPORT | 7 |
| 3.1 ORGANIZATION | 7 |
| 3.2 INFORMATION ABOUT DIRECTORS,SUPERVISORS,PRESIDENT,VICE PRESIDENT, | |
| ASSISTANT MANAGERS,AND SUPERVISORS OF THE BRANCHES AND OFFICES | 9 |
| 3.3 CORPORATEGOVERNANCE | 24 |
| 3.4 AUDITFEES | 63 |
| 3.5 INFORMATIONFORCHANGEOFCPA | 63 |
| 3.6 THECHAIRMAN, PRESIDENT, ANDMANAGERSRESPONSIBLEFORFINANCEOR | |
| ACCOUNTINGWHOHADHELDA POSITIONINTHECPA OFFICEORITSAFFILIATES63 | |
| 3.7 CHANGESINTHESHARESHELDANDPLEDGEDBYDIRECTORS, SUPERVISORS, | |
| MANAGERS, ANDMAJORSHAREHOLDERSHOLDINGOVER10% OFOUTSTANDING | |
| SHARESINTHEMOSTRECENTYEARANDUPTOTHEPUBLICATIONOFTHEANNUAL | |
| REPORT | 63 |
| 3.8 TOP-10 SHAREHOLDERSBEINGTHERELATEDPARYTASDEFINEDINSTATEMENTOF | |
| FINANCEACCOUNTINGSTANDARDS | 65 |
| 3.9 THESHARESOFTHEINVESTEDCOMPANYHELDBYTHECOMPANY, THECOMPANY’S | |
| DIRECTORS, MANAGERS, ANDCOMPANIESCONTROLLEDDIRECTLYORINDIRECTLY, | |
| ANDTHEAGGREGATEDOVERALLSHAREHOLDINGRATIO | 66 |
| IV、CAPITAL OVERVIEW | 68 |
| 4.1 CAPITALANDSHARES | 68 |
| 4.2 CORPORATEBOND | 73 |
| 4.3 PREFERREDSTOCK | 75 |
| 4.4 ISSUANCEOFGLOBALDEPOSITAOYRECEIPTS | 75 |
| 4.5 EMPLOYEESTOCKOPTION | 75 |
| 4.6 NEWSHARESISSUEDFORMERGERORACQUISITIONS | 75 |
| 4.7 FINANCINGPLANSANDIMPLEMENTATION | 75 |
| V、OPERATION HIGHLIGHTS | 77 |
| 5.1 BUSINESSACTIVITIES | 78 |
| 5.2 OVERVIEWOFMARKET,PRODUCTION,ANDSALESMARKETANALYSIS | 86 |
| 5.3 INFORMATIONABOUTOFEMPLOYEE | 94 |
| 5.4 EXPENDITURESONENVIRONMENTPROTECTION | 94 |
| 5.5 EMPLOYEE/EMPLOYERRELATION | 94 |
| 5.6 IMPORTANTCONTRACTSANDAGREEMENTS | 95 |
| VI、FINANCIAL INFORMATION | 97 |
| 6.1 FIVE-YEARFINANCIALSUMMARY | 97 |
| 6.2 FINANCIALRATIOANALYSISFORRECENTFIVEYEARS | 101 |
| 6.3 THEAUDITCOMMITTEE’SREVIEWREPORT | 105 |
| 6.4 FINANCIALREPORT(CONSOLIDATED) | 106 |
|---|---|
| 6.5 FINANCIALREPORT(STAND-ALONE) | 106 |
| 6.6 IMPACTOFTHEFINANCIALDISTRESSOCCURREDTOTHECOMPANYANDAFFILIATES | |
| INRECENTYEARSUNTILTHEANNUALREPORTBEINGPUBLISHED | 106 |
| VII、REVIEW OF FINANCIAL CONDITIONS, OPERATING PERFORMANCE, AND | |
| RISK MANAGEMENT | 107 |
| 7.1 REVIEWANDANALYSISOFFINANCIALCONDITIONS | 107 |
| 7.2 REVIEWANDANALYSISOFFINANCIALPERFORMANCES | 108 |
| 7.3 REVIEWANDANALYSISOFCASHFLOW | 109 |
| 7.4 MAJORCAPITALEXPENDITURESINRECENTYEARSANDIMPACTSONFINANCIAL | |
| ANDOPERATIONALSITUATIONS | 109 |
| 7.5 INVESTMENTPOLICIESINRECENTYEARS | 109 |
| 7.6 SOURCESOFRISKSANDEVALUATIONS | 110 |
| 7.7 OTHERS | 113 |
| VIII、SPECIAL DISCLOSURE | 114 |
| 8.1 AFFILIATEDCOMPANIES | 114 |
| 8.2 PRIVATEPLACEMENTSECURITIESINTHELATESTYEAR | 121 |
| 8.3 THECOMPANY'SSHARESHELDORDISPOSEDBYSUBSIDIARIESINRECENTYEARS | |
| UNTILTHEANNUALREPORTBEINGPUBLISHED | 121 |
| 8.4 OTHERSUPPLEMENTARYINFORMATION | 121 |
| IX、PURSUANT TO THE ARTICLE 36-3-2 OF SECURITY EXCHANGE ACT, EVENT | |
| HAVING MATERIALI MPACT ON SHAREHOLDERS' EQUITY OR SHARE PRICE | |
| IN THE LATEST YEAR UNTIL THE ANNUAL REPORT BEING PUBLISHED | 121 |
I. Letter to Shareholders
Dear Shareholders and Ladies and Gentlemen,
Thank you for attending the Company’s 2022 General Shareholders' Meeting.
Due to the multiple challenges of rapid interest rate hikes, high inflation, and the energy crisis caused by the Russo-Ukrainian War during 2022, the global economic performance declined significantly, and the global display panel market experienced turbulent fluctuations. Various brand clients’ inventories continued to remain at a high level, causing them to take destocking measures, and the market demand has plummeted. Facing the headwind in this industry, the Company, on the one hand, enhanced the control over raw material procurement and personnel costs; on the other, we were committed to product diversification and industrial transformation and proactively developing new products. With the foreign exchange income, our revenue and profit for 2022 both increased compared with the prior year.
Looking ahead to 2023, market demand is still impacted by negative factors of high inflation and inventory adjustments. According to the latest survey by TrendForce, global LCD monitor shipments in 2022 were 134.8 million units, an annual decrease of 7%; the estimated shipments in 2023 are about 127.1 million units, an annual decrease of 5.8%. Facing the decrease in the liquid crystal display (LCD) shipments, we will enhance cost control, speed up the operation of factories in Southeast Asia to diversify our production sites, reinforce the security and resilience of our supply chain, and continue to integrate group-wide resources to increase product development efficiency and expand the scope of product applications, thereby improving our business momentum and strengthening the financial structure to ensure sustainable and steady growth.
2022 Operating Results:
1.1.1. Accomplishments in Implementation of Operation Plan
The Company rendered a consolidated operating revenue of 2022 worth NTD 9,809,443 thousand, a decrease of 3.78% from NTD 10,194,799 thousand in 2021. The sales gross profit of 2022 was 16.55%, an increase of 0.84% from 15.71% in 2021. The Company’s 2022 earnings per share were NTD 3.
1.1.2. Implementation on Budget Plan :
Unit : NT$ in thousands
| Un | it:NT$ in thou | ||
|---|---|---|---|
| Item | 2022actual | 2022 forecast | Achieving rate (%) |
| Operatingincome | 9,809,443 | 11,169,205 | 87.83 |
| Operatingcosts | 8,186,253 | 9,066,694 | 90.29 |
| Net operatingmargin | 1,623,190 | 2,102,511 | 77.20 |
| Operatingexpenses | 1,279,388 | 1,237,083 | 103.42 |
| Non-operating incomes and expenses |
263,687 | 54,506 | 483.78 |
| Profit before income tax | 607,489 | 919,934 | 66.04 |
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1.1.3 .Financial and Profitability Analysis :
(1) Financial Analysis
| 2021 | 2022 | Amount change |
Percentage change |
|---|---|---|---|
| 26,245 | 35,184 | 8,939 | 25.41 |
| 40,963 | 51,773 | 10,810 | 20.88 |
(2) Profitability
| (2)Profitability | ||
|---|---|---|
| Item | 2021 | 2022 |
| Return on Assets(%) | 2.26 | 3.53 |
| Return on equity(%) | 3.94 | 6.37 |
| OperatingProfit to Paid-in Capital(%) | 31.86 | 27.79 |
| Net Income before Tax to Paid-in Capital(%) | 31.09 | 49.10 |
| Net Profit Margin(%) | 2.36 | 3.85 |
| Earnings per share(NT$) | 2.03 | 3.00 |
1.1.4. Research & Development :
The Company continued to increase its expenditure on research and development and constantly expanded its development of new technologies in 2022, with more than 140 invention and utility model patents acquired. Most of them had to do with the sockets of LCD monitors, which clearly shows the leading position of the Company in monitor bearings and sockets. The Company’s research and development are focused primarily on LCD monitor sockets, e-sports monitor sockets, AIO sockets, and TV sockets.
In addition to continuing with the research and development of monitors, AIO, and TV sockets, the Company is committed to the R&D of other products and introduction of new technologies. We tap into the synergy from the acquisition of Gatetech Technology Inc. and Leohab Enterprise Co., Ltd. to improve our manufacturing and assembly capabilities for magnesium alloy die-casting, small precision bearings, and stamped mechanical components, which may be applied to wearable devices, automotive markets, bearings of various electronic products, and fitness equipment.
- 1.2 Outline of the 2023 business plan
1.2.1. Business policy:
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(1) Establish a group-level strategic procurement center to effectively control the cost structure.
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(2) Set up new overseas R&D centers to improve product development efficiency, thereby increasing revenue growth momentum.
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(3) Strengthen the risk management mechanism and coping strategies.
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(4) Continue to integrate the Group's resources to improve operational efficiency.
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1.2.2. Expected sales quantity :
The Company didn’t prepare 2023 financial forecasts for the public, so there was no expected sale volume and its reference.
1.2.3.Important production and marketing policy :
The Company will adjust its production structure to focus on cost reduction and efficiency improvement. Additionally, we will continue to research and develop new
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technologies to enter emerging high-growth markets and achieve optimal operational performance.
1.2.4. Future corporate development strategy :
Looking ahead, our company not only aims to maintain its presence in the existing display stand market but also actively integrates the technological advantages of mainland China in small precision bearings and precision metal components. We are committed to developing differentiated small precision bearings for various markets, thus expanding into more high-value niche markets.
1.2.5. Influences on outside competition, regulatory and macro economy :
In terms of overall business environment, our company faced challenges in the fiscal year 111 due to factors such as rising raw material prices and a decrease in global demand for LCD displays, resulting in limited profit margins. Furthermore, we have encountered strong competition from external peers. However, our company has invested significant efforts in the hub and display stand sectors for many years, accumulating valuable patents and establishing long-term and stable partnerships with international giants. These factors have positioned us favorably in securing orders from major international manufacturers.
Chairman CEO
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II. Introduction of the Company
- 2.1 Date of Incorporation
July 7th, 1979
Contact Information of Head Office, Branch Office, and Factory
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Head Office Address : 9F., No. 168, Jian kang Rd., Zhon ghe Dist., New Taipei City Tel :( 02 ) 6621-5888 。
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Branch Office : n/a
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Factory Address : No. 6, Ln. 403, Min’an Rd., Xin zhuang Dist., New Taipei City
Tel :( 02 ) 2202-9108
2.2 Company History
| Year | Item |
|---|---|
| July 1979 | Syncmold Co., Ltd. was established with a capital of NT$ 500,000 and engaged inplastic mold manufacture. |
| August 1980 | Capital increased by Cash of NT$ 1.5 million,Paid-in capital after the capital increasewasNT$2 million. |
| June 1987 | Expansion led to the acquisition of a new plant in Xin Zhuangcity,Taiwan. |
| November 1988 | Synsmold increased capital with cash to NT$ 10,000,000 paid-up capital after capital increase as 12,000,000and adopted the name: Syncmold EnterpriseCorp. |
| August 1997 | Capital increased by Cash of NT$ 13 million,Paid-in capital after the capital increasewasNT$25million. |
| December 2004 | Capital increased by Cash of NT$ 125 million. Paid-in capital after the capital increasewasNT$150million. Grated ISO 9001:2000 Certification. |
| February2005 | GratedISO14001Certification. |
| May 2005 | Reinvested Fuzhou Fulfil Tech Co., Ltd for the manufacture and sales of monitor hingeproducts. |
| June 2005 | Capital increased by retained earnings of NT$ 30 million and capital increased by Cash with NT$ 70 million. Paid-in capital after the capital increase was NT$ 250 million. |
| November 2005 | FinancialSupervisory Commission approved the request for apublic offering. |
| December 2005 | Syncmold stocks formallytraded over the counter. |
| December 2005 | Reinvested Wuhan Fulfil Electronic Hardware Co., Ltd 100% ownership from thirdplace companyfor the manufacture and sales of molds and hingeproducts. |
| December 2005 | Reinvested Fujian Khuan Hua Precise Mold Co., Ltd (51.4% ownership) for the manufacture and sales of molds. |
| April 2006 | Reinvested Fuqing Foqun Co., Ltd 100% ownership for the manufacture and sales of castproducts. |
| April 2006 | Wuhan Fulfil Electronic Hardware Co., Ltd, the subsidiary of Synsmold, adopted the name: Wuhan Foqun Electronic HardwareCo.,Ltd. |
| May2006 | Fujian Khuan Hua Precise Mold Co.,Ltd became whollyowned subsidiaryof |
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| Syncmold.Afterthe48.6%reinvestment. | |
|---|---|
| May 2006 | Reinvested Highgrade Tech Co, Ltd (51.4% ownership) for the design and sales of TV wall mount and projectorceilingmount products. |
| 2006 June | Reinvested Tianjin Foqun Electronic Hardware Tech. Co., Ltd 100% ownership for the manufacture and sales of molds and hingeproducts. |
| 2006 October | Capital increased by retained earnings of NT$ 58.1 million. Paid-in capital after the capital increasewasNT$ 308.1 million. |
| November 2006 | IPOonOTC was approved. |
| January 2007 | Syncmold officially listed on OTC. Capital increased by cash of 41.9 million. Paid-in capital after the capital increasewasNT$ 350million. |
| May 2007 | Obtained 100% of the shares of Full Big Limited through subsidiary situated in another country, engages in investments in subsidiaries in China and international trade. |
| September 2007 | Capital increased by retained earnings of NT$ 65 million. Paid-in capital after the capital increasewasNT$415million. |
| December 2007 | Obtained 100% of the shares of Forever Business Development Limited, engages in investments in subsidiaries inChina and international trade. |
| April 2008 | Boards approved the mergewithShenzhen Fulfil Tech. Co.,Ltd. |
| June 2008 | Reinvested Shenzhen Fulfil Tech. Co., Ltd for the manufacture and sales of hinge products. |
| September 2008 | Capital increased by retained earnings of NT$ 30.75million and employee stock option certificates to common share of 4.815 million. Paid-in capital after the increasewasNT$455.65million. |
| December 2008 | Merged with Fulfil Tech. Co., Ltd with new issuance of NT$ 901.12 million. The capitalwas NT$1,351.685million. |
| August 2009 | Employee stock option certificates to common share of NT$ 2.07 million. Paid- in capital after the increasewasNT$1,353.755million. |
| December 2009 | Syncmold officiallylisted on TSE. |
| April 2010 | Employee stock option certificates to common share of NT$ 4.7 million. Paid-in capital after the increasewasNT$1,358.455million. |
| September 2010 | Employee stock option certificates to common share of NTD 1.953 million. Paid- incapitalaftertheincrease was NT$1,360.4075million. |
| July 2011 | Corporate bond to common share of 5.976 million,Paid-in capital after the increasewasNT$1,366.38355million. |
| October 2012 | Bond option certificates to common share of NTD 11.774million. Paid-in capital after the increasewasNT$1,378.15765million. |
| November 2012 | Invested 100% equity of Chongqing Fulfil Tech Co., Ltd. through a third location subsidiary,engagingin the sales and manufacture of base and hingeproducts. |
| February 2013 | Corporate bond to common share of NT$ 44.354 million. Paid-in capital after the increasewasNT$1,422.5117 million. |
| April 2013 | Corporate bond to common share of NT$ 46.220 million. Paid-in capital after the increase was NT$1,468.73206 million. |
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| August 2013 | Corporate bond to common share of NT$ 17.188 million. Paid-in capital after the increase was NT$1,485.92078million. |
|---|---|
| December 2013 | Corporate bond to common share of NT$ 12.642million. Paid-in capital after the increasewasNT$1,498.56339million. |
| June 2016 | Syncmold Enterprise Co., Ltd. was founded, engaging in the sales of electronic components. |
| May 2017 | Corporate bond to common share of NT$ 35.25 million. Paid-in capital after the increasewasNT$1,533.81309million. |
| June 2017 | Corporate bond to common share of NT$ 51.428 million. Paid-in capital after the increasewasNT$1,585.24088million. |
| September 2017 | Corporate bond to common share of NT$ 30.130 million. Paid-in capital after the increasewasNT$1,615.37043million. |
| December 2017 | Corporate bond to common share of NT$ 20.362 million. Paid-in capital after the increasewasNT$1,635.73231 million. |
| April 2018 | Corporate bond to common share of NT$ 13.923 million. Paid-in capital after the increasewasNT$1,648.65561 million. |
| September 2018 | Capital reduction by cash of NT$ 412.414 million. Paid-in capital after the reductionwasNT$1,237.24171 million. |
| November 2019 | Invested in the equity of Gatetech Technology Inc. 73.82%, this company engages in manufacturing and selling aluminum-magnesiumalloy die casting products. |
| December 2019 | Investing in establishing the subsidiary in Vietnam of 100% equity, this company engages in manufacturingand sellingLCD monitor stand,hingeproducts. |
| February, 2020 | Invested in and set up the subsidiary in Malaysia holding 100% shares, whose scope of operation includes trading of electronic parts, imports and exports, customer support,and service center. |
| February, 2020 | Invested in and set up the subsidiary in Singapore holding 100% shares, whose scope of operation includes trading of electronic parts, imports and exports, and design of electronicparts andproducts. |
| May 2020 | Invested in and set up the subsidiary in Thailand holding 100% shares, whose scope of operation includes processing and manufacturing, trading, and related imports and exports of electronicparts. |
| December 2020 | Invested in LEOHAB ENTERPRISE CO., LTD. holding 70% shares, whose scope of operation includes plastic injection molding and metal stamping and forming. |
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III. Corporate Governance Report
3.1 Organization
3.1.1 Organization Chart
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3.1.2 Major Corporate Functions
| Department | Functions |
|---|---|
| General Manager | 1.Responsible for all shareholders according to the resolution of the board of directors. 2. Ensure the company's operations and future development direction. 3.Approval of major decisions of the company and the signing of important contracts. 4.Determination of the company's overall business objectives and implementationplans. |
| Internal Auditing | 1.Inspection and evaluation of the soundness, rationality, and effectiveness of the company's internal control system. 2.Investigation and evaluation of the efficiency of each department in the company in implementingthe company'splans orpolicies and its assigned functions. |
| Information and Supply Chain Management |
1.Planning and integration of group ERP system management. 2.Coordination of the Group's computer hardware and software and planning of network security and system integration. 3.Groupsupplychain management, process improvement,and cost control. |
| Investment and Corporate Information |
1.Responsible for external communications with institutions and the press on behalf of the Group. 2. Planning for external investment assessment, execution of plan and management of follow- up. |
| Business | 1.Determination of sales budget and execution. 2.Product quotation, order receipt, and collection of payment. 3.Maintenance of existing customer service, development of new customers and new orders.。 |
| Factory Affairs | 1.Responsible for production scheduling, manufacturing process, and quality confirmation. 2.Maintenance of manufacturing equipment maintenance. 3.Maintenance measures for personal safety and quality of the work environment, and maintain 5S cleanness. 4.Warehouse layout and shelf planning, entry and exit of material and inventory management,maintenance of warehouse security,etc. |
| Research and Development |
1.Research and development of patents and technologies for hinge products. 2.Development of hinges and bases for various monitors, TVs, and 3C products. 3.Trial of various 3Cproduct base samples and verification of customer recognition. |
| General Administration |
1.Responsible for the production and analysis of group accounting, taxation, customs, and financial statements. 2.Responsible for the management of the Group’s funds and budget, analysis of cost and evaluation of business performance. 3.Recruitment, attendance management, employee education and training, performance appraisal planning and execution. 4.Procurement for general affairs and asset management. 5.Shareholder's affair and related matters. |
| Audit Committee | 1. Preparation or revision of the internal control system as required by Article 14-1 of the Securities and Exchange Act. 2. Evaluation of the effectiveness of the internal control system. 3. Revision or amendment of the procedures for acquiring or disposing of assets, trading derivatives, lending funds to others, providing endorsements or guarantees to others, among other major financial operations as required by Article 36-1 of the Securities and Exchange Act. 4. Matters involving the interests of the Board directors. 5. Trading of major assets or derivatives. 6. Major lending of assets, endorsements, or guarantees. 7. Raising, issuance, or private placement of equity securities. 8. Delegation, dismissal of CPAs or their compensation. 9. Appointment or dismissal of the head of finance, accounting, or internal audit. 10. Annual Financial Statement and Semi-Annual Financial Statement. 11. Other important matters as specified bythe Companyor the competent authority. |
| Remuneration Committee |
1. The remuneration committee has more than 1/2 (inclusive) seats held by independent directors. 2. The relevant remunerations of directors, supervisors and managers will be reviewed by the Compensation Committee and implemented after approval by the board of directors. 3. Formulate and regularly review the long-term performance goals and salary policies and systems of directors, supervisors and managers. 4. The Remuneration Committee convenes a regular meeting at least once every six months. For the meeting of the committee and the attendance rate of each member, please refer to the company's annual reports. |
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3.2 Information about directors, supervisors, president, vice president, assistant managers, and supervisors of the branches and offices
3.2.1 Directors and Supervisors
3.2.1.1 Information on Directors and Supervisors
| 3.2.1 Directors and Supervisors 3.2.1.1 Information on Directors and |
3.2.1 Directors and Supervisors 3.2.1.1 Information on Directors and |
3.2.1 Directors and Supervisors 3.2.1.1 Information on Directors and |
3.2.1 Directors and Supervisors 3.2.1.1 Information on Directors and |
3.2.1 Directors and Supervisors 3.2.1.1 Information on Directors and |
Supervisors | Supervisors | Supervisors | Supervisors | Supervisors | Supervisors | Supervisors | Supervisors | Supervisors | Supervisors | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 18,2023 | |||||||||||||||||||
| Title | Nationality or Place of Registration |
Name |
Gender / Age |
First Elected Date |
Elected Date |
Term | Shares held when elected |
Current shareholding |
Shares currently held by their spouses and minor children |
Shares Held in the name of others |
Main working (education) experience |
Concurrent positions in the Company and other companies |
Other heads, directors, or supervisors as spouse or kin within the second degree |
||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relation | |||||||||
| Chairman | Republic of China |
Chiu- Lang, Chen |
Male 61-70 |
1979.07.07 | 2020.06.18 | 3 year |
5,508,211 | 4.45% | 8,708,211 | 7.04% | 93,022 | 0.08% | 2,300,000 | 1.86% | Yang-Tze High School |
Chairman and president of Syncmold Chairman of: -Enterprise(SAMOA) Corp -Forever Business Development Ltd. -Grand Advance Inc. -Fullking Development Ltd. -Canford International Ltd. -Full Glary Holding Ltd. -Full Celebration Ltd. -Syncmold Enterprise (USA) Corp., GatetechTechnology Inc., GATECH HOLDING LTD., GATECH INTERNATIONAL LTD. Director of Leohab Enterprise Co.,LTD. |
Director | Chien- Yuan, Chen. |
Son |
| Director | Republic of China |
Fortune Investment Co.,Ltd. |
NA |
2020.06.18 | 2020.06.18 | 3 year |
5,200,139 | 4.20% | 5,200,139 | 4.20% | — |
— | — | — | — | — | — | — |
— |
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| Republic of China |
Chien- Yuan, Chen. |
Male 41-50 |
2020.06.18 | 2020.06.18 | 3 year |
2,551,717 | 2.06% | 2,529,717 | 2.04% | — |
— | — | — | Bachelor of Commerce, CQU, A.U.S Master of Human Resource Management, GU,A.U.S |
Chairman of Fortune Investment Co., Ltd. |
Chairman |
Chiu- Lang, Chen |
Father | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Republic of China |
Shu-Yen, Chuang |
Female 61-70 |
2017.06.13 | 2020.06.18 | 3 year |
1,918,684 | 1.55% | 1,918,684 | 1.55% | — |
— | — | — | Kuo-Kou High School |
Chairman of Tai Hsin Investment Co., Ltd., and Chia Hsuan Investment L Co., Ltd. |
— | — |
— |
| Independent Director |
Republic of China |
Yung-Lu, Tsai |
Male 61-70 |
2005.05.24 | 2020.06.18 | 3 year |
— | — | — | — | — | — | — | — | MBA., University of Missouri, U.S. B.B.A., Transportation and Logistics Management, Chiao Tung University |
Apex Biotechnology Co. |
— | — |
— |
| Independent Director |
Republic of China |
Shih- Kuang, Tsai |
Male 51-60 |
2020.06.18 | 2020.06.18 | 3 year |
— | — | — | — | — | — | — | — | Accounting Institute , National Taiwan University |
CPA of T.K. Tsai & Co., CPAs、 Independent director of Yung Shin Global Holding Co., Ltd.、 Independent director of Yung Shin Pharmaceutical Industrial Co., Ltd.、 Supervisor of Zhi- Hang Technology Co., Ltd.、 Independent director of AIC Inc.、 Independent director of OPTO TECH CO. |
— | — |
— |
| Independent Director |
Republic of China |
Da-Ho, Yen |
Male 71-80 |
2020.06.18 | 2020.06.18 | 3 year |
— | — | — | — | — | — | — | — | Law, National Taiwan University |
Independent director of Taipei Star Bank、Independent director of AAEON |
— | — |
— |
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| Master of Laws, SMU, U.S. |
Technology Inc.、 Representative director of Tatung Inc.、Independent director of Taiwan FamilyMart Co., Ltd. |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director |
Republic of China |
Hui-Chin, Chiu |
Male 61-70 |
2020.06.18 | 2020.06.18 | 3 year |
— | — | — | — | — | — | — | — | Master of Industrial Engineering and Management, National Taipei University of Technology EMBA, National Taiwan University |
Executive Director/CSO, Ju Teng International Holdings Ltd. |
— | — |
— |
(1-1)Major shareholders of institutional shareholders
| (1-1)Major shareholders | of institutional shareholders |
|---|---|
| April 18,2023 | |
| Name of institutional shareholder | Major shareholders of institutional shareholders |
| Fu Yan Investment Corporation | Chen, Chien-Yuan (49.9%) Chen,Chien-Hung (49.9%) |
- 11 -
3.2.1.2 Disclosure of Professionalism of Directors and Supervisors and Independence of Independent Directors
| Criteria Name |
Professionalism and experience |
Fulfillment of independence | Number of companies where the person serves as an independent director |
|---|---|---|---|
| Chairman Chen, Chiu- Lang |
With at least five years of work experience required to cope with business affairs and the Company’s operations and with nearly 30 years of commitment to related fields in the parts and components sector, professional leadership, decision-making capability, and abundant industrial knowledge. |
N/A |
─ |
| Directors Chen, Chien-Yuan |
With at least 5 years of work experience required to cope with corporate finance and business affairs and with international market views and the ability to decide and determine operational competition. |
N/A |
─ |
| Directors Chuang, Shu-Yen |
With at least 5 years of work experience to cope with the Company’s operations, current Chairman of Tai Hsin Investment Co., Ltd., Chairman of Picowin Investments Limited, and Director of Gatetech Technology Inc., and has abundant industrial knowledge andprofessional operational and management skills. |
N/A |
─ |
| Independent Director Tsai, Yung- Lu |
With at least 5 years of work experience required to cope with the Company's operations and international market views, operational, management, and crisis management capabilities, and no conditions under Article 30 of the Company Act. |
1. The person, the spouse, or a relative within the second degree of kinship, is not the director, supervisor, or employee of the Company or any of its affiliates. 2. The person, the spouse, or a relative within the second degree of kinship is holding shares of the Company in person or someone else’s name. 3. Not a director, a supervisor, or an employee of a company in a specific relationship with the Company, 4. No rewards were received for commercial, legal, financial, and accounting service provided to the Company or any of its affiliates within the most recent 2years. |
1 |
- 12 -
| Independent Director Tsai, Shih- Kuang |
With at least 5 years of work experience required to cope with the Company’s operations and the specialized profession as shown on the CPA Certificate, the current President of T.K.TSAI & CO., CPAS, with professional financial tax knowledge and abundant experience in corporate governance, and conditions under Article 30 of the Company Act. |
1. The person, the spouse, or a relative within the second degree of kinship, is not the director, supervisor, or employee of the Company or any of its affiliates. 2. The person, the spouse, or a relative within the second degree of kinship is holding shares of the Company in person or someone else’s name. 3. Not a director, a supervisor, or an employee of a company in a specific relationship with the Company, 4. No rewards were received for commercial, legal, financial, and accounting service provided to the Company or any of its affiliates within the most recent 2years. |
3 |
|---|---|---|---|
| Independent Director Yen, Ta-Ho |
With at least 5 years of work experience required to cope with the Company’s operations and the specialized profession as shown on the Prosecutor Certificate, former Prosecutor General, has professional legal knowledge and decision-making capability, and no conditions under Article 30 of the Company Act. |
1. The person, the spouse, or a relative within the second degree of kinship, is not the director, supervisor, or employee of the Company or any of its affiliates. 2. The person, the spouse, or a relative within the second degree of kinship is holding shares of the Company in person or someone else’s name. 3. Not a director, a supervisor, or an employee of a company in a specific relationship with the Company, 4. No rewards were received for commercial, legal, financial, and accounting service provided to the Company or any of its affiliates within the most recent 2years. |
3 |
| Independent Director Chiu, Hui- Chin |
With at least 5 years of work experience required to cope with the Company's operations and prior Chief Executive Officer of Lite- On Technology, risk management, diversified industrial knowledge and decision-making capability, and no conditions under Article 30 of the Company Act. |
1. The person, the spouse, or a relative within the second degree of kinship, is not the director, supervisor, or employee of the Company or any of its affiliates. 2. The person, the spouse, or a relative within the second degree of kinship is holding shares of the Company in person or someone else’s name. 3. Not a director, a supervisor, or an employee of a company in a specific relationship with the Company, 4. No rewards were received for commercial, legal, financial, and accounting service provided to the Company or any of its affiliates within the most recent 2years. |
─ |
Diversification and Independence of Board of Directors
a. Diversification of Board of Directors
- 13 -
According to Article 20 of the Company’s “Corporate Governance Best Practice Principles”, the diversification policy on the composition of the Board of Directors shall include, without limitation, professional knowledge and skill, industrial experience, gender, age, nationality, and culture, etc. Members of the Board of Directors shall possess the knowledge, skills, and attainments needed to perform their duties. The capabilities expected of the Board of Directors as a whole for the sake of achieving the ideal goals of corporate governance are as follows:
- Operational 3. Operational 5. Industrial 7. Leadership 9. Risk judgment management knowledge management. 2. Accounting and 4. Crisis 6. International 8. Decision10. Corporate financial analysis management market making governance. capabilities capability views capability
Substantial goals of the Board of Directors diversification policy and their fulfillment:
In order to reinforce corporate governance and boost the diversified complementary skills of the directors, while selecting directors, the Company considers not only their own professional background but also diversification. The Company’s Board of Directors consists of 7 directors. At present, fulfillment of the diversification policy includes the inclusion of 4 independent directors, accounting for 57% and 14% of female directors in terms of gender representation. The age range of the Board of Directors is between 40 to 70 years old. Diversification and professional skills of the Board of Directors are as follows:
==> picture [670 x 209] intentionally omitted <==
- 14 -
b. Independence of Board of Directors
The Company’s Board of Directors consists of 7 directors, including 4 independent directors, accounting for 57% and no more than two directors are each other’s spouse or relative within the second degree of kinship. There are no circumstances specified in Article 26-3 Paragraphs 3 and 4 of the Securities and Exchange Act. All of the Company’s independent directors fulfill the requirements for independent directors set by the Financial Supervisory Commission.
- 15 -
3.2.2 President 、 V.P. 、 A.V.P. 、 Management Team
April 18, 2023
| 3.2.2 Presid | ent、V.P. | 、A.V. | P.、M | anageme | nt Team | nt Team | April 18,2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality or Place of Registration |
Name |
Gender | Elected Date |
Current shareholding |
Shares currently held by their spouses and minor children |
Shares Held in the name of others |
Main working (education) experience |
Concurrent positions in the Company and other companies |
Spouse or relatives within two degrees who are managers |
Management obtains employee stock option certificate |
|||||
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Chairman and President |
Republic of China |
Chiu- Lang, Chen |
Male | 2020.6.29 | 8,708,211 | 7.04% | 93,022 | 0.08% | 2,300,000 | 1.86% | Yang-Tze High School |
Chairman and president of Syncmold Chairman of: -Enterprise(SAMOA) Corp -Full Big Limited -Forever Business Development Ltd. -Grand Advance Inc. -Fullking Development Ltd. -Canford International Ltd. -Full Glary Holding Ltd. -Full Celebration Ltd. -Syncmold Enterprise (USA) Corp.,Gatetech Technology Inc.,GATECH HOLDING LTD., GATECH INTERNATIONAL LTD. Director of Leohab Enterprise Co.,LTD. |
— | — | — | — |
| President Component Assembly BG |
Republic of China |
Tim, Weng |
Male | 2008.12.16 | 2,747,581 | 2.22% | — | — | — | — | Mechanical Engineering, Lee- Ming Institute of Technology Sales Manager, Kernan Technology Co., Ltd. Sales Manager, CherngJyieh Corp. |
Director of GatetechTehnology Inc. Chairman of Leohab Enterprise Co., LTD. |
— | — | — | |
| V.P. | Republic of China |
Connie, Hsu |
Female |
2006.6.1 | 2,888 | 0.00% | — | — | — | — | Accounting, National Taiwan University E.M.B.A., National Taiwan University |
— | — | — | — |
- 16 -
| V.P., Fubon Securities Co.Ltd. CPA |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| V.P. | Republic of China |
Gray, Yan |
Male | 2008.12.16 | 9,000 |
0.01% | — | — | — | — | Master, Mechanical Engineering, National Cheng- Kung University (NCKU) Researcher, BenQ Corporation Manager, SHL Technology Co., Ltd. |
— | — | — | — | |
| V.P. | Republic of China |
Alex, Cheng |
Male | 2015.7.1 | 15,926 | 0.01% | — | — | — | — | Lunghwa University of Science and Technology (LHU) Factory Chief, Heng Rise Co., Ltd. |
President, Fu Zhon Fulfil Tech Co., Ltd. |
— | — | — | |
| V.P. | Republic of China |
Daphne, Chang |
Female |
2013.4.22 | 3,000 | 0.00% | — | — | — | — | M.B.A., National Taiwan University Manager, Winbond Electronics Corp. Research Assistant Manager, China Development Financial Holding Corp. Supervisor, Cathay Life Insurance Co., Ltd. |
Core Bio Technologies Co., Ltd. |
— | — | — | |
| V.P. (Note 1) |
Republic of China |
Peter, Huang |
Male | 2020.11.1 | — | — | — | — | — | — | Department of Mechanical Engineering, NTUT Manager, LITE-ON Technology Co., Ltd. Director, Wistron Co.,Ltd. |
— | — | — | — |
- 17 -
| A.V.P. | Republic of China |
Y.Y., Hsieh |
Male | 2011.5.16 | — | — | — | — | — | — | Mechanical Engineering, Chung Yuan Christian University Manager, Attotek Technology Co., Ltd. |
— | — | — | — | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A.V.P. | Republic of China |
Phillip, Cheng |
Male | 2015.7.1 | — | — | — | — | — | — | Accounting, TungHai University Senior Manager, Fubon Securities Co.Ltd. |
— | — | — | — | |
| A.V.P. | Republic of China |
Randy, Lin |
Male | 2015.2.24 | 1,500 | 0.00% | — | — | — | — | LiRen Private High School Manager, United Fu Shen ChenTechnology Corp. |
— | — | — | — | |
| A.V.P. | Republic of China |
Monty, Chen |
Male | 2019.1.1 | — | — | 2,250 | 0.00% | — |
— | Mechanical Engineering, China University of Science and Technology |
— | — | — | — | — |
| A.V.P. | Republic of China |
Toni, Kao |
Male | 2019.1.1 | — | — | — | — | — | — | Sports and Leisure, National Dong Hwa University (NDHU) Sales manager, Universal Weight Electronic Co., Ltd. |
— | — | — | — | — |
- 18 -
| Title | Nationa lity or Place of Registra tion |
Name |
Gend er |
Elected Date |
Current shareholding |
Current shareholding |
Shares currently held by their spouses and minor children |
Shares currently held by their spouses and minor children |
Shares held in the name of others |
Shares held in the name of others |
Shares held in the name of others |
Concurrent positions in the Company and other companies |
Spouse or relatives within two degrees who are managers |
Spouse or relatives within two degrees who are managers |
Spouse or relatives within two degrees who are managers |
Managem ent obtains employee stock option certificate |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relatio n |
||||||||
| A.V.P. | Republic of China |
Scott, Lu |
Male | 2020.1.1 | — | — | — | — | — | — | Department of Industrial Management, National Taiwan University of Science and Technology Manager of Good Way TechnologyCo. Ltd. |
— | — | — | — | |
| A.V.P. | Republic of China |
Alvin, Chen |
Male | 2021.1.1 | 2,000 | 0.00% | — |
— | — | — | Geological Sciences, PhD, National Taiwan University Examiner, Intellectual PropertyOffice |
— | — | — | — | |
| A.V.P. | Republic of China |
Dennis. Liu |
Male | 2023.1.1 | — | — | — | — | — | — | Hwa Hsia University of Technology Mechanical Engineering TCEC CORPORATION Engineering |
— | — | — | — | |
| Chief Audit Executive |
Republic of China |
Carrie, Wang |
Female | 2017.12.29 | — |
— | — | — | — | — | Accounting and Information, Chang Jung Christian University (CJCU) Auditor, UHY L&C Company, CPAs Internal Auditor, Yem Chio Co.Ltd. CPA (Accountant of higher examination) CIA (Certified Internal Auditor) |
— | — | — | — |
- 19 -
3.2.3. Remuneration paid to Directors and management team
3.2.3.1 Remunerations of Directors for 2022
unit : NT$ in thousands
| unit:NT$ in | unit:NT$ in | thousands | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remunerations of Directors (Note 1) | Ratio of Total Remuneration (A+B+C+D) to net income % |
Relevant Remuneration Received by Directors who are Also | Ratio of Total Compensation (A+B+C+D+E+F+G ) to net income % |
Compensatio n Paid to Directors from an Invested Company Other than the Company’s subsidiary |
||||||||||||||||||
Employees (Note 1) |
||||||||||||||||||||||||
| Basic Compensation (A) |
Severance Pay (B) |
Directors Compensation (C) |
Allowances (D) | Salary, bonuses and allowance (E) |
Severance Pay (F) |
Employee Compensation (G) |
||||||||||||||||||
| A | B | A | B | A | B | A | B | A | B | A | B | A | B | A | B | A |
B | |||||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||||
| Chairman | Chiu-Lang,Chen | - | - | - | - | 1,800 | 1,800 | 150 | 180 | 0.53% | 0.53% | 3,200 | 3,200 | - | - | - | - | - | - | 1.39% | 1.40% | N/A | ||
| Director | Fortune Investment. | |||||||||||||||||||||||
| Director | Shu-Yen,Chuang | |||||||||||||||||||||||
| Independent Director |
Yung-Lu, Tsai | - | - | - | - | 8,000 | 8,000 | 400 | 400 | 2.26% | 2.26% | - | - | - | - | - | - | - | - | 2.26% | 2.26% | N/A | ||
| Independent Director |
Shih- Kuang, Tsai | |||||||||||||||||||||||
| Independent Director |
Da-Ho, Yen | |||||||||||||||||||||||
| Independent Director |
Hui-Chin, Chiu | |||||||||||||||||||||||
| 1.Described Independent Director remuneration policies, system, standard and structure, and its linkage of remuneration amount in accordance with responsibilities, risk, engaged time and other factors: According to Articles of Corporation, distribution of employee remuneration and profit before remuneration of Director or Supervisor shall be deducted at Pre-Tax Income of the fiscal year, and the Company shall retain the amount of accumulated losses, if there is still a balance, shall allocate the remuneration of Director or Supervisor which is not higher than 2%. The Company established “Remuneration Management Measures for Director, Supervisor, Functional Committee Member and Managers”, the structure of Director remuneration includes remuneration, remuneration of earrings distribution and executive business fee, in addition to execution cost, remuneration amount shall refer to Director’s attendance condition of Board of Directors, engaged time in daily affairs and operation management of the Company, providing proposal direction times for operation management and contribution value, and compare with comprehensive consideration of domestic, overseas industrial standards and other factors, the Company shall provide the proposals approved by Remuneration Committee, and report to Board of Directors for approval and execution. 2. In addition to above table, director remuneration for their services in the most recentyear: NT$ 90,000. |
- 20 -
Range of Remuneration
| Range of Remuneration | Range of Remuneration | Range of Remuneration | Range of Remuneration | |
|---|---|---|---|---|
| Range of Director Remuneration | Names of Directors |
|||
| First four categories of remuneration (A+B+C+D) | First seven categories of remuneration (A+B+C+D+E+F+G) | |||
| Syncmold | Consolidated subsidiaries(H) | Syncmold | Consolidated subsidiaries(I) | |
| Under NT$1,000,000 | Chiu-Lang, Chen Shu-Yen, Chuang Fortune Investment Co.,Ltd |
Chiu-Lang, Chen Shu-Yen, Chuang Fortune Investment Co.,Ltd |
Shu-Yen, Chuang Fortune Investment Co.,Ltd |
Shu-Yen, Chuang Fortune Investment Co.,Ltd |
| NT$1,000,001 – NT$2,000,000 | 0 | 0 | 0 | 0 |
| NT$2,000,001 – NT$3,500,000 | Yung-Lu, Tsai Hui-Chin, Chiu Da-Ho, Yen Shih- Kuang,Tsai |
Yung-Lu, Tsai Hui-Chin, Chiu Da-Ho, Yen Shih- Kuang,Tsai |
Yung-Lu, Tsai Hui-Chin, Chiu Da-Ho, Yen Shih- Kuang,Tsai |
Yung-Lu, Tsai Hui-Chin, Chiu Da-Ho, Yen Shih- Kuang,Tsai |
| NT$3,500,001 – NT$5,000,000 | 0 | 0 | Chiu-Lang,Chen | Chiu-Lang,Chen |
| NT$5,000,001 – NT$10,000,000 | 0 | 0 | 0 | 0 |
| NT$10,000,001 – NT$15,000,000 | 0 | 0 | 0 | 0 |
| NT$15,000,001 – NT$30,000,000 | 0 | 0 | 0 | 0 |
| NT$30,000,001 – NT$50,000,000 | 0 | 0 | 0 | 0 |
| NT$50,000,001 – NT$100,000,000 | 0 | 0 | 0 | 0 |
| Over NT$100,000,000 | 0 | 0 | 0 | 0 |
| Total | 7 | 7 | 7 | 7 |
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3.2.3.3 Remunerations of President and V.P. for 2022
Unit : NT$ in thousands
| Unit:NT$ in thousands | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severance Pay (B) |
Bonuses and Allowance etc. (C) |
Employee Compensation (D) | Ratio of total (A+B+C+D) |
compensation to net income |
Compensation Paid to the President and Vice Presidents from an Invested Company Other than the Company’s subsidiary |
||||||
| A | B | A | B | A | B | A | B | A |
B | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| Chairman and President |
Chen, Chiu- Lang |
7,874 | 7,874 | - | - | - | 16,400 | 8,000 | - |
8,000 | - |
4.28% | 8.69% | N/A |
| President Component AssemblyBG |
Tim, Weng | |||||||||||||
| V.P. | Connie, Hsu | |||||||||||||
| V.P. | Gray, Yan | |||||||||||||
| V.P. | Alex, Cheng | |||||||||||||
| V.P. | Daphne, Chang | |||||||||||||
| V.P. | Peter,Huang |
Note 1: Column A represents the Company; Column B represents all companies in the consolidated financial statement.
Range of remuneration
| Range of remuneration | ||
|---|---|---|
Range of V.P. Remuneration |
Name of President and V.P. | |
| Syncmold | Consolidated subsidiaries(E) | |
| Under NT$1,000,000 | 0 | 0 |
| NT$1,000,001 – NT$2,000,000 | Connie,Hsu Gray,Yan Daphne,Chang Peter,Huang | 0 |
| NT$2,000,001 – NT$3,500,000 | Tim,Weng Alex,Cheng | |
| NT$3,500,001 – NT$5,000,000 | Chiu-Lang, Chen | Chiu-Lang, Chen, Connie, Hsu Gray, Yan Daphne, Chang Peter, Huang |
| NT$5,000,001 – NT$10,000,000 | 0 | Tim,Weng Alex,Cheng |
| NT$10,000,001 – NT$15,000,000 | 0 | 0 |
| NT$15,000,001 – NT$30,000,000 | 0 | 0 |
| NT$30,000,001 – NT$50,000,000 | 0 | 0 |
| Under NT$1,000,000 | 0 | 0 |
| NT$1,000,001 – NT$2,000,000 | 0 | 0 |
| Total | 7 | 7 |
- 22 -
3.2.3.4 Remunerations of Managers and Range of Remuneration for 2022
Unit : NT% in thousands
| Un | it:NT% | in thousands | ||||
|---|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Total remuneration to net income after tax(%) |
|
| Managers | President | Chiu-Lang,Chen | - | 16,000 | 16,000 | 4.31% |
| President Component Assembly BG |
Tim, Weng | |||||
| V.P. | Connie, Hsu | |||||
| V.P. | Gray, Yan | |||||
| V.P. | Alex, Cheng | |||||
| V.P. | Daphne, Chang | |||||
| V.P. | Peter, Huang | |||||
| A.V.P. | Y.Y.,Hsieh | |||||
| A.V.P. | Daphne,Chang | |||||
| A.V.P. | Cindy,Chang | |||||
| A.V.P. | Randy,Lin | |||||
| A.V.P. | Phillip,Cheng | |||||
| A.V.P. | Scott,Lu | |||||
| A.V.P. | Alvin,Chen | |||||
| Corporategovernance supervisor | Scott,Bou | |||||
| Manager | Carrie,Wang |
Comparison of Remuneration for Directors, Supervisors, President and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, President and Vice
Presidents :
| Presidents: | Presidents: | |||
|---|---|---|---|---|
| Title | Ratio of 2021total remuneration to net income for Directors, Supervisors, President and Vice Presidents(%) |
Ratio of 2022 to net income President and |
total remuneration for Directors, Supervisors, Vice Presidents(%) |
|
| Syncmold | Consolidated subsidiaries | Syncmold | Consolidated subsidiaries | |
| Directors | 4.56% | 4.79% | 3.65% | 3.60% |
| President & V.P. | 5.99% | 14.54% | 4.28% | 8.69% |
The issuance of salaries, bonuses and employee bonuses to the directors and managers, shall be handled in accordance with the relevant regulations of the Articles of Incorporation and the organization and regulations of the Remuneration Committee.
In accordance with the provisions of the company's articles of incorporation, the directors' remuneration shall be based on the profit before income tax of the current year after deducting the employee's remuneration and the benefits of the director's compensation and retaining the accumulated loss amount. If there is still a balance, the employee's remuneration shall not be less than 3%, while the director's compensation shall not be more than 2% in reference of the company's operating results, its contribution to the company's performance to provide reasonable compensation. The president and VP's policy of remuneration shall be handled in accordance with the relevant regulations of the company's remuneration committee depending on the position and responsibility of the company and its contribution to the company's operational objectives, taking into account the characteristics of the industry and the nature of the company's business. Relevant performance appraisal and reasonableness of remuneration are reviewed by the Remuneration Committee and the Board of Directors. The remuneration system is reviewed at any time depending on the actual operating conditions and relevant laws and regulations, so as to balance the company's sustainable operation with risk control.
The company has established a remuneration committee in December 2011, and the relevant remuneration of directors and managers will be reviewed by the Remuneration Committee and executed after the Board of Directors approves it.
- 23 -
3.3 Corporate Governance
3.3.1 Information on implementation of Board of Directors :
Five meetings ( A ) were held by the Board of Directors in the most recent year
(2022) with their attendance shown as follow :
| Attendance in | Attendance rate in | ||||
|---|---|---|---|---|---|
| Title | Name | person (B) | By proxy | person (%)【B/A】 | Remarks |
| Chairman | Chen, Chiu- Lang |
5 | 0 | 100 | |
| Directors | Chuang, Shu-Yen |
5 | 0 | 100 | |
| Directors | Chen, Chien-Yuan |
5 | 0 | 100 | |
| Independent Director |
Tsai, Yung- Lu |
5 | 0 | 100 | |
| Independent Director |
Yen, Da-Ho |
5 | 0 | 100 | |
| Independent Director |
Tsai, Shih- Kuang |
5 | 0 | 100 | |
| Independent Director |
Chiu, Hui- Chin |
5 | 0 | 100 |
Other noteworthy matters :
-
State the Board Meeting’s date, session, proposal contents, all Independent directors’ opinions and the company’s actions in response to the opinions if any of the following occurred :
-
(1) Matters specified in Article 14.3 of Taiwan’s Securities and Exchange Act: are not applicable since the Company has established the Audit Committee.
(2) Opinions or records of independent director on other matters : None.
- If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified:
| Date | Name of director |
Contents of the proposal |
Cause of recusal and voting For this proposal, except for Chairman Chen, Chiu-Lang, who excused himself due to conflict of interest and hence did not take part in the discussion and voting, all the other attending directors approved it. Independent directors were consulted and they also approved the proposal. It was approved unanimously. |
|---|---|---|---|
| 8/2/2022 | Chen, Chiu-Lang |
The case of General Manager Chen Chiulang serving concurrently in other profit- making businesses with a non-compete exemption. |
-
Goal and assessment on strengthen the function of the board in most recent year :
-
(1) In order to establish a good corporate governance system and implement corporate culture and corporate social responsibility for integrity management, the company has established “Code of Corporate Governance” with reference to the relevant regulations by the Taiwan Stock Exchange Co., Ltd. and the Securities and Futures Trading Centre of the Republic of China. The Code of Corporate Integrity and the “Sustainable Development Best Practice Principles”, which was approved by the Board of Directors on December 30, 2013, and a dedicated unit promotes the development and supervision
-
24 -
of integrity management policies and prevention programs. The unit submits a report on the implementation of the “Sustainable Development Best Practice Principles” and the implementation report of the “Ethical Corporate Management Best Practice Principles” to the Board of Directors. The corporate governance team is responsible to report to the board of directors on the December 29, 2022 with the implementation of the 2021 “Sustainable Development Best Practice Principles” and the “Ethical Corporate Management Best Practice Principles”.
-
(2) To align with the development trend of corporate governance, we established an "Audit Committee" on June 18, 2020, with the aim of continuously enhancing our corporate governance standards.
-
(3) The Company passed the “Regulations on the self evaluation or peer evaluation” on May 9, 2019 and completed the 2022 annual evaluation of the Board, Board members, and functional Committee based on the participation, profession, and continuous study of the directors and operation of the Remuneration Committee on Mar 15, 2023. According to the Board’s 2022 performance evaluation result, the overall operation of the Board is good.
3.3.2 “Guidelines for Evaluating the Performance of the Board of Directors”. The evaluation procedure is described as follows:
| Cycle | Period | Scope | Method | Content |
|---|---|---|---|---|
| Annual | 2022.01.01 ~2022.12.31 |
Performance evaluation of the board |
Self- evaluation |
1. Participation in the operation of the Company; 2. Improvement of the quality of the Board of Directors decision making; 3. Composition and structure of the Board of Directors; 4. Election and continuing education of the directors; and 5.Internalcontrol. |
| Annual | 2022.01.01 ~2022.12.31 |
Performance evaluation of individual directors |
Self- evaluation |
1. Alignment of the goals and missions of the Company; 2. Awareness of the duties of a director; 3. Participation in the operation of the Company; 4. Management of internal relationship and communication; 5. The directors' professionalism and continuing education;and 6.Internalcontrol. |
| Annual | 2022.01.01 ~2022.12.31 |
Performance evaluation of the Audit Committee |
Self- evaluation |
1. Participation in the operation of the Company; 2. Awareness of the duties of the Audit Committee; 3. Improvement of quality of decisions made by the Audit Committee; 4. Makeup of the Audit Committee and the election of its members; and 5. Internal control. |
| Annual | 2022.01.01 ~2022.12.31 |
Performance evaluation of the Compensation Committee |
Self- evaluation |
1. Participation in the operation of the Company; 2. Awareness of the duties of the Compensation Committee; 3. Improvement of quality of decisions made by the Compensation Committee; 4. Makeup of the Compensation Committee and the election of its members |
3.3.2 Operational status of the Audit Committee and participation of supervisors in the operations of the Board of Directors:
The Committee met 5 times in total in 2022 (A). Its operational status is described as follows:
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| Title | Name | Name | Attendance in Person(B) | Attendance in Person(B) | Attendance Rate (%)(B/A) | Attendance Rate (%)(B/A) | Remarks | |
|---|---|---|---|---|---|---|---|---|
| Convener | Tsai,Yung-Lu | 5 | 100 | |||||
| Member | Yen,Da-Ho | 5 | 100 | |||||
| Member | Tsai,Shi-Kuang | 5 | 100 | |||||
| Member | Chiu,Hui-Qin | 5 | 100 | |||||
| The Company’s Audit Committee consists of all independent directors and it meets at least once per quarter. Matters within the scope of review by the Audit Committee primarily include: 1. Auditing of financial statements and accounting policy and procedure. 2. Internal control system and related policies and procedures. 3. Matters involving the interests of the Board directors. 4. Trading of major assets or derivatives. 5. Major lending of assets, endorsements, or guarantees. 6. Raising, issuance, or private placement of equity securities. 7. Delegation, dismissal of CPAs or their compensation. 8. Appointment or dismissal of the head of finance, accounting, or internal audit. 9. Annual Financial Statement and Semi-Annual Financial Statement. 10. Audit Committee performance evaluation self-assessment questionnaire. Summary of highlights of tasks completed this year: Review of financial reports The Board of Directors prepared the 2022 Business Report, financial statements, and proposal on the distribution of earnings. Financial statements, in particular, have been completely audited by Deloitte Taiwan, with the Audit Report issued. The above-mentioned Business Report, financial statements, and earnings distribution proposal have been reviewed by the Audit Committee and no inconsistency has been found. Evaluation of Validity of the Internal Control System The Audit Committee evaluates the validity of the policy and procedure of the Company’s internal control system (that covers financial, operational, risk management, and compliance control measures) and reviews periodic reports from the Audit Department, the CPAs, and the management. The Audit Committee believes that the Company's internal control system is valid; the Company has adopted the necessary mechanism to supervise and correct non-compliant acts. Delegation of CPAs The Audit Committee is empowered to supervise the CPAs and the accounting firm's independence to ensure the impartiality of financial statements. The Audit Committee approved in the meeting on December 29, 2022 that CPAs Chih-Yuan Chen and Yao-Ling Huang of Deloitte Taiwan had fulfilled the independence evaluation criteria and can serve as the Company’s CPAs. Other noteworthy matters :1. When the operation of the Audit Committee is found with one of the following conditions, the date, session No., details of proposals, decisions made by the Audit Committee, and how the Company addressed opinions from the Audit Committee in the Board of Directors’ meeting shall be stated: (1)Matters listed in Article 14-5 of the Securities and Exchange Act :Date Term Contents of the proposal Decision of the Audit Committee How the Company addressed opinions from the Audit |
||||||||
| Date | Term | Contents of the proposal | Decision of the Audit Committee |
How the Company addressed opinions from the Audit |
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| Committee | |||||
|---|---|---|---|---|---|
| 03/15/2022 | First | 1. 2021 statements and reports 2. Distribution of 2021 earnings 3.Distribution of remuneration to directors and supervisors and that to employees for 2021 4. Cash Distribution of Capital Surplus. 5.2021 Internal Control System Declaration 6. Discussion of lending of funds 7. Provide a subsidiary, Leohab Enterprise Co., Ltd., with an endorsement guarantee. 8. Provide a subsidiary, Gatetech Enterprise Co., Ltd., with an endorsement guarantee. 9. Revision of the“Articles of Incorporation” 10. Revision of the“Acquisition or Disposal of Assets Procedure” 11. Revision of the“Shareholders' Meeting Rules” 12.Ratification of derivatives |
It was approved by the Audit Committee unanimously |
It was approved by all attending Board directors |
|
| 05/05/2022 | Second | 1.Financial statements for Q1 of 2021 2.Third domestic unsecured-convertible corporate bonds in the nation 3. Revision to the plan to invest in the subsidiary Syncmold Enterprise Vietnam Co., Ltd. and capital increase 4. Discussion of lendingof funds |
It was approved by the Audit Committee unanimously |
It was approved by all attending Board directors |
|
| 08/02/2022 | Third | 1. Financial statements for Q2 of 2021 2.Discussion of lending of funds 3. Revision of 2021 Business Budget Proposal 4. Ratification of derivatives 5.Revision of the written internal control system |
It was approved by the Audit Committee unanimously |
It was approved by all attending Board directors |
|
| 11/07/2022 | Fourth | 1. Discussion of lending of funds 2. Ratification of Derivatives |
It was approved by the Audit Committee unanimously |
It was approved by all attending Board directors |
|
| 12/29/2022 | Fifth | 1. 2022 Business Budget 2.2022 Internal Audit Plan 3. Independence assessment and delegation of CPAs 4.Revision of the “Audit Committee Organic Rules” 5.Revision of the “ Corporate Social Responsibility Best Practice Principles” 6. Revision of the “ Corporate Governance Best Practice Principles” 7.Ratification of the revisions made to the written internal control system 8. Ratification of endorsement/guarantee 9.Ratification of derivatives |
It was approved by the Audit Committee unanimously |
It was approved by all attending Board directors |
-
27 -
-
III. Communication among the independent directors, the head of internal audit, and the CPAs (important matters communicated, method, and results of the communication over the financial standing and business operation of the Company, etc.):
The communication among the independent directors, the head of internal audit, and the CPAs of 2022 is already disclosed on the website of the Company. For related information, refer to the website below. (Http://www.syncmold.com.tw/syncmold2018/images_syncmold/directorate/2022 communications between independent directors and internal audit.pdf)
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3.3.3 The difference between the corporate governance implementation and the Corporate Governance Best Practice Principles for TWSE/GTSM-Listed Companies and reasons:
| Companies and reasons: | ||||
|---|---|---|---|---|
| Evaluation Item | Implementation Status | Deviating from the “Corporate Social Responsibility Best- Practice Principles for TWSE/GTSM Listed Companies” and the root cause |
||
| Yes | No | Description | ||
| 1. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? |
V | The Company has based on the “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” to set up and disclose the Company’s corporate governance best-practiceprinciples forguidelines on the MOPS. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| 2. Equity structure and shareholder rights (1) Has the Company set internal operating procedures to deal with shareholder proposals, doubts, disputes and litigation matters, and does it implement these in accordance with its procedures (2) Does the Company have a list of those who ultimately control the major shareholders of the Company? (3) How does the Company establish its risk management mechanism and firewalls involving related enterprises? |
V V V |
(1) The Company has a spokesperson, stock affairs supervisor, and associated person assigned to effectively handle shareholder’s suggestions or disputes. Legal issues, if any, will be handled with the assistance of the legal affair personnel. (2) Regularly disclose the pledge, increase or decrease of shareholding, or the occurrence of other events that may cause significant changes in the shares of the shareholders with over 10% shareholding; also, maintain a good relationship with the major shareholder at any time for control. (3) The management responsibilities of the Company and the affiliated enterprises are clearly defined; also, business transactions are conducted in compliance with the Company’s internal control system and the relevant requirements. For strengthening the control mechanism, the procedures for monitoring subsidiaries are regulated with proper risk control. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Evaluation Item | Implementation Status | Deviating from the “Corporate Social Responsibility Best- Practice Principles for TWSE/GTSM Listed Companies” and the root cause |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (4) Has the Company set internal standards to prohibit the use of undisclosed insider information to trade securities on the market? |
V |
(4) Syncmold worked out the “Management measures for handling internal significant information and preventing insider trading” to prohibit the use of undisclosed insider information to trade securities on the market and propagandize regularly to insiders and employees. |
||
| 3、Composition and Responsibilities of the Board of Directors (1) Has the Board of Directors developed diversified policies for its composition and set substantial management goals and enforced them? |
V | (1) The Company has a diversification policy on the composition of the Board of Directors, related policies, goals, and their implementation included in the “Corporate Governance Best Practice Principles. Refer to “Diversification and Independence of Board of Directors” on Page 12 of this Annual Report. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| (2) Does the Company, in addition to setting the Remuneration Committee and Audit Committee lawfully, have another functional committee set up voluntarily? |
V | (2)The Company has set up Compensation and Remuneration Committee and the Audit Committee now. |
(2) Assessment of the necessity for additional functional committees with reference to the business operation status and scale in the future. |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Deviating from the “Corporate Social Responsibility Best- Practice Principles for TWSE/GTSM Listed Companies” and the root cause |
|---|---|---|---|---|
| Yes | No | Description | ||
| (3) Does the Company have the performance evaluation rules and methods for the Board of Directors regulated and have the performance evaluation performed regularly every year and report the result to the Board for reference on directors’ individual remuneration and reappointed nomination? |
V |
V | (3) To implement corporate governance, to improve the functions of the board of directors and to enhance the operation efficiency of the board of directors, the board of directors’ meeting of the Company has approved the “Regulations for Board of Directors Performance Evaluation” on May 9, 2019, and has specified that the internal board of directors performance evaluation, self-evaluation of individual board member, peer evaluation and each functional committee shall be conducted at least once annually. The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors, which should cover, at a minimum, the following five aspects: 1. Participation in the operation of the company. 2. Improvement of the quality of the board of directors' decision making. 3. Composition and structure of the board of directors. 4. Election and continuing education of the directors. 5. Internal control. The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects: 1. Alignment of the goals and missions of the company. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
-
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-
Awareness of the duties of a director;
-
Participation in the operation of the company.
-
Management of the internal relationship and communication.
-
The director's professionalism and continuing education.
-
Internal control.
The criteria for evaluating the performance of functional committees should cover, at a minimum, the following five aspects:
-
Participation in the operation of the company.
-
Awareness of the duties of the functional committee.
-
Improvement of quality of decisions made by the functional committee.
-
Composition of the functional committee and election of its members.
-
Internal control.
The Company has completed relevant evaluation on the board of director’s operation for the period from January 1, 2022 to December 31, 2022, including the self-evaluation questionnaire survey of 7 directors (including 4 independent directors) and the internal self-evaluation questionnaire survey of the board of directors.
The statistical method for the performance evaluation is divided into two types: the board member selfevaluation and questionnaire and the internal selfevaluation questionnaire for board of directors. In the questionnaire, a higher score in an item means that the achievement rate for the item is higher. For an achievement rate above 90%, it is evaluated to be “Outstanding”; when the achievement rate is above 80%, it is evaluated to be “Successful”; for the rest of
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| (4) Does the Company have the independence of the public accountant evaluated regularly? |
the rates, they are evaluated to be “Improvement Needed.” After the completion of the aforementioned evaluation score statistics, the 2022 board of director’s performance evaluation achievement rate of the Company was 90% and the evaluation result was “Outstanding.” In addition, the evaluation result was reported in the board of directors’ meeting dated December 29, 2022. The Company has passed the “directors, supervisors, functional committees, and managers’ remuneration management regulation” on Dec 27, 2019. According to the regulation, the Board has the right to determine the directors and supervisors’ remuneration based on two dimensions in the assessment of evaluation on the Board’s performance, “participation of the Company’s operation”, and “contribution value”. (4) The Company evaluates the independence of public accountant according to the regulations of “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and “The Norm of Professional Ethics for Certified Public Accountant No. 10”. Major evaluation items are as follow: 1. Company shares, bond, or other instruments held by a shareholder in one’s own name and by a spouse, underage child, or in others’ name. 2. No capital loan in one’s own name and a spouse or in others’ name. 3. No business relation with the Company’s directors, supervisors, and managers that interfere with the independence on one’s own name and a spouse. |
|||
|---|---|---|---|---|
| In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
-
34 -
-
Not served as the Company’s directors, supervisors, managers, or a position that has significant effect on audit cases in one’s own name within two years, and promise not served in the positions mentioned previously.
-
None of one’s family member served as the Company’s directors, supervisors, managers, or a position that has significant effect on audit during the auditing period.
-
Not a direct relative, affinity, second-degree relative of the Company’s directors, supervisors, managers during the auditing period.
Independent auditors (CPA), Chih-Yuan Chen and Yao-Ling Huang, of Deloitte Taiwan met all the evaluation and were appointed by the board of directors on December 29, 2022.
4 、 Does the company set up a corporate governance
unit or appoint personnel responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, handling work related to meetings of the board of directors and the shareholders' meetings, filing company registration and changes to company registration, and producing minutes of board meetings and shareholders’ meetings)?
V
In compliance with the Corporate The Company approved through its Board of Directors Governance Best Practice Principles meeting on August 6, 2021 assigned Special Assistant for TWSE/TPEx Listed Companies. Scott, Bao of the Chairman’s Office to serve as the corporate governance officer in order to protect shareholders’ equity and to enhance the function of the Board of Directors. Special Assistant, Scott, Bao is already equipped with management work experience in financial and stock affairs for more than ten years, and his main responsibilities are to provide information and documents necessary for the directors and supervisors to perform duties, to assist the directors and supervisors in legal compliance and to handle matters related to the board of directors’ meetings and shareholders’ meetings according to the laws.
2022 duty execution status is as follows:
-
Assist independent directors and general directors to
-
35 -
| perform job duties, provide necessary documents and arrange the training for the directors. 2. Provide assistance to legal compliance of the board of directors’ meeting and the shareholders’ meeting procedure and resolution. 3. Prepare the board of directors’ meeting agenda for informing the directors seven days prior to the convention of the meeting, convene meeting and provide meeting documents and data. In case where a proposal requires any director’s recusal of conflict of interest, provide a notice in advance, and complete the meeting minutes for the board of directors’ meeting within twenty days after the meeting. 4. Handle the shareholders’ meeting date preliminary registration, prepare meeting notice, meeting handbook and meeting minutes within the statutory deadlines and handle the registration alternation matters for the amendment of the articles of incorporation or the election of directors. |
||||
|---|---|---|---|---|
| 5、Does the company establish a communication channel and build a designated section on its website for stakeholders (including but no limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities? |
V | The company maintains good relationships with investors, employees, customers, suppliers and other stakeholders, and has a stakeholder area on the company's website to deliver immediate and appropriate responses to issues raised by stakeholders and important corporate social responsibility issues in response to their concerns. (http: //www.syncmold.com.tw/syncmold- 2018/item_interested_person_2018.html) |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| 6、Does the company appoint a professional shareholder service agency to deal with shareholder affairs? |
V | The Company commissioned a professional stock affairs service agent, CTBC Bank Stock Agent, to handle the Company’s stock service matters, and with the “Guidelines for Handling of Stock Affairs” stipulated to regulate the relevant operations. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|---|
| 7、Information disclosure (1) Does the Company have a website setup and the financial business and corporate governance information disclosed? |
V | (1) The Company’s website (www.syncmold.com.tw) has the shareholder’s section setup to disclose financial information and corporate governance; also, to establish a communication channel for communicating to investors. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (2) Does the Company have adopted other information disclosure methods (such as, establishing an English website, designating responsible person for collecting and disclosing information of the Company, substantiating the spokesman system, placing the juristic person seminar program on the Company’s website, etc.)? |
V |
(2) In addition to setting up a website in both Chinese and English, the company has a spokesperson responsible for external communication. And a designated person is responsible for collecting company information to provide spokespersons and relevant business departments with answers to interested parties and authorities. Via MOPS, earnings call, the company's website and newspapers and magazines, etc., the company exposes financial information to the investing public. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| (3) Does the Company file and disclose the annual financial reports within two months after the end of its accounting year, and disclose and file the financial reports of the first, second, and third quarters and monthly operation status in advance before the deadline? |
V | (3) The Company did not file and disclose the 2022 financial reports within two months after the end of its accounting year. |
It will be adjusted in accordance with the authority’s regulations in the future. |
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| 8、Are there any other important information(including but not limited to the interests of employees, employee care, investor relations, supplier relations, the rights of stakeholders, the continuing education of directors and supervisors, the implementation of risk management policies and risk measurement standards, the execution of customer policy, the purchase of liability insurance for the Company’s directors and supervisors) that are helpful in understanding the corporate governance operation of the Company? |
V |
(1) Employee rights and employee care: The company has set up special processing channel for various stakeholders. For example, the management department specializes in handling employee rights, and employee welfare committee is set up to care for the needs of employees. Holiday bonuses, travel, birthday allowance and labor festivals subsidies are provided each year. The system operates smoothly.。 (2) Investor Relations: Establish a communication channel for the spokesperson and agency spokesperson system to respond to shareholders’ questions. (3) Supplier Relationship: The company has always maintained a good relationship with its suppliers. |
In compliance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|---|
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| Evaluation Item | Implementation Status | Deviating from the “Corporate Social Responsibility Best-Practice Principles for TWSE/GTSM Listed Companies” and the root cause |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (4) Rights of interested parties: The company respects and safeguards the legitimate rights and interests of stakeholders, and maintains good communication channels with customers, employees, suppliers, etc. The business dealings with related companies under the principle of fairness and reasonableness. Written specifications are set for the financial operations and the transfer of interests and unconventional transactions are prohibited. In accordance with the provisions of the competent authority, the company handles relevant information announcements in a timely manner to provide various company information. (5) Directors and Supervisor's training situation: The directors and Supervisors of the Company have professional capabilities in business, financial accounting and business management. Also, the Corporate Governance Act and related information are regularly updated and provided to the Directors and Supervisors for reference, and the Company will take the initiative to inform the Director and Supervisor if they have |
- 39 -
obtained relevant corporate governance courses. The training situation has been exposed to the MOPS for reference by shareholders and investors. (6) Implementation of risk management policies and risk measurement standards: The company has established various internal regulations and internal control systems in accordance with the law to conduct various risk management and evaluation. Internal auditing unit regularly and irregularly checks the implementation level of the internal control system. (7) Implementation of customer policy: The Company maintains a good relationship with its customers and provides customer service in accordance with various internal management methods, and “customer satisfaction” is an important part of the quality policy. (8) The acquisition of liability insurance for directors :The Company has acquired liability insurance for directors and supervisors.
- 40 -
9、Please explain the improved status and the priority matters and measures on the unimproved items based on the latest Corporate Governance Evaluation Result by the Taiwan Stock Exchange Corporate Governance Center: The Company performed the self-assessment of corporate governance through the Corporate Governance Evaluation System established by the corporate governance center of the Taiwan Stock Exchange. The result of the seventh intake of the corporate governance review of 2022 was 21%35%. According to the findings of the 2022 corporate governance review, matters where improvement has been made by the Company include:
Prioritized items for the Company in the future include:
-
Is the Company’s general shareholders’ meeting held before the end of May?
-
Set an extra-statutory Functional Committee.
-
It is specified in the Board of Directors Performance Evaluation Guidelines that an external assessment shall be performed at least once every three years.
-
The Company releases the Annual Financial Statement within two months after the end of a fiscal year.
-
The ESG Report or other reports disclosing non-financial information of the Company are certified by a third party.
-
41 -
3.3.4 Remuneration Committee
3.3.4.1 Remuneration Committee members
| Identity | Terms Name |
Professionalism and experience |
Fulfillment of independence |
Serving as a Remunerati On Committee member of another public company |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Da-Ho ,Yen | Refer to Page 12 of the Annual Report |
Refer to Page 12 of the Annual Report |
3 | |
| Independent Director |
Yung- Lu,Tsai |
1 | |||
| Independent Director |
Shih- Kuang,Tsai |
3 |
3.4.1 The responsibility of Remuneration Committee :
-
A. Establish and regularly review the policies, systems, standards and structures of directors and managers for performance evaluation and compensation.
-
B. Regularly evaluate and determine the salary remuneration of directors and managers.
-
C. When the salary remuneration committee performs the functions, it shall be based on the following principles, but the supervisor remuneration proposal shall be submitted to the board of directors for discussion, and the supervisor salary remuneration shall be prescribed by the company's articles of incorporation or the resolution of the shareholders' meeting authorizing the board of directors to:
-
a. Managerial performance evaluation and compensation and remuneration shall take reference of the general criteria for the payment in the industry and take into consideration the legitimate correlation with personal performance, operational performance of the Company, and risks in the future.
-
b. Directors and managers should not be led to engage in aggressive risk appetite for the pursuit of salary remuneration.
-
c. The ratio of dividends paid to the short-term performance of directors and timing of changes in salary compensation to senior managers should be determined by considering the industry characteristics and the nature of the company's business.
-
D. The salary remuneration referred to in the preceding paragraph includes cash remuneration, stock options, dividend share, retirement benefits or resignation benefits, various allowances and other measures with substantial rewards shall be in accordance with the guidelines for the record of the annual report of the public company. The directors and managers are paid the same. When the board of directors advising remuneration committee, it should consider the amount of salary remuneration, the payment method and the company's future risks.
-
E. The remuneration of the directors and managers of the subsidiaries shall be submitted to the board of directors of the company for discussion. After being advised by the remuneration committee, they are subject to the approval of the board of directors
3.4.2 Operation of remuneration committee
-
A. There are three members in Remuneration Committee of the Company.
-
B. Current term of office: June 18, 2020 through June 17, 2023; the most recent year The Board held 4 meetings (A) with the attendance record and qualification of Committee members as follows :
-
42 -
| Title | Name | Actual attendance (B) |
Actual attendance rate (%) (B/A) |
Remarks |
|---|---|---|---|---|
| Convener | Da-Ho,Yen | 3 | 100 | |
| Member | Yung-Lu, Tsai | 3 | 100 | |
| Member | Shih-Kuang,Tsai | 3 | 100 | |
| Other noteworthy matters: 1. If the board of directors does not adopt or amend the recommendations from the remuneration committee, it shall state the date and time of the board meeting, the content of the proposal, the results of the resolutions and the company's treatment of the opinions of the compensation committee. (If the salary paid by the board of directors is better than the salary compensation committee's recommendations, the rates and reasons should be stated):None. 2. In the event that any member of the Remuneration Committee has expressed dissent or reservation over the Committee’s decisions, and that the dissent or reservation has been recorded or delivered in writing, the decision shall indicate the date of the Committee’s meeting, term, contents of the proposal, opinions of all the members, and how the opinions of a member is handled: None. 3.The results of the recent annualCompensationCommittee discussion and resolution are as follows: |
C. Dates, motions and resolutions of remuneration committee in 2021
| Date | Proposal | Compensation Committee resolution |
The opinions of the Compensation Committee |
|---|---|---|---|
| March 15, 2022 |
1. Review of the distribution of the remuneration to directors and supervisors and that to employees for 2021 of the Company as advised by the management. |
All the attending members passed the resolution |
All the attending directors passed the resolution |
| May 5, 2022 |
1. Review of the distribution of the remuneration to directors abd supervisors for 2021 of the Company. 2. Review of the distribution of remuneration to managers and employees for 2021 of the Company. 3. Review of the 2022 Manager Incentive Bonus Plan for our company. |
All the attending members passed the resolution |
All the attending directors passed the resolution |
| November 7, 2022 |
1. Review of the distribution of remuneration to managers and employees for 2021 of the Company. 2. Review of the Second Manager Incentive Bonus Plan for the 2022 fiscal year in our company. 3. Review of the distribution of three- festival gift money to managers for 2022 of the Company. |
All the attending members passed the resolution |
All the attending directors passed the resolution |
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3.3.5 Implementation of the promotion of sustainable development and Sustainable Development Best Practice Principles
| Item | Implementation Status | Deviations from “Sustainable Development Best Practice Principles for TWSE/GTSMListedCompanies”and Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Has the Company set up major principles on the risk assessment on environment, society, and corporate governance issues related to the company operations, and set up related policy or strategy of risk management? 2. Does the Company have a specific (or part-time) unit set up to promote corporate social responsibility, have the management authorized by the Board of Directors to handle matters and report the processing results to the Board of Directors? |
V V |
The Company has set up risk assessment on major issues based on the major principles of Sustainable Developmen and set up related policy or strategy of risk management as follow: Major Principles Risk Assessment Item Related Policy or Strategy of Risk Management Environme nt Environmental protection The Company has done its responsible in environment and actively promote the activity and measures on environmental education and environmental production and energy saving, such as bring one’s own cups and utensils, double-printed on paper or reuse single-printed paper to reduce the energy consumption and energy saving. Specific and quantify data and goal are set up for performance management. Society Labor Relations Employees are the most important partners and assets of a corporate. The Company is dedicated to building a good labor relation and provides a stable working environment, multiple education training system, and diverse employee benefits, so that every employee can enjoy one’s job and take care of their family while developing their career. Corporate Governanc e Regulation Compliance The Company ensures all personnel and operation have followed the relative regulations through governance organization and implement internal control system. The Company has set up a Corporate Governance Team on the Board meeting on May 9, 2019 and assigned Scott, Bou the special assistant of the Chairman’s room, as the governance manager. The team is also responsible for corporate social |
In compliance with the Sustainable Development Best Practice Principles In compliance with the Sustainable Development Best Practice Principles |
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| Item | Implementation Status | Implementation Status | Deviations from “Sustainable Development Best Practice Principles for TWSE/GTSMListedCompanies”and Reasons |
|
|---|---|---|---|---|
| Yes | No | Summary | ||
| responsibility and takes charge of proposing and executing project on the policy, system, or management direction of the corporate social responsibility. An annual performance target and specific execution project and a regular meeting will be set up to review the executing performance on the compliance status of the corporate social responsibility and project execution. It will report the execution status to the Board annually, and the 2021 execution status was reported on Dec 28, 2021. |
||||
| 3. Development of sustainable environment (1) Does the Company have an appropriate environmental management system established in accordance with its industrial character? (2) Is the Company committed to enhance the utilization efficiency of resources and use renewable materials that are with low impact on the environment? |
V V |
(1) The Company has set up its environmental safety and health management system and acquired ISO 14001 (environmental management), ISO 50001 (energy management), and IECQ QC 080000 (hazardous substance management) certifications, among others. (2) The company promotes the recycling of paper and promotes the recycling and reuse of waste resources and carries out paperless operations. The company's production process does not have a procedure for harmful substances, and the wastes of the production are receipted and recycled by professional manufacturers. |
In compliance with the Sustainable Development Best Practice Principles In compliance with the Sustainable Development Best Practice Principles |
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| (3) Does the Company evaluate the existing and future potential risk and opportunity of climate change to the corporate, and adopt relative corresponding measures? |
V | (3) Substantial Risk of Corporate Caused by Climate Change: Climate change will cause extreme weather, including increased frequency of typhoons (hurricanes), increase of annual average temperature, concentrated and short-time of rains and uneven rainfalls, such that the power consumption for air conditioning and office lighting demand of the Company is increased, leading to increase of power consumption cost. Opportunity to Corporate Due to Climate Change: In response to the low carbon economic demands of the governments, customers and international investment institutions, the Company seeks to contribute efforts to the greenhouse climate change and considers the sources of various aspects along with the implementation of green research, green factory, enhanced energy saving, water saving, reduction of production energy and environmental information disclosure etc., in light of continuously seeking the reduction of impacts of the Group on the environment. |
In compliance with the Sustainable Development Best Practice Principles |
|
|---|---|---|---|---|
| (4) Has the Company count the greenhouse gas emissions, water usage, and total weight of waste over the last two years, and formulate policy on energy saving, greenhouse gas reducing, water saving, or waste management? |
(4) The self-inspection of the Company revealed that the Scope 2 GHG emissions of 2019 and 2020 were approximately below 192,476 kg and 171,830 kg of CO2e. All were indirect GHG emissions from the electricity needed mainly for air-conditioning and office lighting. Therefore, related policies were prepared to save electricity |
In compliance with the Sustainable Development Best Practice Principles |
- 46 -
| and achieve GHG emission goals accordingly. In addition, the total amount of water consumed throughout 2020 came to 224 tons and the total amount of waste generated came to 2,841 kg. |
||||
|---|---|---|---|---|
| 4. Social issues (1) Does the Company have the relevant management policies and procedures stipulated in accordance with the relevant laws and regulations and international conventions on human rights? (2) Does the Company set up and implement reasonable employee benefits (including remuneration, vacation, and other benefits), and reflect the operation performance or result on the employee remuneration? |
V V |
(1)The Company respects and follows the internationally known human rights such as “Universal Declaration of Human Rights” and “Guiding Principles on Business and human rights” by the United Nations and precludes any behavior that infringes or violates human rights.All management regulations are in compliance with and comply with relevant government regulations and are committed to complying with international social responsibility regulations to ensure employee rights and interests. (2)The Company has set up Committee of Employees' Welfare on 2004 to establish all benefit measures. The implementation is disclosed on the Company’s website and page 95 of the annual report. Remuneration Committee was also set up to evaluate operation cost, profitability, consumer price index, fairness of the internal and external salary, and performance management, and use them and social responsibility as reference to allocate and adjust remuneration of all employees. |
In compliance with the Sustainable Development Best Practice Principles In compliance with the Sustainable Development Best Practice Principles |
- 47 -
| (3) Does the Company provide employee with a safe and healthy working environment, and provide safety and health education to employees regularly? |
V | (3) Our company complies with government occupational safety and health regulations (ISO 45001) and regularly conducts employee safety and health education. The implementation is as follows: 1. Contracted on-site physicians and dedicated nursing staff provide on-site health services. 2. Regularly organize seminars on health and safety. 3. Establish safety and health policies and promote their implementation accordingly. (4) The company prepares annual employee education, training programs and special lectures every year, covering functional training, logical and innovative thinking and physical and mental development, to enhance the professional competence of employees, innovative thinking and balance physical and mental development. |
In compliance with the Sustainable Development Best Practice Principles In compliance with the Sustainable Development Best Practice Principles |
|
|---|---|---|---|---|
| (4) Does the Company have an effective career capacity development training program established for the employees? |
V |
|||
| (5) Does the Company have the relevant consumer protection policies and complaint procedures established in the sense of R&D, procurement, production, operations, and service processes? |
V | (5) The company and its subsidiaries have established customer complaint procedures with a satisfaction-oriented quality system and set up stakeholder areas on the company's website to provide employees, customers, suppliers, government agencies, shareholders, investors an effective complaint channel for various stakeholders (http://www.syncmold.com.tw/syncmold- 2018/item_interested_person_2018.html). |
In compliance with the Sustainable Development Best Practice Principles |
- 48 -
| (6)Does the Company have a supplier management policy, and request its supplier to follow the related regulation on environmental protection, occupational safety, or labor human rights and its implementation? 5.Does the Company follow the international regulation when preparing the ESG report or other report that disclose company information other than financial data? Does the report obtain a third party verification or assurance? |
V V |
(6)The Company has the“Supplier Management Process”in place. New suppliers being screened are asked to sign the“Environmental Restricted Substance Warranty”and the“Supplier Integrity and Credit Contract”and spontaneously provide the “Hazardous Substance Test Report (SGS) and the “Product Composition Table”, among others, and specified that suppliers shall spontaneously enclose ISO 14001 (environmental management), ISO 50001 (energy management), ISO 45001(occupational health and safety management),ISO 9001(quality management) and IECQ QC 080000 (hazardous substance management) certificates, among others. The quality unit arranges annual reviews according to the roster of qualified suppliers each year and audits qualified suppliers to ensure steady quality of received materials. For suppliers determined to be disqualified during subsequent reviews and not seeking corrections despite discussions about deficiencies and assistance provided, their qualified status may be canceled if necessary. The Company’s CRS report of 2021 was prepared in accordance with the “core” item in the Standards of Global Reporting Initiative (GRI) and the “Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Corporate Social Responsibility Reports”Meanwhile, it is disclosed on the Company’s and the Market Observation Post System in September 2021 。 |
In compliance with the Sustainable Development Best Practice Principles |
|
|---|---|---|---|---|
In compliance with the Sustainable Development Best Practice Principles |
||||
| 6. If the Company has the “Sustainable Development Best-Practice Principles” stipulated in accordance with the “Sustainable Development Best-Practice Principles for TWSE/GTSM Listed Companies,” please state its deviation : The relevant regulations on Sustainable Development are set in the company's personnel, environmental protection, safety and health standards, in line with the requirements of the law. |
-
49 -
-
Other noteworthy information regarding to ESG:
1.Everionmental, health and safety :
-
(1) The company has established an environmental, health and safety management system and obtained ISO14001, ISO9001 and other certifications. In 2022, we continued to carry out internal education training on ISO9001 and ISO14001, enhance our colleagues' awareness of relevant laws and regulations, implement various systems formulated by the company, achieve product quality assurance, and achieve the goal of saving energy, protecting the environment, and protecting the global environment.
-
(2) The Company was certified by IECQ QC 080000 (Hazardous Substance Process Management) for the first time in 2020. Both the use and production process of hazardous substances with special restrictions are thoroughly checked and evaluated as a commitment to protect all workers along the production line and product users and to reduce the impacts that products have on the environment and accordingly ensure environmental sustainability.
-
(3) The company is committed to improving the efficiency of the use of various resources, promoting the recycling of paper and other waste resources, and the implementation of paperless operations. The company's production procedures do not produce hazardous substances. The production wastes such are recycled by professional manufacturers. 。
-
(4) The office glass window has been fully applied with heat-insulating film. The heat-insulating film reduces the indoor temperature, the electricity consumption of AC in summer, and achieve energy-saving effects. As of August 2017, all the office windows applied heat-insulating film reducing the indoor temperature and electricity consumption.
-
(5) In 2021, the office building was monitoring by energy-saving manufacturers using data and cloud services, it showed a 30% reduction of electricity consumption.
-
- Following internationally recognized basic human rights, fulfill corporate social responsibility, and protect the basic human rights of all colleagues, customers and stakeholders. According to the company's characteristics and operational development strategy, the company will conduct risk assessments on human rights issues from time to time. Relevant risk issues are as follows: :
(1)Reasonable working hours :
In order to ensure that employees are not at risk of working long hours, the company specifies working hours and overtime hours and regularly care and manage employee attendance.
- 50 -
(2) Diversity and equal opportunities :
-
(a) Ensure that employment policies are not treated differently, implement fairness in employment, compensation and benefits, training, assessment and promotion opportunities, and provide appropriate grievance mechanisms to avoid jeopardizing employee rights
-
(b)The company complies with relevant labor regulations and protects the legitimate rights and interests of employees. The Company has established "Working Rules" in accordance with the " Labor Standards Act " and clearly stipulates the rights and obligations of both employers and employees. Establish a "Labor Safety and Health Work Code" under the "Labor Safety and Health Work Rules" to prevent occupational disasters and safeguard workers' safety and health. According to Article 7 of the "Taipei County Sexual Harassment Prevention and Autonomous Regulations", the "Sexual Harassment Prevention and Control Management Measures" is formulated to prevent sexual harassment in employment and to maintain gender equality and personal dignity. The company also handles various safety and health education and training in accordance with relevant regulations of the government's occupational safety and health education.
-
(c)The company attaches great importance to employee career development and regularly examines the gaps between employees' ability and organizational needs to plan training plans for staff capacity enhancement or talent development. The company prepares annual employee education and training programs and special lectures, covering functional training, logical innovative thinking and physical and mental development, to enhance the professional competence of employees, innovative thinking and balance physical and mental development.
-
(3) Health and safe workplace :
-
(a) Regular environmental safety checks to avoid potential health and safety risks from work.
-
(b) The company is committed to providing a safe and healthy working environment for employees. In terms of security and access control management, each office has an access control system at the entrance and exit and cooperates with the security personnel to carry out the relevant control operations. In the fire safety of the building, fire safety inspections and fire drills are regularly conducted every year. In terms of water safety of the building, regular inspections were carried out to clean the reservoir and the quality of drinking water for sampling inspection and announcement. Another implementation of the smoke-free workplace decree to plan outdoor smoking areas, the working environment is in line with government occupational safety and health related regulations.
-
(c) The company sets up employee welfare committees, organizes various activities and provides various welfare measures to encourage staff morale and strengthen labor-management cooperation. The company regularly handles employee health checks. In Nov. 2021, the employee conducts health checks. In addition to the basic inspection items that should be given according to law, the company increases the budget for health check items.
-
(d) In 2017, the company established the “Measures for Employee Child Care Subsidy”. In 2022, the number of qualified employees has reached 25 with the total of 33 children, totaling NT$ 198,000 to reduce burden of employee.
-
51 -
-
(e) To establish a workplace environment of good occupation and healthy balance, in addition to monthly provision of fixed health newsletters by E-mail, the Company advertises the knowledge of various medical treatment and health care, and weekly invites the doctor and nurse to provide free consultation service of medical treatment for the personnel to expect that the personnel can take good care of their health besides hard work.
(4) Freedom of association :
Colleague has freedom of association, establishes associations and actively promotes societies.
(5) Labor negotiation :
The company has established a systematic staff communication mechanism to maintain communication with employees through regular interviews and a staff complaints pipeline to handle employee complaints or labor dispute mediation. The company also has an electronic bulletin board, so employees can instantly receive the company's important information.
(6) Privacy protection :
In order to fully protect the privacy rights of customers and all stakeholders, we will establish a sound information security management mechanism and follow strict management and control practices and protective measures.
3. Social welfare :
-
Made donations to Chungho Station of Hua-Shan Foundation for New Year’meals and delivery service; assisting with supplies gathering and volunteering service.
-
Made donations as scholarship to assist students with good grades but from a low-income family to finish school.
-
Made donations to Taiwan Read Foundation and set up a book stack in the Tong-shi Elementary School in Yunlin.
-
For other information, please refer to the Annual Corporate Social Responsibility Report on the Company’s
website:(http://www.syncmold.com.tw/syncmold-2018/item_csr_report_2018.html)
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3.3.6 Implementation of corporate ethical management and measures taken:
| Item | Implementation Status | Discretions with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and the Reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Formation of ethical management policies and methods (1) Does the Company have the ethical management policy and method declared explicitly in the Articles of Incorporation and external documents; also, the commitment of the board of directors and the management to actively implement the operating policies? |
V | (1) The Board has passed the “Integrity Operation Regulation” and “Ethical Behavior Principle” and appointed Scott, Bou the governance manager, in charge to plan and execute integrity operation policy and prevention. In order to ensure the implementation, the performance will be reported to the Board, and the 2022 execution performance was reported on Dec 29, 2022. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
| (2) Does the Company set up a disintegrated behavior risk assessment to analyze and evaluate any highly disintegrated behavior in its operation scope regularly while at least cover the prevent measures under Article 7 (2) in Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? |
V | (2) The company has an "integrity operation procedure", which clearly stipulates that all employees shall not directly or indirectly provide or accept any unreasonable gifts, hospitality or other improper benefits and avoid employees sacrificing the company's rights and interests for personal gain. An effective accounting system and internal control system have been established and reviewed Quarterly to ensure that the design and implementation of the system continues to be effective. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
- 53 -
| (3) Does the Company have the prevention program for any fraud stipulated; also, have the respective operating procedures, guidelines for conduct, disciplinary actions, and complaints system declared explicitly; also have it implemented substantively? |
V | (3) The Company has established an "integrity operation procedure", including procedures for how to prevent untrustworthy behavior and accept improper interests. Through the education and training, we will promote the integrity management policy and combine this policy with the employee performance appraisal and human resources policy to establish a clear and effective reward and punishment system. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
|---|---|---|---|---|
| 2. Substantiation of ethical management | ||||
| (1) Does the company have the integrity of the trade counterparty assessed and with the code of integrity expressed in the contract signed? (2) Does the Company have a specific unit setup under the board of directors to advocate the code of integrity and to report on its implementation to the Board on a regular basis? |
V V |
(1) The company uses customer credit assessment and supplier evaluation to avoid untrustworthy business activities. The relevant integrity behavior clauses are combined with the parties to ensure that their business operations are fair and transparent, and will not require or accepting bribes. (2) The corporate governance team is responsible for the revision, implementation, interpretation, consulting services, notification content, recording and construction, of the “integrity operation procedures”. The division requires to supervise and execute the “integrity operation procedures” and report to the board of directors once a year. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
| (3) Does the Company have developed policies to prevent conflicts of interest, provided adequate channel for communication, and substantiated the policies? |
V | (3) The company has established the regulation of the board of directors according to law. If the directors have interests in the resolutions listed by the board, the legal persons of their own or |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
- 54 -
| their representatives, which are harmful to the interests of the company, are avoided during discussion and voting. |
||||
|---|---|---|---|---|
| (4) Does the Company have established effective accounting systems and internal control systems to make related audit plan to verify and prevent disintegrated behavior based on the assessment from internal audit department or by the commission CPAs? |
V | (4) In order to implement the integrity management, the company has established an effective accounting system. The internal auditors regularly check the accounting system and the internal control system and make an audit report to the board of directors. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
| (5) Does the Company have organized ethical management internal and external education and training programs on a regular basis? |
V | (5) The company will regularly organize internal and external education training on integrity management. The higher management will convey the importance of integrity to its employees from time to time. In 2021, the company held internal and external education training on integrity management with a total of 112 people and 330 hours (including integrity management regulations, corporate governance practices, accounting systems and internal control). |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
| 3.The operation of the Company’s Report System | ||||
| (1) Does the Company have a specific report and reward system stipulated, a convenient report channel established, and a responsible staff designated to handle the individual being reported? |
V | (1) In order to establish the internal and external reporting pipelines and handling systems of the company, the company established regulation on "treatment for illegal and unethical or dishonesty" for the implementation of Code of Ethics and the Code of Business Conduct for the directors, supervisor and managers and ensure the legal rights of prosecutors. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
- 55 -
| (2) Does the Company have the standard investigating procedures and related confidentiality mechanism established for the incidents being reported? |
V | (2) The company's Company has set up reporting procedures on “reporting illegal, unethical, or disintegrated behavior case” reporting procedures have a confidentiality mechanism for information of the parties. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
|---|---|---|---|---|
| (3) Does the Company have taken proper measures to protect the whistleblowers from suffering any consequence of reporting an incident? |
V | (3) The company's Company has set up reporting procedures on “reporting illegal, unethical, or disintegrated behavior case” reporting procedures have a confidentiality mechanism that prohibits retaliation against informants. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
| 4. Strengthening information disclosure | ||||
| (1) Does the Company have the content of ethical management and its implementation disclosed on the website and MOPS? |
V | The company publishes the work plan, operation and execution of integrity management on the website(http://www.syncmold.com.tw/syncmold- 2018/item_integrity_management_2018.html), and announces the integrity of business practices, corporate culture and business policies in the MOPS. |
In compliance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies |
|
| 5. If the Company has the “Ethical Management Best-Practice Principles” stipulated in accordance with the “Ethical Management Best-Practice Principles for TWSE/GTSM Listed Companies,” please state its deviating from the “Ethical Management Best-Practice Principles for TWSE/GTSM Listed Companies” in operation:: The company has “Code of corporate integrity” which in compliance with the “Corporate Ethical Management Best-Practice Principles for TWSE/GTSM Listed Companies.” |
||||
| 6. Other important information helpful in understanding the ethical management operation: (Such as, the Company has its Ethical Management Best-Practice Principles reviewed and amended, etc.) The company is engaged in commercial activities based on the principles of fairness, honesty, trustworthiness and transparency. In order to implement the policy of honesty and integrity, and actively prevent unscrupulous behaviors, the company has established a “Code of Corporate Integrity” to specifically regulate the matters that employees should pay attention to when conducting business. The company abides by the Company Act, the Securities and Exchange Act, the commercial accounting law and other relevant regulations and the relevant regulations on public company, as the basis for the implementation of integrity management. The companyhas created a "comment box" on the company's internal website as a complaint mechanismpipeline and reporting procedure and has a |
- 56 -
dedicated person to handle it. In addition, the comment box is set up on the company's website in the stakeholder area to provide an effective complaint channel for all stakeholders (http : //www.syncmold.com.tw/syncmold-2018/item_interested_person_2018.html).
3.3.7 Query on corporate governance related policies
The company has announced the following policies on the company's website: articles of incorporation, acquisition or disposal of asset, endorsement guarantee operations, fund loans, internal major information management, code of corporate governance, code of integrity practice, code of corporate social responsibility, code of ethic for directors, supervisor and management, treatment of illegal and unethical or dishonest conduct.
3.3.8Other important information helpful in understanding the corporate governance operation
-
(1) The Company has formulated “Internal Major Information Management Practice” and regularly reminds directors, supervisors, managers and all colleagues to avoid violations on insider trading.
-
(2) The company announces the code of corporate governance, code of integrity practice, and the code of corporate social responsibility to its internal staff, such as directors, supervisors and managers.
-
57 -
-
3.3.9 Implementation status of the internal control system:
-
3.3.9.1 The Company’s 2022 Internal Control Declaration:
Syncmold Enterprise Corp.
Internal Control System Declaration
Date: March 15, 2023
For the Company's internal control system of 2022, it is hereby declared as follows according to self-assessment findings:
-
I. The Company knows that establishing, enforcing, and maintaining an internal control system is the responsibility of the Company's Board of Directors and managers and has such a system in place already. The purpose of the system is to reasonably ensure the achievement of various objectives, including operational efficiency and effectiveness (including profitability, business performance and the security of assets), the reliability, timeliness and transparency of information disclosed, and compliance with relevant guidelines as well as relevant laws and regulations.
-
II. The internal control system has its inherited restrictions that cannot be overcome with improved design. An effective internal control system can also only reasonably ensure the fulfillment of the three goals stated above and its effectiveness may change as the environment or situation changes. There is a self-surveillance mechanism, however, built inside the internal control system of the Company that helps the Company take a corrective action against deficiencies confirmed.
-
III. The Company determines the effectiveness of the design and implementation of its internal control system in accordance with the items in "Governing Regulations for Public Company's Establishment of Internal Control System" (hereinafter called "Governing Regulations") that are related to the effectiveness of internal control systems. The items adopted in the Governing Regulations for determining the internal control system are the five constitutional elements of the internal control system divided according to the management and control process: 1. control environment, 2. risk assessment, 3. control process, 4. information and communication, and 5. supervision. Each element further encompasses several items. Please refer to "Governing Regulations" for details.
-
IV. The Company has already adopted the aforesaid items for assessing the effectiveness of its internal control system in terms of system design and implementation.
-
V. Pursuant to the results of the above-mentioned evaluations, the Company is of the view that the design and implementation of its internal control system as of December 31,
-
58 -
2022 (including its supervision and management of subsidiaries), including its awareness of the extent by which the operating effects and efficiency goals are fulfilled, reliability of reports, and compliance with relevant laws and regulations, are such that it is effective and capable of reasonably ensuring that the aforementioned goals can be achieved.
-
VI. This declaration constitutes a major part of the Company's Annual Report and the Company's Prospectus that are made available to the public. If the aforesaid published contents are found to be false, or fraudulent in any way, the Company and its management shall be legally liable in accordance with Articles 20, 32, 171 and 174 of the Securities and Exchange Act.
-
VII. This declaration was approved at the meeting of the Company's Board of Directors on March 15, 2023 without dissenting opinions expressed by any of the 7 directors attending the meeting. All agreed on the contents of this Declaration. Please take note of it.
-
59 -
-
3.3.9.2 If the accountant is appointed to examine the internal control system, the independent auditor’s report should be disclosed : None.
-
3.3.10 The fiscal year 2021, up to publication of annual report and internal personnel was punished in accordance with regulations, or the Company's punishment for internal personnel violated internal control system and regulations, its punishment results which probably caused important affection for shareholders’ equity or securities shall be specified the content of punishment, main deficiencies and improvement: None
-
3.3.11 Important resolutions made by the Shareholders’ Meeting and Board of Directors by the
end of 2021 and the printing date of the annual report :
(1) Resolutions and Implementation of 2022 Shareholders’ Meetings
| Meeting Date |
Summary | Resolutions | Implementation |
|---|---|---|---|
| July 10, 2022 |
1. Ratification of 2021 statements and reports | Voted and approved |
|
| 2. Ratification of distribution of 2021 earnings It was decided that cash dividends worth NTD 247,448,342; that is, NTD 2 per share,would be distributed. |
Voted and approved |
July 8, 2022 was set to be the ex-dividend base date and cash dividends worth NTD 655,738,106 were completely distributed on August 5, 2022. |
|
| 3. The Company's capital surplus cash distribution resolution The resolution is to distribute cash from capital surplus in the amount of NTD 408,289,764,at a rate of NTD 3.3per share. |
Voted and approved |
(2) Resolutions and Implementation of Board Meetings
| Meeting Date |
Summary | Resolutions |
|---|---|---|
| 03/15/2022 | (I)2020 statements and reports (II)Distribution of 2020 earnings (III)Distribution of remuneration to directors and supervisors and that to employees for 2020 (IV)2020 Internal Control System Declaration (V)Lifting of the non-competition pledge obligations upon the newly elected directors (VI)Independence assessment and delegation of CPAs (VII)Discussion of lending of funds (VIII)Ratification of derivatives (IX)Limits of borrowings from Taipei Fubon Commercial Bank and ratification of endorsements/guarantees to subsidiaries (X)Ratification of limits of borrowings from Bank SinoPac (XI)Intended 2021 General Shareholders' Meeting (XII)Related matters of accepting proposals from shareholders prior to the 2021GeneralShareholders' Meeting |
Approved by all attending directors without objection. |
| 05/05/2022 | (I)Review of the distribution of remuneration to directors and supervisors for 2020 (II) Review of the distribution of remuneration to managers and employees for 2020 (III)Third domestic unsecured-convertible corporate bonds in the nation |
Approved by all attending directors without objection. |
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| Meeting Date |
Summary | Resolutions |
|---|---|---|
| (IV) Revision to the plan to invest in the subsidiary Syncmold Enterprise Vietnam Co., Ltd. and capital increase (V) Line of credit from Yuanta Bank (VI) Line of credit from E.SUN Bank (VII) Ratification of addition of the line of credit from Chinatrust Commercial Bank and endorsement/guarantee (VIII) Ratification of derivatives (IX) Discussion of lending of funds (X) Authorization over the change of the venue for 2021 General Shareholders’ Meeting |
||
| 07/08/2022 | (I)Intended rescheduling of date and venue for 2021 General Shareholders’ Meeting |
Approved by all attending directors without objection. |
| 08/02/2022 | (I)Discussion of lending of funds (II) Line of credit from E.SUN Bank and endorsements/guarantees to subsidiaries (III)Revision of 2021 Business Budget Proposal (IV)Change of Corporate Governance Officer (V) Ratification of the line of credit from Taishin International Bank (VI) Ratification of the line of credit from Mega International Commercial Bank (VII)Ratification of the line of credit from Yuanta Bank (VIII)Ratification of derivatives (IX)Revision of the written internal control system |
Approved by all attending directors without objection. |
| 11/07/2022 | (I) Discussion of lending of funds (II) Review of the second distribution of remuneration to managers and employees for 2020 (III)Review of the three-festival gift money to managers for 2021 (IV)Ratification of derivatives |
Approved by all attending directors without objection. |
| 12/29/2022 | (I)2022 Business Budget (II)2022 Internal Audit Plan (III)Independence assessment and delegation of CPAs (IV)Revision of the “Audit Committee Organic Rules” (V) Revision of the “Corporate Social Responsibility Best Practice Principles” (VI) Revision of the “Corporate Governance Best Practice Principles” (VII) Ratification of the revisions made to the written internal control system (VIII) Ratification of the line of credit from Chinatrust Commercial Bank and endorsement/guarantee (IX)Ratification of endorsement/guarantee (X)Ratification of derivatives |
Approved by all attending directors without objection. |
| 3/15/2023 | (I)2021 Statements and reports (II)Distribution of 2021 earnings |
Approved by all attending directors without objection. |
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| Meeting Date |
Summary | Resolutions |
|---|---|---|
| (III) Distribution of remuneration to directors and that to employees for 2021 (IV)Payout of cash from capital surplus (V)2021 Internal Control System Declaration (VI) Discussion of lending of funds (VII)Endorsements/Guarantees to the subsidiary LEOHAB ENTERPRISE CO., LTD. (VIII) Endorsements/Guarantees to the subsidiary GATETECH TECHNOLOGY INC. (IX)Amendments to the Articles of Incorporation (X) Amendments to the Procedures for Asset Acquisition and Disposal (XI) Amendments to the Rules of Procedure for Shareholders’ Meetings (XII)Intended 2022 General Shareholders' Meeting (XIII) Related matters of accepting proposals from shareholders prior to the 2022 General Shareholders' Meeting (XIV)Ratification of derivatives (XV) Ratification of the line of credit from HSBC Bank (Taiwan) Limited (XVI) Limits of borrowings from Taipei Fubon Commercial Bank and ratification of endorsements/guarantees to subsidiaries (XVII)Ratification of limits of borrowings from BankSinoPac |
||
| 05/08/2023 | (I) Financial statements for Q1 of 2022 (II) Review of the distribution of remuneration to directors for 2021 (III) Review of the distribution of remuneration to managers and employees for 2021 (IV) Review of incentives to managers for 2022 (V) Discussion of lending of funds (VI) Line of credit from E.SUN Bank (VII) Line of credit from Yuanta Bank (VIII) Ratification of derivatives (IX) Amendments to the Rules of Procedure for Shareholders’ Meetings (X) Revision of the Corporate Governance Best-Practice Principles (XI) GHGinformation check and verificationplan |
Approved by all attending directors without objection. |
-
3.3.12 The contents of the board resolutions regarding which independent directors have voiced opposing or qualified opinions on the record or in writing in the most recent year or up to the publication of the annual report: None.
-
3.3.13The resignation or dismissal of the Company’s Chairman, President, Accounting Officer, Finance Office, Internal Audit Director, Corporate Governance Supervisor and RD Supervisor in the most recent year or up to the publication of the annual report: None.
-
62 -
3.4 Audit Fees
Unit : NT$ in thousands
| Accounting Firm |
Name of CPA |
Audit Fee | Non-audit Fees | Non-audit Fees | Non-audit Fees | Non-audit Fees | Audit Period | Remark | |
|---|---|---|---|---|---|---|---|---|---|
| Direct Deduction Method |
Issuancen of CB |
Annual Report Review |
Business Tax Audit and Reporting |
Subtotal |
Audit Period | ||||
| Deloitte & Touche |
Chih-Yuan Chen |
6,540 | 45 | 30 | 30 | 700 | 805 | The year of 2022 |
The audit fee includes Syncmold, its consolidated subsidiary and the check list of non-supervisor, full-time employee |
| Yao-Lin Huang |
3.4.1 If a new CPA Firm is commissioned to serve for an audit fee less than the year before, please disclose the audit fee amount before and after the CPA replacement arranged and the reason for doing so: None
3.4.2 If the audit fee of current year is more than 10% less than the year before, please disclose the audit fee amount and ratio reduced and the root cause of the fee reduction: None.
-
3.5 Information For Change Of CPA: None.
-
3.6 The Chairman, President, And Managers Responsible For Finance Or Accounting Who Had Held A Position In The CPA Office Or Its Affiliates : None.
-
3.7 Changes In The Shares Held And Pledged By Directors, Supervisors, Managers, And Major Shareholders Holding Over 10% Of Outstanding Shares In The Most Recent Year And Up To The Publication Of The Annual Report : None.
-
63 -
3.7.1 Changes in holdings of directors, supervisors, managers and shareholders with holding exceeding 10% :
Unit : Share
| Unit:Share | Unit:Share | ||||
|---|---|---|---|---|---|
| Title | Name | 2022 | As of April 18,2023 | ||
| Increase (decrease) of shareholding |
Increase (decrease) of shares pledged |
Increase (decrease) of shareholding |
Increase (decrease) of shares pledged |
||
| Chairman | Chiu-Lang,Chen | 200,000 | 0 | 0 | 0 |
| Director | Fortune Investment Co., Ltd. |
0 | 0 | 0 | 0 |
| Director | Tim,Weng | 0 | 0 | 0 | 0 |
| Director | Shu-Yen,Chuang | 0 | 0 | 0 | 0 |
| Independent Director | Yung-Lu,Tsai | 0 | 0 | 0 | 0 |
| Independent Director | Shih-Kuang,Tsai | 0 | 0 | 0 | 0 |
| Independent Director | Da-Ho,Yen | 0 | 0 | 0 | 0 |
| Independent Director | Hui-Chin,Chiu | 0 | 0 | 0 | 0 |
| Independent Director | Wen-Hung,Kao | 0 | 0 | 0 | 0 |
| V.P. | Connie,Hsu | 0 | 0 | 0 | 0 |
| V.P. | Gray,Yan | 0 | 0 | 0 | 0 |
| V.P. | Alex,Cheng | 0 | 0 | 0 | 0 |
| V.P. | Daphne,Chang | 0 | 0 | 0 | 0 |
| V.P. | Peter,Huang | 0 | 0 | 0 | 0 |
| A.V.P. | Y.Y.,Hsieh | 0 | 0 | 0 | 0 |
| A.V.P. | Randy,Lin | 0 | 0 | 0 | 0 |
| A.V.P. | Phillip,Cheng | 0 | 0 | 0 | 0 |
| A.V.P. | Monty,Chen | 0 | 0 | 0 | 0 |
| A.V.P. | Toni,Kao | 0 | 0 | 0 | 0 |
| A.V.P. | Scott,Lu | 0 | 0 | 0 | 0 |
| A.V.P. | Alvin,Chen | 0 | 0 | 0 | 0 |
| Corporate governance supervisor |
Scott, Bou | 0 | 0 | 0 | 0 |
| Manager | Carrie,Wang | 0 | 0 | 0 | 0 |
-
3.7.2 Equity transfer information : None
-
3.7.3 Equity pledge information : None
-
64 -
3.8 Top-10 shareholders being the related party as defined in statement of finance accounting:
Information on relationships among the top ten shareholders
| April 18,2023 | April 18,2023 | April 18,2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| NAME | CURRENT SHAREHOLDING |
SPOUSE’S/MINOR’S SHAREHOLDING |
SHAREHOLDING BY NOMINEE ARRANGEMENT |
NAME AND RELATIONSHIP BETWEEN THECOMPANY’S TOP TEN SHAREHOLDERS, ORSPOUSES OR RELATIVES WITHIN TWODEGREES |
REMARK | ||||
| Shares | (%) | Shares | (%) | Shares | (%) | Name | Relations | ||
| Chiu-Lang,Chen | 8,708,211 | 7.04% | 93,022 | 0.08% | 2,300,000 | 1.86% | Jianhong, Chen | first-degree relatives | |
| Jianyuan, Chen | first-degree relatives | ||||||||
| Fortune Investment Co., Ltd. (Representative:Jian-yuan, Chen) |
5,200,139 | 4.20% | - - |
- - |
- - |
- - |
Chiu-Lang ,Chen | first-degree relatives | |
| Jian-hong, Chen | second-degree relatives | ||||||||
| Jian-yuan, Chen | 2,529,717 | 2.04% | - | - | - | - | Chiu-Lang ,Chen | first-degree relatives | |
| Jianhong, Chen | second-degree relatives | ||||||||
| Tim, Weng | 2,747,581 | 2.22% | - | - | - | - | - | - | |
| Zong-Ying, Dong | 2,595,000 | 2.10% | - | - | - | - | - | - | |
| Jian-hong, Chen | 2,553,750 | 2.06% | Chiu-Lang ,Chen | first-degree relatives | |||||
| Jianyuan, Chen | second-degree relatives | ||||||||
| Guan-zhen Investment Co., Ltd. (Representative:Jian-hong, Chen) |
2,970,647 | 2.40% | - - |
- - |
- - |
- - |
Chiu-Lang ,Chen | first-degree relatives | |
| Jianyuan, Chen | second-degree relatives | ||||||||
| Hongbo Investment Co., Ltd. (Representative: Chiu-Lang ,Chen) |
2,300,000 | 1.86% | - - |
- - |
- - |
- - |
Jian-hong, Chen | first-degree relatives | |
| Jian-yuan, Chen | first-degree relatives | ||||||||
| Citibank (Taiwan) Commercial Bank entrusted with custody of the Norwegian Central Bank's investment fund. |
1,680,500 | 1.36% | - | - | - | - | - | - | |
| Shu-Yen, Chuang | 1,918,684 | 1.55% | - | - | - | - | - | - |
-
65 -
-
3.9 The Shares Of The Invested Company Held By The Company, The Company’S Directors, Supervisors, Managers, And Companies Controlled Directly Or Indirectly, And The Aggregated Overall Shareholding Ratio:
As of April 12, 2022
| AffiliatedCompanies (Note) | Ownership bytheCompany |
Ownership bytheCompany |
Ownership byDirectors, Supervisors,Managers andEntitiesDirectly or IndirectlyControlled by theCompany |
Ownership byDirectors, Supervisors,Managers andEntitiesDirectly or IndirectlyControlled by theCompany |
Total Ownership | Total Ownership |
|---|---|---|---|---|---|---|
| Shares | % |
Shares | % | Shares | % | |
| Syncmold Enterprise (Samoa) Corp. |
3,545,584 | 100% | - | - | 3,545,584 | 100% |
| Grand Advance Inc. | - | 100% |
- | - |
- | 100% |
| Syncmold Enterprise (USA) Corp. |
- | 100% |
- | - |
- | 100% |
| Syncmold Enterprise Vietnam Co., Ltd. |
- | 100% |
- | - |
- | 100% |
| Syncmold Enterprise (MALAYSIA) Sdn., Bhd. |
- | 100% |
- | - |
- | 100% |
| Syncmold Enterprise (SINGAPORE) Pte., Ltd. |
- | 100% |
- | - |
- | 100% |
| Syncmold Enterprise (THAILAND) Co., Ltd. |
- | 100% |
- | - |
- | 100% |
| High Grade Tech Co., Ltd. | 2,280,000 | 35.63% | - | - | 2,280,000 | 35.63% |
| CANFORD INTERNATIONAL LIMITED |
- | 100% |
- | - |
- | 100% |
| Fullking Development Limited | - | 100% |
- | - |
- | 100% |
| FULL GLARY HOLDING LIMITED |
- | 100% |
- | - |
- | 100% |
| Full Big Limited | - | 100% |
- | - |
- | 100% |
| Forever Business Development Limited |
- | 100% |
- | - |
- | 100% |
| Full Celebration Limited | - | 100% |
- | - |
- | 100% |
| Fuzhou Fulfil Tech Co., Ltd. | - | 100% |
- | - |
- | 100% |
| Fujian Khuan Hua Precise Mold., Ltd. |
- | 100% |
- | - |
- | 100% |
| Fuqing Foqun Electronic Hardware Tech Co.,Ltd. |
- | 100% |
- | - |
- | 100% |
| Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. |
- | 100% |
- | - |
- | 100% |
| Suzhou Fulfil Electronics Co., Ltd. |
- | 100% |
- | - |
- | 100% |
| Zhongshan Fulfil Tech Co., Ltd. | - | 100% |
- | - |
- | 100% |
| Kunshan Fulfil Tech Co., Ltd. | - | 100% |
- | - |
- | 100% |
| Chongqing Fulfil Tech Co., Ltd. | - | 100% |
- | - |
- | 100% |
| CoreBio Technologies Co., Ltd. | 5,200,000 | 38.29% | - | - |
5,200,000 | 38.29% |
| Gatetech Technology Co., Ltd. | 42,432,000 | 73.82% | - | - |
42,561,542 | 74.05% |
| Gatech Holding Ltd. | - | 73.82% | - | - |
- | 74.05% |
- 66 -
| Gatech International Ltd. | - | 73.82% | - | - |
- | 74.05% |
|---|---|---|---|---|---|---|
| Gatech (Suzhou) Inc. | - | 73.82% | - | - |
- | 74.05% |
| Leohab Enterprise Co., Ltd. | 16,619,800 | 70.00% | - | - | 16,619,800 | 70.00% |
| Sweet International Group Ltd. | - | 70.00% | - | - | - | 70.00% |
| Lucky King Holdings Ltd. | - | 70.00% | - | - | - | 70.00% |
| Commuwell Enterprise (Thailand)Co.,Ltd. |
- | 70.00% | - | - | - | 70.00% |
| Suzhou Leoho Electronics Co., Ltd. |
- | 70.00% | - | - | - | 70.00% |
| Smart Automation Technology Inc. |
1,568,000 | 49.00% | - | - | 1,568,000 | 49.00% |
- 67 -
IV 、 CAPITAL OVERVIEW
4.1 Capital And Shares
4.1.1 Source of capital
4.1.1.1 Type of capital
| April 18, 2023;Unit:Share | April 18, 2023;Unit:Share | April 18, 2023;Unit:Share | April 18, 2023;Unit:Share | |
|---|---|---|---|---|
| Type | Authorized Capital | Note | ||
| Outstanding Shares (note) |
Non-issued Shares |
Total | ||
| Registered Common Shares |
123,725,794 | 76,274,206 | 200,000,000 | 1. Listed company stock 2. Retained warrants for subscription of 3,000,000 share |
4.1.1.2 Formation of capital
April 18, 2022 ; Unit : 1000 Share; NT$ in thousands
| April 18, 2 | April 18, 2 | 022;Unit:1000 Share; NT$ in thousands | 022;Unit:1000 Share; NT$ in thousands | 022;Unit:1000 Share; NT$ in thousands | ||||
|---|---|---|---|---|---|---|---|---|
| Year / Month |
Issued price (NT$) |
Authorized capital | Paid-in Capital | Remarks | ||||
Shares |
Amount | Shares | Amount | Source of capital (NT$1,000) |
Capital Increase d by Assets Other than Cash |
Approval date and document No. |
||
| 2004.12 | 10 | 15,000 | 150,000 | 15,000 | 150,000 | Capital increase 125,000 by cash |
— | December 13, 2004 Tai.Chai.Chen.I.Tzi No. 09333164610 |
| 2005.07 | 10 | 40,000 | 400,000 | 25,000 | 250,000 | Capital increase 70,000 by cash Capital increase 30,000 by earning |
— | July 7, 2005 Tai.Chai.Chen.I.Tzi No. 09432406570 |
| 2006.10 | 10 | 40,000 | 400,000 | 30,810 | 308,100 | Capital increase 58,100 by earning |
— | November 17, 2006 Tai.Chai.Chen.I.Tzi No. 09533140020 |
| 2007.03 | 10 | 40,000 | 400,000 | 35,000 | 350,000 | Capital increase 41,900 by cash |
— | March 2, 2007 Tai.Chai.Chen.I.Tzi No. 09631749920 |
| 2007.09 | 10 | 50,000 | 500,000 | 41,500 | 415,000 | Capital increase 65,000 by earning |
— | September 19, 2007 Tai.Chai.Chen.I.Tzi No. 09632780680 |
| 2008.09 | 10 | 160,000 | 1,600,000 | 45,057 | 450,565 | Capital increase 35,565 by earnings and employee stock option |
— |
September 19, 2007 Tai.Chai.Chen.I.Tzi No. 09733104880 |
| 2008.12 | 10 | 160,000 | 1,600,000 | 135,169 | 1,351,685 | Merged with Fulfil Tech. Co., Ltd with new issuance of NT$ 901.12 million. |
— | February 23, 2009 MOEA.So.Sun.Tzi No. 09801032360 |
| 2009.09 | 10 | 160,000 | 1,600,000 | 135,376 | 1,353,755 | Capital increase 2,070 by employee stock option |
— | September 14, 2009 MOEA.So.Sun.Tzi No. 09801210290 |
| 2010.04 | 10 | 160,000 | 1,600,000 | 135,845 | 1,358,455 | Capital increase 4,700 by employee stock option |
— | April 21, 2010 MOEA.So.Sun.Tzi No. 09901078050 |
- 68 -
| 2010.09 | 10 | 160,000 | 1,600,000 | 136,040 | 1,360,408 |
Capital increase 1,953 by employee stock option |
— | September 16, 2010 MOEA.So.Sun.Tzi No. 09901208440 |
|---|---|---|---|---|---|---|---|---|
| 2011.07 | 10 | 160,000 | 1,600,000 | 136,638 | 1,366,384 |
Conversion of convertible bond of 598,000 shares |
— | July 22, 2011 MOEA.So.Sun.Tzi No. 10001166200 |
| 2012.10 | 10 | 160,000 | 1,600,000 | 137,816 | 1,378,158 |
Conversion of convertible bond of 1,177,000 shares |
— | October31, 2012 MOEA.So.Sun.Tzi No. 10101225400 |
| 2013.02 | 10 | 160,000 | 1,600,000 | 142,251 | 1,422,512 |
Conversion of convertible bond of 4,435,000 shares |
— | February 1, 2013 MOEA.So.Sun.Tzi No. 10201022320 |
| 2013.04 | 10 | 160,000 | 1,600,000 | 146,873 | 1,468,732 |
Conversion of convertible bond of 4,622,000 shares |
— | April24, 2013 MOEA.So.Sun.Tzi No. 10201075050 |
| 2013.08 | 10 | 160,000 | 1,600,000 | 148,592 | 1,485,901 |
Conversion of convertible bond of 1,719,000 shares |
— | August 5, 2013 MOEA.So.Sun.Tzi No. 10201154290 |
| 2013.12 | 10 | 160,000 | 1,600,000 | 149,856 | 1,498,563 |
Conversion of convertible bond of 1,264,000 shares |
— | December 6, 2013MOEA.So.Sun. Tzi No. 10201241380 |
| 2017.05 | 10 | 160,000 | 1,600,000 | 153,381 | 1,533,813 |
Conversion of convertible bond of 3,525,000 shares |
— | May 8, 2017 MOEA.So.Sun.Tzi No. 10601054200 |
| 2017.06 | 10 | 160,000 | 1,600,000 | 158,524 | 1,585,241 |
Conversion of convertible bond of 5,143,000 shares |
— | June 1,2017 ,MOEA.So.Sun.Tzi No. 10601066760 |
| 2017.09 | 10 | 200,000 | 2,000,000 | 161,537 | 1,615,370 |
Conversion of convertible bond of 3,013,000 shares |
— | September 6, 2017 MOEA.So.Sun.Tzi No. 10601123350 |
| 2017.12 | 10 | 200,000 | 2,000,000 | 163,573 | 1,635,732 |
Conversion of convertible bond of 2,036,000 shares |
— | December 8, 2017 MOEA.So.Sun.Tzi No. 10601161370 |
| 2018.04 | 10 | 200,000 | 2,000,000 | 164,966 | 1,649,656 |
Conversion of convertible bond of 1,392,000 shares |
— | April 18, 2018 MOEA.So.Sun.Tzi No. 10701039580 |
| 2018.09 | 10 | 200,000 | 2,000,000 | 123,724 | 1,237,242 | Capital reduction by cash | — | September 12, 2018 MOEA.So.Sun.Tzi No. 10701117370 |
| 2023.03 | 10 | 200,000 | 2,000,000 | 123,726 | 1,237,258 |
Conversion of convertible bond of 2,000 shares |
— | — |
4.1.2 Shareholder Structure
April 18, 2023 ; Unit : People ; Share ;﹪
| April 18, 2 | 023;Unit:Peopl | e;Share;﹪ | ||||
|---|---|---|---|---|---|---|
| Shareholder Structure Quantity |
Governm ents |
Financial Institutions |
Other Institutions |
Individuals | Foreign Institutions & Individuals |
Total |
| Members | 0 | 5 |
200 | 31,707 |
78 |
31,990 |
| Total Share Held |
0 | 2,705,000 |
||||
| 12,617,688 | 97,823,238 |
10,579,868 |
123,725,794 |
|||
| Shareholdin gs(%) |
0% | 2.19% |
||||
| 10.20% | 79.06% |
8.55% |
100.00% |
- 69 -
4.1.3 Distribution of common shares :
April 18, 2023 ; Unit : Share ; ﹪
| April 18, 2023;U | nit:Share;﹪ |
||
|---|---|---|---|
| Shares | No. of Shareholders | Total Share Held | Shareholdings (%) |
| 1-999 | 17,986 | 1,302,307 | 1.05 |
| 1,000-5,000 | 11,036 | 23,295,147 | 18.83 |
| 5,001-10,000 | 1,646 | 12,616,181 | 10.20 |
| 10,001-15,000 | 503 | 6,396,284 | 5.17 |
| 15,001-20,000 | 264 | 4,810,740 | 3.89 |
| 20,001-30,000 | 208 | 5,207,391 | 4.21 |
| 30,001-40,000 | 105 | 3,695,866 | 2.99 |
| 40,001-50,000 | 56 | 2,582,074 | 2.09 |
| 50,001-100,000 | 99 | 7,337,390 | 5.93 |
| 100,001-200,000 | 47 | 6,933,182 | 5.60 |
| 200,001-400,000 | 14 | 4,368,901 | 3.53 |
| 400,001-600,000 | 8 | 3,681,172 | 2.98 |
| 600,001-800,000 | 2 | 1,382,250 | 1.12 |
| 800,001-1,000,000 | 2 | 1,794,000 | 1.45 |
| 1,000,001 shares or more. | 14 | 38,322,909 | 30.96 |
| Total | 31,990 | 123,725,794 | 100.00 |
4.1.4 List of Major Shareholders
April 18, 2023 ; Unit : Share ; ﹪
| April 18, 2023; | Unit:Share;﹪ |
|
|---|---|---|
| Name of Major Shareholders | Share Held | Shareholdings(%) |
| Chiu-Lang,Chen | 8,708,211 | 7.04 |
| Fortune Investment Co., Ltd. | 5,200,139 | 4.20 |
| Guan-zhen Investment Co., Ltd. | 2,970,647 | 2.40 |
| Tim, Weng | 2,747,581 | 2.22 |
| Zong-Ying, Dong | 2,595,000 | 2.10 |
| Jian-hong, Chen | 2,553,750 | 2.06 |
| Jian-yuan, Chen | 2,529,717 | 2.04 |
| Hong-bo Investment Co., Ltd. | 2,300,000 | 1.86 |
| Shu-Yen, Chuang | 1,918,684 | 1.55 |
| Standard Chartered Bankentrusted with the GMO EmergingMarkets Fund |
1,618,250 | 1.31 |
- 70 -
4.1.5 Information on Market Price, Book Value, Earnings Per Share and Dividend
unit : NT$ ; Thousands shares ;﹪
| Item | Year | Year | Year | 2021 |
2022 | As of March 31, 2023 |
|---|---|---|---|---|---|---|
| Market Price Per Share |
Highest |
102.5 | 72.80 | 62.80 | ||
Lowest |
63.00 | 57.00 | 58.60 | |||
| Average | 78.71 | 65.57 | 60.30 | |||
| Book Value Per Share |
Before distribution | 45.72 | 44.83 | 45.34 | ||
| After distribution | 40.42 | 41.83 | — | |||
| Earnings per share |
Weighted average shares | 123,724 | 123,724 | 123,724 | ||
| Earnings per share |
Before distribution |
2.03 | 3.00 | 0.30 | ||
| After distribution |
— | — | — | |||
| Dividends per share |
Cash dividend(note 1) | 5.30 | 3.00 | — | ||
| Stock dividends |
Before distribution |
— | — | — | ||
After distribution |
— | — | — | |||
| Accumulated unappropriated dividends |
— | — | — | |||
| Investment return analyses |
P/E ratio | 38.77 | 21.86 | — | ||
| Price-dividend ratio | 14.85 | 21.86 | — | |||
| Cash dividendyield | 6.73% | 4.58% | — |
Note 1 : 2022 earnings distribution has not yet been approved by shareholders’ meeting
Note 2:Formulas for the table :
(1) P/E ratio = Average annual closing price / Earnings per share 。
(2) Price-dividend ratio = Average annual closing price / Cash dividend per share
= (3) Cash dividend yield Cash dividend per share / Average annual closing price
4.1.6 Dividend Policy and Execution Status
(1) Dividend Policy
The company is in the growing phrase. The dividend policy will consider future capital need, long-term financial planning and shareholder interests, etc. Each year, the board of directors proposes a distribution proposal to the shareholders meeting. Cash dividend will be 5% to 100% of the total dividend. The actual amount of cash dividend will be approved in shareholders meeting.
In accordance with the provisions of the company's articles of incorporation, the company should deduct the benefits before the employee's remuneration and the director's compensation from profit before income tax. After retaining the amount of accumulated losses, if there is still a balance, the employee's remuneration shall be no less than 3% and the director's remuneration shall not exceed 2%.
Employees' compensation, director's compensation distribution ratio and the employee's compensation in the form of stocks or cash shall be reported by the board of directors to shareholders meeting at a resolution of more than two-thirds
- 71 -
of the directors' attendance and a majority of the directors' consent.
Employee compensation, either paid in stocks or cash, includes employees of subordinate companies that meet certain conditions.
Annual earnings concluded by the Company, if any, shall be first set aside for paying taxes and making up historical accumulated losses, followed by 10% as the legal reserve, and a provision or reversal of special reserve as required by law or the competent authority. Subsequently, if there are still earnings, the balance will be combined with prior accumulated earnings yet to be distributed. The Board of Directors will prepare the distribution proposal and introduce it during the shareholders’ meeting for a decision before they are distributed. Dividends distributed are about 0% to 90% of after-tax earnings. Cash dividends, in particular, account for around 5% to 100% of all dividends. The actual amount to be distributed shall be that approved through a shareholders’ meeting.
For 2022, the Company intends to distribute shareholder bonuses totaling NTD 371,172,513; all are to be distributed as cash dividends, that is NTD 3 per share.
-
(2) Annual proposal for issuance of bonus shares : non-applicable.
-
4.1.7 Impact of annual proposal for issuance of bonus shares on company performance and earnings per share : non-applicable.
-
4.1.8 Employee Compensation and Remuneration to Directors and Supervisors :
-
(1) The percentage and range of employee compensation and remuneration to directors and supervisors on the articles of incorporation : Please referred to the above explanation of 6.(1).
-
(2) The estimated basis for compensation for employees, directors and supervisors for the current period, calculation basis on the number of shares for employee’s compensation and accounting treatment if the actual distribution amount differs
from the estimated number :
-
a.The estimated remuneration to employees and that to directors for 2022 were NTD 43,000 thousand and NTD 9,800 thousand, accounting for 11.58% and 2.64% of after-tax net profit.
-
b.The calculated basis of stocks for employee compensation : Non-applicable
-
c. If the actual distribution amount is different from the estimated number, it is regarded as an estimated change and is included in the current profit and loss.
-
72 -
-
(3) Status of compensation approval by Board of Directors
-
a.If the actual amount of cash or stock compensation for employee, directors and supervisors is different with the annual expense recorded, the company should disclose, explain and deal with the situation.
Unit : NT$ in thousands
| Unit:NT$ in thousands | |||||
|---|---|---|---|---|---|
| Item | 2022 recorded amount |
Estimated amount (note) |
difference | reason | Status |
| Employee Compensation |
43,000 | 43,000 | - | If the actual distribution amount is different from the estimated number, it is regarded as 2023 annual expense. |
|
| Remuneration to Directors and Supervisors |
9,800 | 9,800 | - |
note : Approved by 2023 board of directors.
-
b. The percentage of amount of employee compensation by stock dividend to individual financial statements net income on the current year and to overall
-
employee compensation : No employee stock dividends during the year
-
c. Considered the employee compensation, remuneration to directors and supervisors, the earnings per share is calculated as NT$ 3 per share.
-
(4) The actual compensation for employee, directors and supervisors in the previous year. If the actual amount is different with the amount recorded, the company
should disclose, explain and deal with the situation. :
unit : NT$ in thousands
| unit: | NT$ in thousands | ||||
|---|---|---|---|---|---|
| Item | 2021 recorded amount |
Actual amount |
Difference | Reason | Status |
| Employee Compensation |
31,000 | 31,000 |
- | Due to accountin g practice. |
The difference is regarded as 2022 annual expense. |
| Remuneration to Directors and Supervisors |
7,000 | 7,000 |
- |
4.1.9 Situations of the Company’s buy back stocks : None
-
4.2 Corporate Bond (including overseas corporate bond) :
-
4.2.1 The processing of Convertible bond
| Types of corporate bonds | Third domestic unsecured Convertible Bond |
|---|---|
| Issuance(processing)date | 2021/09/09 |
| Face value | NT$100,000 |
| Issuingand TradingLocation | Domestic issuance,listed on the OTC tradingcenter |
| Issueprice | Actual issueprice is issued at 111.87% of the face value |
| Total | NT$1,342,452,350 |
- 73 -
| Interest rate | Interest rate | Coupon rate 0% |
|---|---|---|
| Maturity | 3years | |
| Guarantee Agency | None | |
| Trustee Bank | Taipei Fubon Commercial Bank Co.,Ltd. | |
| Underwriter | Fubon Securities Co. Ltd | |
| Certified Attorney | Handsome Attorneys at law | |
| Certified Public Accountant | Deloitte CPA Chih-Yuan Chen, Yao-Lin Huang |
|
| Repayment method | Unless the creditor has converted the bond into the company's common stock in accordance with Article 10 of the Conversion and Issuance Regulations, or the bond has been redeemed in advance by the Company in accordance with Article 18 of the Conversion and Issuance Regulations or repurchased and cancelled by the securities firm's office, the company will repaid in cash at 100% Within 10 business days after the maturity date of the converted corporate bonds. |
|
| Outstanding principal | NT$1,199,900,000(2023/3/31) | |
| Terms of redemption or early redemption |
Please refer to the issuance and conversion method | |
| Restriction clause | Please refer to the issuance and conversion method | |
| Name of credit rating agency, rating date,corporate bond ratingresults |
None | |
| Other rights |
Amount of common stock, Global Depositary Receipts or other securities that have been transferred (exchanged or subscribed) as of the date of publication of the annual report |
None |
| Issuance and conversion (exchange or subscription) methods |
Please refer to the issuance and conversion method | |
| Issuance and conversion, exchange or share subscription method, issuance conditions may dilute the equity and the impact on existing shareholders' rights and interests |
The company issued the third domestic unsecured convertible corporate bonds of NT$ 1,200,000 thousand. As of the end of March 2023, the outstanding balance was NT$ 1,199,900 thousand and the latest conversion price was NT$ 61.6. It is assumed that the corporate bond creditors will all convert at the conversion price of RMB 61.6 in the future. When it is an ordinary share, it will be convertible into 19,479 thousand ordinary shares of the company. Calculated by adding 123,725 thousand shares of the outstanding share capital and the number of convertible shares, the maximum dilution to the original shareholder's shareholdingratio is 13.60%. |
|
| The name of the custodian institution for the subject of the exchange |
N/A |
- 74 -
4.2.2 Convertible bond information
| Type of Corporate Bond | The third domestic convertible bond | The third domestic convertible bond | |
|---|---|---|---|
Item |
Year | 2022 | Jan.1 to Mar 31, 2023 |
| Market price of the convertible bond |
Highest | 120.00 | 110.00 |
| Lowest | 101.00 | 102.00 | |
| Average | 113.60 | 106.96 | |
| Conversion Price | 66.8 | 61.6 | |
| Issuance date and conversion price of issuance |
The conversion price issued on Sep. 9, 2021: NT$66.8 |
||
| The method of fulfilling conversion obligations |
Issuing new shares |
4.3 Preferred Stock : None
4.4 Issuance Of Global Depositary Receipts : None
4.5 Employee Stock Option :
-
4.5.1 Status of issuance of restricted employee warrant certificate
-
(1)Employee stock warrant certificate which has not expired:NA
-
(2) The name, acquisition and subscription of the managers and top ten employees who have obtained the employee stock option certificate and the number of the warrants as of the printing date of annual report : None
-
(3) The issuance of private employee stock option in the last three years and the date of publication of the prospectus : None.
-
-
4.5.2 Status of Restricted Employee Stock
-
(1) The impact of restricted employee stock options which are not fully vested on shareholders equity as of the annual report printed date : None
-
(2) The name and the status of managers and top ten employees of restricted employee stock accumulated as of the printing date of annual report : None 。
-
-
4.6 New Shares Issued For Merger Or Acquisitions :
-
4.6.1 In the most recent year and as printing date of the annual report, the company
has completed the merger or acquisition with newly issued stock : None
-
4.6.2 In the most recent year and as printing date of the annual report, the board of
- directors has approved the merger or acquisition with newly issued stock : None
-
4.7 Financing Plans And Implementation :
The third domestic unsecured conversion of corporate bond funds plan
-
(1) Program content
-
a. Approval date and document number of the competent authority:
-
75 -
On June 10, 2021, it was approved by the Financial Supervision which the Document No. 1100345849.
-
b. Total funds required for the project: NT$1,263,375 thousand.
-
c. Funding source:
The upper limit of the third domestic unsecured convertible corporate bonds to be issued is 12,000, with a three-year issuance period, each with a denomination of NT$100,000, a coupon annual interest rate of 0%, and a total issued denomination of NT$ 1,200,000 thousand. This time, the public underwriting was conducted by way of bidding and auction. The actual issue price was 111.87% of the face value, and the actual issue amount was NT$ 1,342,452,350.
- d. Planned projects and estimated progress of fund utilization
unit:NT$ and USD$ in thousands
| Project | Completion date | Total required funds |
Fund utilizationprogress | Fund utilizationprogress |
|---|---|---|---|---|
| 2021Q3 | 2022Q1 | |||
| Repaybank loan | 2021Q3 | NT$ 835,350 | NT$ 835,350 | - |
| Reinvestment in subsidiary |
2022Q1 | NT$ 428,025(Note) (USD 15,000) |
NT$ 285,350(Note) (USD 10,000) |
NT$ 142,675(Note) (USD 5,000) |
| Total | NT$ 1,263,375 | NT$ 1,120,700 | NT$ 142,675 |
Note: Calculated at the exchange rate of 1:28.535 NTD to USD.
-
e. Expected possible benefits
-
(a) Repayment of bank loan
In this financing plan, the company is expected to use NT$ 835,350 thousand to repay the bank loan, which is expected to reduce the interest burden on the bank loan. Based on the current loan amount and interest rate that the company intends to repay, it is estimated that the interest will be saved NT$ 2,464 thousand in 2021 and will save NT$ 5,914 thousand annually in the future, which will moderately reduce the financial burden of the company, reduce the dependence on financial institutions, improve the financial structure, improve the financial structure and enhance the short-term solvency, which will help The overall operation and development of the company.
(b) Reinvestment
unit:NT$ and USD$ in thousands
| unit:NT$ and USD$ | unit:NT$ and USD$ | in thousands | ||||
|---|---|---|---|---|---|---|
Total required |
Fund utilizationprogress | |||||
| Project | Sources of funds | |||||
funds (Note) |
2019Q3 | 2020Q1 | 2021Q3 | 2022Q1 | ||
| NT$ 285,350 | NT$ 25,000 |
NT$ 260,350 |
||||
| Bank loan | - |
- | ||||
| Reinvestment | (USD 10,000) | (USD 839) | (USD 9,161) | |||
| in subsidiary | Fundraising |
NT$ 428,025 | - |
- | NT$ 285,350 | NT$ 142,675 |
(USD 15,000) |
(USD 10,000) | (USD 5,000) |
||||
| NT$ 713,375 | NT$ 25,000 |
NT$ 260,350 |
NT$ 285,350 |
NT$ 142,675 |
||
| Total | ||||||
| (USD 25,000) | (USD 839) |
(USD 9,161) |
(USD 10,000) |
(USD 5,000) |
||
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Note: Calculated at the exchange rate of 1:28.535 NTD to USD.
Since taking office, the former US President Trump signed a memorandum on March 22, 2018 with the appeal of "America First", announcing that "China's theft of US intellectual property rights and trade secrets" would impose levies on goods imported from mainland China. Tariffs and the US-China trade war. Affected by this, the manufacturing industry has been transferred from mainland China to Southeast Asia. Among them, Vietnam has the advantages of high quality labor force, complete supply chain, sound industrial area infrastructure, and participation in a number of foreign trade agreements. Therefore, the company mainly sells customer system assembly plants ( SI) also transferred to Vietnam to build a factory layout.
In order to meet the needs of customers and build a variety of overseas production bases, the company has built a production base in Southeast Asia by taking advantage of Vietnam's abundant labor force, land resources and geographical location. Invested US$10,000,000 (equivalent to approximately NT$285,350,000) in Syncmold (Vietnam) to purchase land, build factories, and rent factories for local assembly and production in response to the strong demand of local suppliers in Vietnam. . Later, in order to meet the capital needs for the continuous construction of the plant and the subsequent engineering and mechanical and electrical construction, plant decoration, equipment capital expenditure and operating turnover, etc., it is planned to increase capital by US$10,000,000 and US$5,000,000 in 2021Q3 and 2022Q1 respectively. So the total investment plan of Syncmold (Vietnam) is 25,000,000 US dollars. It is expected that Syncmold (Vietnam) will be the center to build the main production base in Southeast Asia and become the second production base outside China. In addition to the US trade disputes, Vietnam can also win more cross-border orders through the extensive tariff trade agreements between Vietnam and Southeast Asia and other countries around the world. The Company estimates that the investment income of Syncmold (Vietnam) can be recognized as NT$ 748,338,000 in 2021~2026 years, and the estimated recovery period is about 6.89 years.
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V 、 OPERATION HIGHLIGHTS
-
5.1 Business Activities
-
5.1.1 Business Scoop
- (1) Major business operation of the Company
CB01010 Machinery and Equipment Manufacturing
CQ01010 Die Manufacturing
F113010 Wholesale of Machinery
F213080 Retail Sale of Other Machinery and Equipment
CC01110 Computers and Computing Peripheral Equipments Manufacturing CC01080 Electronic Parts and Components Manufacturing CC01060 Wired Communication Equipment and Apparatus Manufacturing F119010 Wholesale of Electronic Materials
F401010 International Trade
F108031 Wholesale of Drugs, Medical Goods
CF01011 Medical Materials and Equipment Manufacturing
CC01070 Telecommunication Equipment and Apparatus Manufacturing CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
ZZZ99999 In addition to the licensing business, the company can operate business in areas not prohibited or restricted by business laws
- (2) Major products and business ratio of the Company
unit : NT$ in thousands ; %
| un | it:NT$ in tho | usands;% | ||
|---|---|---|---|---|
| Percentage | Percentage | |||
of |
of | |||
| 2022 | ||||
| Major Product | 2021 | total Net | total Net | |
| Net Sales | Purchases |
Net Sales | Purchases | |
| (%) | (%) | |||
| Stand Products | 9,894,007 | 97.05 | 9,579,801 |
97.66 |
| Molds | 300,792 | 2.95 | 229,642 |
2.34 |
| Total Net Sales | 10,194,799 | 100.00 | 9,809,443 |
100.00 |
(3) The Company’s currently offered products and services
The company's main services are the design, manufacturing, and plastic injection of molding mold, modeling / mechanism design, model making, mold manufacturing, plastic injection of LCD monitor hinge base, LCD TV hinge base, AIO computer hinge base and AL and MG alloy die caster and precision stamping products. In terms of hinge products, we provide one-stop shop with full services from the ID review, mechanism design, material selection, sample design / production, exterior design, trial production, mass production. For the plastic mold products, we provides complete services such as design of product appearance and mechanism design, as well as vertical integrated services from molding, sample preparation and injection of plastic products.
| Products/ Services | Description |
|---|---|
| Design and manufacture of LCD monitor base, LCD TV base, AIO computer base |
LCD monitor hinge base, LCD TV hinge base, AIO computer hinge base, multi-axis (steering) or other special function base and hinge products designed to meet customer needs. We can accommodate with our clients to mass produce, improve yield and incorporate automation in the manufacturing process in various locations. |
| Mold molding / | Weprovide clientswith consistent developmentprocess from |
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| mechanism design | product design, mechanism design and mold making to plastic injection of finished product for mass-production. We also advise our clients on product design improvement and how to reduce mold cost andproduction cost. |
|---|---|
| Mold making | To reduce mold development risks, we offer small quantities production for new development products which can be used for marketing purpose. |
| Mold manufacturing | Based on the 2D and 3D image files provided by clients, we manufacture precision molds with automation equipment such as CNC and electric discharge machining through professional design software designprograms. |
| Aluminum and Magnesium die casting manufacturing |
professional manufacturer for Aluminum and Magnesium alloy die caster. The main products are Automotive parts, Bicycle components, Optical components, Air Valve components, DIY tools. |
| Manufacturing of metal stamping parts |
Precision stamping products primarily include 360-degree rotational bearings, keypad frames, cooling products, power supplyenclosures,etc. |
(4) Plan for developing new products or services
Current product items of the Company include mold making of LCD monitor stand, LCD TV stand, AIO computer stand, LCD monitor cover and other products, and mass production service of injection products. In the aspect of stand products, the Company engaged in developing compound process parts for simplifying product assembling; meanwhile, the Company successfully introduced automatization production equipment in 2019, raised production efficiency and product quality, developed components of automatization equipment through construction experience of automatization production equipment, and utilized the method of renting automatization equipment to increase business development opportunities. Furthermore, The Company proactively researches and manufactures small precision bearings and will apply them to folding mobile phones and notebook computers, among other 3C products, as 360-degree bearings. In business expansion, the Company has cut into the supply chains of monitor bearings of fitness equipment and 5G outdoor router mechanisms.
5.1.2 Industry Outlook
- (1) Industry status and development
The company main products are LCD monitor stands, hubs and plastic injection molds, plastic injection molding products. The LCD display stand product revenue accounts for about 90% of the company's combined revenue. The applications include LCD monitor stand, LCD TV stand and AIO computer stand. There is a trend for product with high structural strength, thin volume and metal appearance or special treatment appearance. Plastic injection molds and plastic molding products accounted for about 10% of the company's combined revenue. The applications include LCD monitor shells, LCD TV shells, etc., which mainly supply the demand of the Group's internal stand products and the needs of customers' plastic shells. The company has established production sites in Huadong Region, Fujian, Guangdong, Chongqing in mainland China and Southeast Asia to serve customers nearby. The following remarks are on the status and development of the industry of stand products, plastic injection molds and plastic molding products respectively:
A. Stand Products
The stand products produced by the company are essential components
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for LCD monitors, LCD TVs, AIO computers, etc. The rotating function for the display is convenient for use and saves space. It is mainly used in Dell, HP, Asus, Acer, AOC., SONY, NEC and other international brand, home appliance brand manufacturers’ LCD products. The LCD display industry status is as followed :
With the advance of technology, the traditional cathode-ray tube (CRT) has been completely replaced by flat-panel displays. In flat-panel displays, the most advantageous is price advantage of LCD displays which has also been accepted by the market. With the expansion of TFT-LCD panel capacity and the improvement of technology and yield, the panel price has dropped sharply, which has led to the mainstream application of display. At present, professional display OEMs leaders are TPV, Foxconn, Qisda, Wistron, L&T, Samsung, which account for more than 70% of the world's total shipments. With the competitive advantage of OEMs in this mature industry, the remaining manufacturers will not be able to shake the leading position of the manufacturers in the display industry.
B. Plastic Molding
Mold is an indispensable tool for the mass production of products in the industry from metal, plastic, rubber, glass and other materials. To form a certain shape of the finished product through high temperature, high pressure or high impact process, everything rely on the mold to complete. According to the Ministry of Economic Affairs sorting system, metal molds are divided into five items: die-casting molds, forging dies, stamping dies, plastic molding dies and other molds. The company is a manufacturer of plastic molding dies.
Taiwan's mold industry started later than Europe, the United States and Japan. The application of molds was mainly for electronic communication products. In 1998, the output value reached NT$ 60.4 billion, the highest output value recorded. After that, due to the impact of the Asian financial turmoil, the orders for molds in Southeast Asia decreased. Also, the production costs of domestic land and manpower increased gradually, which led to the transfer of downstream industries to China or Southeast Asian countries, and the output value began to decline year by year. In recent years, the global economy has gradually stabilized under the government's loose monetary policy. The company's plastic molding molds and plastic injection products are mainly for the supply of the Group's needs and client’s demand of shall for their information products.
- (2) The supply chain in upstream, midstream and downstream
A. Stand Products
The stand and hinge products produced by the company are mainly used to support LCD monitors, LCD TVs and AIO computers. Meanwhile, the company provides the main components of steering rotation and lifting. The upstream provides the raw material for manufacturing the stand and the hinge, including steel plate material, plastic material, iron (stainless steel) pipe, spring wire and die casting aluminum alloy, zinc alloy, etc. While, the downstream is to assemble all the key components, such as manufactures of monitors for video display and other related functions, or computers and televisions system assembly
manufacturers. The relationship is depicted as below :
Steel Plate : Ma Steel 、 Baosteel 、 China Steel 、 Vsc Steel 。 Upstream Zinc / aluminum alloy : SHUANG TONG 、 HUA LONG 、 Sigma 。
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Plastic material : Chimei 、 LG 、 Samsung 。 Midstream Stand, hinge manufacturing : Syncmold 、 Shin Zu Shing 、 Jarllytec 。 TV/Monitor/AIO assembly manafucturers : TPV 、 Foxconn 、 Downstream Wistron 、 Qisda 、 L&T 。
B.Molds
The molds designed by the company are mainly for the information products, home appliances and other related components. It is located at midstream at the mold industry supply chain. The relationship is depicted as
below :
Mold industry relationship chart in Taiwan
==> picture [388 x 404] intentionally omitted <==
----- Start of picture text -----
Tool steel : FKL Taiwan Steel and Tien Wen Trading 。
Upstream Tungsten carbide : CB-CERATIZIT 、 Porite Taiwan and Titanco 。
Parts : Futaba Taiwan 、 New Stone 、 Sen Yun 、 Chuen Jaang 。
Heat treatment : Kaori 、 Xing Guang 、 HISEN ENTERPRISES 、
Shin Kwang and NIHON PARKERIZING 。
Surface treatment : Princo 、 HUI TAI 。
Peripheral
CAD/CAM/CAE system : Darcam 、 SolidWizard 、 Parametric 、
ugintech 、 Cimatron 、 Getranic 。
Manufacturer - Moldex3D 。
Plastic molds : Syncmold 、 Nan Jomg 、 Ho Hsing 、 KAI MING and
Midstream
Depo 。
Main : directly sold to domestic clients
Channel
subordinate : directly sold to international clients
Electronic Communications : TPV 、 Acer 、 Foxconn 、 Wistron 、
Qisda 、 Asus 。
Downstream Photoelectric : Innolux 、 AUO 、 HannStar 。
Transportation :Yulon、Ford、China Motor、Kymco、Merida。
Machinery Industry : Victor Taichung 、 Yipc 、 Chin Fong 、
Tongtai 。
----- End of picture text -----
source : Metal Industries Research & Development Centre IT IS publication and synthesized by the company
- 81 -
(3) Developing trends in the products
A. Stand products
To sum up above description, in addition to product itself efficiency, the market demand of LCD monitor, LCD TV and AIO computer, dimension, weight, appearance and specific application functions and others were important factors of affecting the market. Hence how to be more efficient and better quality, meanwhile provide aesthetic shape design, variation research and development of stand and hinge products, all are the essential subjects and consecutive development direction encountered by the Company.
Our company's general LCD monitor stands and pivots account for approximately 60% to 70% of our business revenue. According to TrendForce data, overall business demand has significantly slowed down after the pandemic, and the consumer market is also experiencing a reduction in demand for consumer electronic products due to inflation and rising interest rates. Considering the end of the demand surge caused by the pandemic and the uncertainties in the global political and economic situation, it is estimated that the shipment volume of LCD monitors in 2023 will be approximately 127 million units, representing a year-on-year decrease of around 5.8% but recovering to pre-pandemic levels. However, as the Chinese market gradually lifts its restrictions, consumer demand is expected to recover. Additionally, after several seasons of inventory reduction, there is a slight recovery in inventory replenishment momentum. Therefore, the outlook for the market in 2023 remains optimistic. In terms of gaming-specific LCD displays, the shipment volume is facing a decline for the first time since 2016, reaching only 19.8 million units, a year-on-year decrease of 13%. However, some brands will replace their 75Hz gaming products with 100Hz models, and with the Hangzhou Asian Games scheduled for the third quarter of 2023, featuring e-sports competitions as one of the events, the demand for gaming products is expected to increase. TrendForce estimates that the gaming monitor market will recover and reach a shipment volume of approximately 20.8 million units in 2023, representing a year-on-year growth of 5%.
LCD TV stand products account for approximately 10% of our company's business revenue. According to TrendForce data, in the second half of 2022, brands reduced their panel purchases significantly to digest inventory, resulting in a year-on-year decrease of 3.9% with a total shipment volume of 202 million units for the year. It is expected that the major global consumer markets will continue to face high inflation pressure in the coming year, making TV shipment volume growth challenging.
AIO computer stand products account for approximately 9% of our company's business revenue. In 2022, due to excess brand inventory and production disruptions caused by the COVID-19 pandemic in China, the shipment volume was 12 million units, a year-on-year decrease of 15.7%. In the first half of 2023, brands will make efforts to clear their inventory, with the expectation that shipment volume will recover in the second half of 2023.
B. Mold Products
However, Taiwan has difficulties in retaining land, increasing labor costs, and technical difficulties such as competition between the mainland and Southeast Asian countries. Since low-priced and simple plastic molds have lost competitive advantages in China, it is inevitable to develop high-precision, highvalue-added molds. In the future, the mold industry will face the technical challenges for light, thin, precision and composite molding, molding integration
- 82 -
and environmental protection and energy saving. Mold design/manufacturing technology will play a very important role. Under this trend, the development of human resources and technology is vital, which not only promotes another wave of industry transformation, but also makes the future development of the mold industry clear and visible.
- (4) Compition on Prosucts
A. Stand Products
TPV, Foxconn, Wistron, Qisda, Pegatron, Quanta, L&T Displayand other system assemblers and international brands such as Dell, Hewlett-Packard, Asus, Acer, AOC, Sony, NEC and Funai are all major clients of the company. The above-mentioned system assemblers are the world's leading LCD monitors and LCD TV manufacturers. The company is a leader in high-end LCD monitor stand, LCD TV stand and hinge industries. We have accumulated years of research and development capabilities and manufacturing integration capabilities. Except for Korean brands, major display system assemblers are our clients. The company is superior to its peers in terms of R&D capability, service quality and delivery capability. Therefore, the company is able to maintain its leading position in the industry.
B. Molds
According to the research report of the Metal Industry Research and Development Center, Taiwanese mold industry operation status is dominated by small and medium-sized enterprises, 80% of the total industry have capital below NT$ 10 million. The scale of the company's molds is relatively high among the peers. With good customer relationship with long-term cooperation and with the demand for stand products, and the service and technical experience from design to mold manufacturing to trial production, our molding products are still competitive in the display industry.
5.1.3 Status on Skill and Development
(1) Business-related Technology
A. Stand Products
Due to the wide range of applications of the stand components, the company’s products are an indispensable part no matter the variation of display. In terms of product technology, the company has superior patented and development experience in the high-end stand products with rotating functions which is more competitive than peers, such as four-link lifting structure, vertical lifting, forward tilting, and clockwise (counterclockwise) steering, meanwhile conforming the variation and market trend of dimension and appearance for LCD monitor industry in recent years. The research and development of the Company turned to the stand with features of light, thin and high supporting strength, and the Company considered buyer’s demand of aesthetic shape and space saving to make products have more advantages of market competitiveness. B. Molds
Mold is one of the traditional industries. The key to competition lies in quality, cost, delivery and production efficiency. The company has accumulated many years of experience in mold development and manufacturing, design talents and market pulsation combined with customer needs and have long-term cooperation experience with customers. The design of the mechanism has a decisive influence on the quality of the mold. With the professional design talents with many years of expertise, the company conducts analysis of the mold flow before the mold is opened. This helps to reduce the number and time of mold modification and complete the mold manufacturing in advance. This is
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company's competitive niche.
(2) Status on R&D
The Company primarily produces LCD monitor sockets, LCD TV sockets, and AIO computer sockets as well as plastic injection molding dies for the enclosures of various types of information products. The company continues to integrate group resources to enhance product development efficiency and strives for continuous innovation and research to expand product applications, in order to meet future challenges.
A.R&D Expenses for the most recent year and as of March 31, 2023
| 2022 | 2022 | March31,2023 | March31,2023 |
|---|---|---|---|
| Amount | %ofSales | Amount | %ofSales |
| 182,447 | 1.86% | 44,832 | 2.45% |
In the 2022, our company's research and development expenses decreased compared to the previous year. These expenses were primarily allocated to the research and development of LCD monitor stands, LCD TV stands, AIO computer stands, precision pivot products, and automotive products.
For the 2023 fiscal year, our company plans to allocate approximately 1.4% to 1.8% of the revenue for research and development expenses. However, we will adjust this plan according to actual operational circumstances. The following is a summary of our major research and development projects for the upcoming year:
| Project Monitor 、AIOand TV stands Automated production equipment Die casting technology, precision bearings |
Description | RD Progress |
|---|---|---|
| As our company's main products are high-end monitor stands, our research and development focus remains primarily on LCD monitor stands, gaming monitor stands, AIO computer stands,and TV stands. |
Continued development of new products |
|
| To increase the coverage of automated production in our production line, our company continues to develop automated production equipment. |
Continued development of new products |
|
| Through strategic acquisitions, we aim to enhance magnesium alloy die casting technology and explore its potential applications in wearable devices, automotive markets, notebook computer bearings, and fitness equipmentproducts. |
Continued development of new products |
B. Results of R&D
The company’s results of R&D in 2022 are as followed :
Mainly LCD monitor and LCD TV support frame, expandable bracket structure, display lifting device and constant force spring module, hinge and display support device, liftable support device, linkage support device, adjustable loading mechanism, rotatable support frame, strain relief kit, liftable support device, thin carrier plate, support frame, cable management, sucked supporting device, quick releasing hinge model and pivoting device, etc.
5.1.4 Long-Term and Short-term Business Development Plan
- (1) Short-term development plan
A. Production policy and R&D
-
(A) Invest in appearance treatment equipment to increase value added of the products.
-
84 -
-
(B) Develop thin, small, strong structure and special appearance stand to meet the needs for gaming market.
-
(C) Expand automatic product market, create new energy of revenues
-
(D) Increase the number of parts produce in house to enhance the competitiveness.
-
(E) Establish safety stock system, decrease the risk of raw materials supply, and more efficient stock cost.
-
B. Operation and management strategy
-
(A) Integration of group resources, increase the scope of product application, gradually raise operation scale of the group
-
(B)Implement a lean management system, to maximize the group’s logistic, talents and information.
-
-
C. Financial strategy
-
(A) Provide immediate and accurate management information as a reference for decision making
-
(B) Properly use financial instruments to reduce exchange rate risks and minimize the impact of exchange rate fluctuation.
-
-
D. Marketing strategy
-
(A) Provide clients with in house design to incorporate our design concepts into new products.
-
(B) Cultivate sales talent for international business with the aim to win new orders.
-
-
(2) Long-term development plan
-
A. Production policy and R&D
-
(A) Develop micro-hinge components. 360-Degree rotating pivots and advanced die casting in response to future trends.
-
(B) Develop small, thin and lightweight stand products and promote to clients.
-
(C)Produce self-made components in a composite process to reduce the number of parts and improve quality and efficiency.
-
-
B. Operation and management strategy
-
(A) Cultivate potential management trainee and build group’s talent pool.
-
(B) Using information management system to identify misconducts, improve and to track the progress.
-
-
C. Financial strategy
-
(A) Under the principle of stable financial leverage and financial risk to use funds acquire moderate returns.
-
(B) Using cost analysis and manage information effectively to support the company’s decision making.
-
(C) Integrate horizontal and vertical resources, expand the group’s scale through strategical investment or merger and acquisition.
-
(E) Utilize global layout, actively add overseas production bases, diversify supply risk.
-
-
D. Marketing strategy
-
(A) Based on our research and development advantages, we will improve customer dependency and to maintain long-term relationships
-
(B) Develop high-end or special applications to increase revenue and profitability.
-
5.2 Overview of Market,Production and Sales Market Analysis
-
5.2.1Market analysis
-
85 -
(1) Sales and markets of main products and services
The company’s sales are mostly international order. The status of sales for most recent two years :
| recent two years: | recent two years: | recent two years: | recent two years: | recent two years: |
|---|---|---|---|---|
| unit:NT$ in thousands;% | ||||
| Year Region |
2021 |
2022 | ||
| Amount | % | Amount | % | |
| InternationalSales | 9,720,593 | 95.35 | 9,342,563 | 95.24 |
| DomesticSales | 474,206 | 4.65 | 466,880 | 4.76 |
| Net operatingrevenue | 10,194,799 | 100.00 |
9,809,443 |
100.00 |
(2) Market Share
A. Stand product
The stand products of the company include LCD monitor stand, LCD TV Stand and AIO computer stand. Based on the professional statistical institution, it is estimated that the market share of each product of the company is as follows. The company's clients are the world's major LCD display system assembly companies such as TPV, L&T Display, Foxconn, Wistron, Qisda, Pegatron and other LCD TV brand manufacturers such as Sony, Funai, etc. The market demand for this product still has a stable quantity, and it is developing toward a light, thin, large size trend. With the competitive advantage of the company, it is expected to have room for market share of high-end stand and hinge products with steering functions to be increased.
According to statistics from professional institutions, the global shipment volume of LCD monitors in 2022 was approximately 134,800 thousand units, with our company's market share at around 15.88%. The global shipment volume of gaming LCD monitors in 2022 was approximately 19,800 thousand units, with our company's market share at around 6.39%. The global shipment volume of LCD TVs in 2022 was approximately 201,800 thousand units, with our company's market share at around 1.40%. The global shipment volume of AIO computers in 2022 was approximately 12,000 thousand units, with our company's market share at around 19.49%. It is expected that the global shipment volume of LCD monitors will be around 120 to 140 million units in the coming years. Currently, it is anticipated that there will be intense competition in the LCD monitor market in 2023, and panel prices are likely to decline gradually each year. However, the acceleration of panel price stabilization will be a key support factor in the second half of 2023. Although the overall shipment volume of LCD monitors is decreasing, there is an expectation of market demand recovery in 2023 as inflation eases and brands clear their inventories.
B. Molds
At present, most of the domestic manufacturers of plastic injection molds have a small scale of operation. Since establishment, the company view us as professional mold factory has been committed to the development of mold technology and production efficiency. We spared no effort to cultivate many long-term cooperative customers by developing new technology and new applications. Our product quality and technology have been affirmed by our clients
According to the research and development department of Taiwan Die & Mold Industry Association, the total output value of domestic molds in 2020 is about NT$ 40.1 billion and the output value of plastic molds is about NT$ 10.29 billion. The revenue of plastic molds of our company in 2020 is about NT$ 540 million. It is estimated that the company's share of the output value of
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plastic molds is low and still has room for growth.
(3) Future Market Demand and Growth
A. Stand products
The stand and hinge products produced by the company are mainly used in LCD monitors, LCD TVs and AIO computers. The future development of LCD monitors, LCD TVs and AIO computers is as follows:
According to statistics from professional institutions, the estimated global shipment volume of LCD monitors in 2023 is 127,000 thousand units. The estimated global shipment volume of LCD TVs in 2023 was originally 199,000 thousand units. The estimated global shipment volume of AIO computers in 2023 is 12,000 thousand units. Based on the above statistics, it can be observed that the projected global shipment volumes for LCD monitors, LCD TVs, and AIO computers in the upcoming year are approximately 142 million units, 215 million units, and 13.2 million units, respectively, indicating a contraction in market demand.
Estimated Global LCD Monitor Shipment (in million unit)
==> picture [411 x 196] intentionally omitted <==
Estimated Global LCD TV Shipment (in thousands)
==> picture [409 x 179] intentionally omitted <==
Estimated Global AIO Computer Shipment (in million)
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==> picture [405 x 241] intentionally omitted <==
source : Wits View
B. Molds
According to the research data by the Taiwan Die & Mold Industry Association, the supply and demand side of Taiwanese mold industry has shown a trend of recovery since 2002. The output value from 2003 to 2008 was between NT$ 50 billion and gradually recovered after the financial crisis. Taiwan’s 2020 mold industry output value decreased by 4.75% compared with 2019, showing that the mold industry has obvious characteristics of the economic cyclical. To achieve fast delivery, the company sets up its mold production sites in areas close to its clients in order to meet the needs of clients and of the Group's needs of mold and plastic injection products It is expected that the mold industry will still have stable demand as continuous improvement of electronics, home appliances and 3C products.
unit : NT$ in hundred million
| uni | t:NT$ in hu m |
|||||||
|---|---|---|---|---|---|---|---|---|
| Item | Output Value |
Export Value |
Import Value |
Domestic Demand |
Demand Growth |
Export Ration |
Ratio of Dependence on Import |
Self- Sufficiency Rate |
| (Year) | A | B | C | D=A-B+C | E | F=B/A | G=C/D | H=1-G |
| 2004 | 567.7 | 200.6 | 58.8 | 425.9 | 23.81% | 35.34% | 13.81% | 86.19% |
| 2005 | 550.0 | 202.1 | 40.8 | 388.7 | -8.73% | 36.75% | 10.50% | 89.50% |
| 2006 | 550.4 | 191.5 | 44.3 | 403.2 | 3.73% | 34.79% | 10.99% | 89.01% |
| 2007 | 566.6 | 185.9 | 60.9 | 441.6 | 9.52% | 32.81% | 13.79% | 86.21% |
| 2008 | 495.6 | 191.2 | 55.7 | 360.1 | -18.46% | 38.58% | 15.47% | 84.53% |
| 2009 | 386.2 | 125.7 | 24.0 | 184.5 | -48.7% | 32.55% | 13.0% | 87% |
| 2010 | 458.4 | 143.8 | 29.9 | 344.5 | 86.7% | 31.37% | 8.68% | 91.32% |
| 2011 | 469.3 | 149.1 | 28.1 | 348.3 | 1.10% | 31.78% | 8.1% | 91.9% |
| 2012 | 468.2 | 155.6 | 32.4 | 345.0 | -0.95% | 33.23% | 9.39% | 90.61% |
| 2013 | 456.4 | 146.7 | 26.4 | 336.1 | -2.6% | 32.14% | 7.85% | 92.15% |
| 2014 | 470.3 | 168.5 | 29.2 | 331.0 | -1.5% | 35.83% | 8.82% | 91.18% |
| 2015 | 487.1 | 156.1 | 28.2 | 359.2 | 8.5% | 32.05% | 7.85% | 92.15% |
| 2016 | 449.1 | 150.0 | 25.9 | 325.0 | -9.5% | 33.4% | 7.97% | 92.03% |
| 2017 | 437.9 | 149.9 | 25.7 | 313.7 | -3.4% | 34.2% | 8.19% | 91.81% |
| 2018 | 455.0 | 145.4 | 30.8 | 340.4 | 8.5% | 32.0% | 9.04% | 90.96% |
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| Item | Output Value |
Export Value |
Import Value |
Domestic Demand |
Demand Growth |
Export Ration |
Ratio of Dependence on Import |
Self- Sufficiency Rate |
|---|---|---|---|---|---|---|---|---|
| 2019 | 421.0 | 129.8 | 26.8 | 318.0 | -6.6% | 30.8% | 8.42% | 91.58% |
| 2020 | 401.0 | 95.9 | 25.8 | 330.9 | -4.75% | 23.92% | 7.80% | 92.20% |
| 2021 | 525.0 | 124.4 | 29.2 | 429.8 | 29.88% | 23.69% | 6.79% | 93.21% |
| 2022 | 442.3 | 115.0 | 31.6 | 358.9 | -16.50% | 26% | 8.80% | 91.20% |
| source:Taiwan Die & Mold Industry Association and synthesized by the company |
The company's plastic injection molds are mainly used for the shells of LCD monitors and LCD TV. According to a professional statistical agency, in the next few years, the global LCD monitors and LCD TV shipments will be around 140 million units and 220 million units respectively. Moreover, the LCD monitors and the TV shells are still mainly made of plastic. Since the development of new products requires the cooperation from the molds, the demand for plastic injection molds can maintain stable growth.
- (4) Competitive Niche
A. Solid Technical Experience and Development Integration
The company has been deeply involved in the development of LCD monitor stands and hinge products for many years, accumulating a significant number of patents and technical expertise. We specialize in developing products with high structural strength and multi-axis rotation capabilities, which has positioned our company favorably in securing orders from major international manufacturers.
B. Provide Services Near the Clients
The company has established long-term and stable partnerships with international brands and system integrators. We have cultivated a deep level of cooperation and understanding with them. In recent years, we have been actively expanding our production bases globally, allowing us to accommodate the customer's needs by adjusting production line configurations at any time. This enables us to provide comprehensive services to customers worldwide.
C. Timely Delivery in Line with Client Policy
In terms of the stand products, closely cooperating with the system assembly manufacturer, the company can complete the shipment within five days after the client’s orders, which meets the customer's zero inventory policy and timely on-line assembly needs.
- (5) Advantages, Disadvantages and Countermeasures of Developing Prospects
A. Advantages
(A) R&D with resources, patents, inventions and leading technology
In terms of stand products, the company has the industry's largest patent base for display stands and hinges. International brands and system assemblers collaborate to develop new design structures, also, the company design potential products for clients to reduce client design costs. In terms of mold products, the company focuses on the development of materialsaving. In addition to meeting customer needs, it can also supply demand within the group to reduce production costs.
(B) Expand the scope of products to create growth energy of revenues
The Company integrated the group’s resources, increased the scope of product sale to expand the Company’s scale and diversify operation risk through the policies of strategical investment, merger and acquisition. This was exactly the strategy followed by the Company in 2019 and in 2020,
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respectively, with its investments in GATETECH TECHNOLOGY INC. and LEOHAB ENTERPRISE CO., LTD.
(C) Stable orders from international brands
Owning the patented technology of the stands, the company can provide prompt service for the development, testing and mass production of the entire products. This saves the research and development costs for the customer. At present, most of the major customers are international brand manufacturers or system assembly manufacturers which have long-term cooperation with the company. This advantage is an important factor for the company to grow steadily.
- (D) Raise automatization ratio, research and development
The Company voluntarily researched and developed automatization equipment, introduced production lines to strengthen production efficiency and product quality of the Company, and pushed the research results of automatization equipment in the scope of other intelligential manufacturing, expanded new business scopes.
-
B. Disadvantages and Countermeasures
-
(A) Higher costs due to fluctuations in raw material prices
The LCD display stand, hinge and molds are mainly made from special steel, galvanized steel, plastic pellet, spring, aluminum alloy, zinc alloy, iron (stainless steel) tube, etc. In recent years, the price of raw materials has increased significantly, resulting in increased material costs for the company.
Countermeasures :
The company absorbs the cost at the initial price increase of the raw material or reduces the material cost by purchasing in large quantities. When the raw materials rise to a long-term trend and exceed the company's affordable range, the company negotiates a reasonable increase to reflect the cost of the raw materials. For parts or appearances that require a large amount of demand or high added value, the company is committed to providing customers with a more complete service.
- (B) Higher labor cost and insufficient manpower
Since the implementation of the Labor Contract Law in mainland China, the basic salary of labor has been raised year by year, resulting in a significant increase in labor costs. Due to the shortage of labor, there have been frequent shortages of manpower and affected the production.
Countermeasures :
The company take labor cost in to consideration into quote. The company also committed to simplify product design and production process, expand automatic production equipment to reduce the dependence on labor and reduce the impact of rising labor costs.
(C) Price competition by peers and intense market competition
Due to the intense competition in the market, it will adversely affect the business expansion and profitability.
Countermeasures :
The scale of operation and efficiency of the peers are not as good as the company. The company has a large purchasing advantages and self-made parts to reduce costs. The company will continue to target high-value-added services and lock in high-end product markets to reduce the impact of peerto-peer price competition.
5.2.2 Function and Production Process of Products
-
90 -
-
(1) Important function of the products
A. Stand products
The company's stand and hinge products are mainly used in LCD monitor, LCD TV and AIO computer as an important component to support the display and assist its rotation (steering). In addition to the basic structural strength to support and connect the LCD display, it is also design for multi-steering functions such as front tilting, left and right rotation, up and down lifting, and clockwise (counterclockwise) rotation according to different requirements of high-value-added products.
B. Molds
The company produces plastic injection molds for the outer shell or components of LCD monitors, LCD TVs and other products.
(2)Production Process
- A. Stand products
Processing and inspection of stampings, die castings, plastic parts, springs and washers Incoming inspection and production management Production line assembly and adjustment Quality inspection
Production line assembly and adjustment
Warehousing and delivery operation
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==> picture [514 x 633] intentionally omitted <==
----- Start of picture text -----
B. Molds
PROGRAMIN
PREPARING DRAWING DRAWING
G SCHEDULE
STEEL DESIGN CHECK
DESIGN
SURFACE DATUM AXIS SHAPING
DOWEL PIN.
GRINDING &
ERILLING
DATUMFEATU
PRESSURE SURFACE
SUBCONTRA
CASTING FINISH MILLING PLANT
CTOR
OF
(POLISHING)
WIRE CNC
ASSEMBLE
CUTING MILLING
SCULPTURIN
TRIAL SHOT EDM
G
CHECK
ETCHING
MODIFY LATHING
(TEXTURE)
TRIAL SHOT
MOLD
PROCESS
SANDBLAST CHECK
CHECKED
AND
BENCH
PLATING PILOT RUN
WORK
----- End of picture text -----
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(3) Supply of Main Raw Materials
(A) Stand products
The main raw materials of the company's stand and hinge products are steel plates, aluminum alloys, zinc alloys, plastic pellets, washers, springs, shafts, screws, etc. Those are bulk commodities with prices available in the open market. There is no special or monopoly situation. Therefore, the company does not have a long-term supply contract with the supplier. Each of the main raw materials maintains at least two suppliers, which can effectively control the quality and price level of raw materials, also, other related risks such as excessive concentration of purchases can be effectively reduced.
(B) Molds
The main raw materials of the company's plastic injection molds are special steels and other components. Due to their wide variety of specifications, hardness, material properties and requirements from clients, the company has not signed a long-term supply contract with the supplier. The main raw materials are maintained at least two suppliers and the supply of goods can be fully obtained Therefore, there is still no over-concentration of supply, and the price and quality can be reasonably stable.
-
(4) List of Major Supplier and Clients
-
(A) The name, purchase amount, and ratio of the suppliers accounted for over 10% of the total purchase in one of the last two years, and the reason for the changes
in purchase : The suppliers of the company are extremely diversified and there are suppliers with more than 10% of total purchase.
- (B) The name, sale amount, and ratio of the customers accounted for over 10% of the total sale in one of the last two years, and the reason for the changes in sales :
unit : NT$ in thousands ; %
| Year Rank |
2021 | 2021 | 2022 | 2022 | 2022 | 2022 | 2023Q1 | 2023Q1 | 2023Q1 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Ratio to Annual Net Sales (%) |
Relatio nship with the issuer |
Name |
Amount | Ratio to Annual Net Sales (%) |
Relatio nship with the issuer |
Name |
Amount | Ratio to Annual Net Sales (%) |
Relation ship with the issuer |
|
| 1 | Company A |
2,504,787 |
24.57 |
None | Company A |
2,371,096 |
24.17 |
None | Company B |
526,989 | 28.79 |
None |
| 2 | Company B |
1,457,227 |
14.47 |
None | Company B |
841,378 |
8.58 |
None | Company A |
127,271 | 6.95 |
None |
| 3 | Company C |
977,722 |
9.59 |
None | Company C |
838,281 |
8.55 |
None | Company C |
113,724 | 6.21 |
None |
| Other | 5,237,063 | 51.37 |
- |
Other | 5,758,666 | 58.70 |
- |
Other | 1,062,280 | 58.05 |
- |
|
| Net Sales | 10,194,799 | 100.00 | Net Sales | 9,809,443 | 100.00 |
Net Sales | 1,830,264 | 100.00 |
There are no major changes in the major clients ranking.
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(5) Production, Volume, and Value of the last two years
Unit : thousand units / NT$ in thousands
| Year Output Main Products |
2021 |
2021 |
2021 |
2022 | 2022 | 2022 |
|---|---|---|---|---|---|---|
| Production capacity |
Production Quantity (1000 PCS) |
Production Value |
Production capacity |
Production Quantity (1000 PCS) |
Production Value |
|
| Stand Products(1000 PCS) | - | 60,570 | 7,891,096 | - | 52,469 | 6,962,854 |
Note:Some of the stand components and mold products produced by the company are self-use and can be sold externally, so the production capacity cannot be accurately counted.
- (6) Sales Volume and Value of the last two years
unit : 1000unit / NT$ in thousands
| Shipment Year & Sales Main Products |
2021 | 2021 | 2021 | 2021 | 2022 | 2022 | 2022 | 2022 |
|---|---|---|---|---|---|---|---|---|
| Domestic Sales | Export Sales | Domestic Sales | Export Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value |
|
| Stand Products (1000 PCS) |
180 | 37,681 | 58,974 | 8,332,384 |
195 |
118,371 | 52,186 | 7,847,307 |
5.3 Information About Of Employee
Unit : People ; %
| Item | Year | 2021 | 2022 | As of March 31,2023 |
|---|---|---|---|---|
| No. of Employee |
Direct Staff | 8 | 32 | 34 |
| Indirect Staff | 156 | 139 | 137 | |
| R&D Staff | 88 | 70 | 70 | |
| Total | 252 | 241 | 241 | |
| Average age | 40.72 | 41.16 | 41.34 | |
| Average seniority | 6.34 | 6.63 | 6.74 | |
| Academy Ratio (%) |
Master and above | 9.92% | 8.30% | 8.30% |
| College | 76.98% | 69.29% | 69.29% | |
| Senior High School and Below | 12.70% | 22.41% | 22.41% |
5.4 Expenditures On Environment Protection
The amount of penalty/fine (including compensation) imposed due to environmental pollution in the most recent year and up to the publication of the annual report, countermeasures and potential expenditures: None
5.5Employee/Employer Relation
- 5.5.1The company's various employee welfare measures, training, retirement system and its implementation status, as well as the agreement between labor and
management and the maintenance measures of various employee rights :
-
(1) Welfare measures for employees
-
94 -
The company has always adhered to the business philosophy of steady and sustainable development and pay great attention to employee welfare. Established the Staff Welfare Committee in 2004 and provided monthly benefits. The Welfare Committee arranged activities to promote various welfare measures for
employees. The welfare offerings by the Welfare Committee are as follows: :
(a)The company provides and pays for group insurance for all employees providing employee accidents and medical insurance.
(b) Emergency relief funds for employees faced accidents
(c) Employee wedding, birthday gift and funeral condolence payments etc.
(d) Hold various outdoor activities (travel, dinner party)
(e) Regular health check and medical consultation
(f) Holiday bonus or gifts
(g)Formulated the “Measures for Employee Child Care Subsidy” to provide employee childcare subsidies every year to reduce the burden for employees in 2017.
(h) Face masks and protective overalls, among other disease prevention resources, were provided to each employee free of charge to prevent against COVID-19.
(2) Career Development and Training for Employees
In order to improve the quality and work skills of employees, enhance work efficiency and quality, the company has implemented pre-employment guidance education for new employees. Internal education training is irregularly scheduled for all employees. Also, employees are selected to implement external education and training according to their specialties. By doing so, we hope to cultivate outstanding professional talents, improve operational performance and effectively developing human resources.
- (3) Retirement System:
The Company has established an employee retirement measure in accordance with the Labor Standards Law. According to the provisions, the pension payment is calculated based on the employee's service years and the average salary of the six months prior to retirement. The company provides monthly retirement reserve according to regulations and is administered by the Labor Retirement Reserve Supervision Committee and deposited in the Central Trust Office in the name of the committee. Since the implementation of the "Labor Pensions Measure" on July 1, 2005, a 6% pension has been paid for employees who choose to apply the measure.
- (4) Agreement between labor and management and various employee rights
The company has always adhered to the harmony of labor-management. All operations are in accordance with the norms of the Labor Standards Law. Regular labor-management meetings are held. The internal communication channels are
smooth. So far, there have been no major labor disputes. 。
-
5.5.2 Loss suffered from labor disputes in the latest year and up to the printing date of this Annual Report: :
-
(1) Loss suffered by the company in recent years due to labor disputes :
The company has not caused losses due to labor disputes since establishment.
-
(2) Estimated amount and countermeasures that may occur in the future
-
Under the current system and regular labor-management meetings in accordance with the law to enhance the exchange of views between employers and employees, the possibility of losses due to labor disputes in the future is extremely low.
5.6 Information Security Management:
To ensure the security of our company's hardware, software equipment, and
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internet infrastructure, the CEO has appointed personnel from the Information Technology department as the Information Security Manager and Information Security Officers. They are responsible for overseeing and coordinating internal information security matters within the company. Additionally, to mitigate the impact of internal human factors on information security, security personnel should regularly conduct information security education and training programs to enhance awareness and understanding of information security among the staff.
-
5.7 Important Contracts and Agreements: None.
-
96 -
VI 、 Financial Information
6.1 Five-Year Financial Summary
6.1.1 Condensed Balance Sheet and comprehensive Income Statement
(1) Condensed Consolidated Balance Sheet - IFRS
unit : NT$ in thousands
| Year Item |
Year Item |
Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial data up to March 31, 2023 (Note 2) |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Current asset | 7,167,417 | 7,651,497 | 8,808,968 | 8,039,734 | 7,881,036 | 7,750,090 | |
| Investments using equity method |
123,713 | 168,252 | 164,556 | 172,058 | 168,088 | 178,301 | |
| Property, plant, and equipment |
543,858 | 1,225,581 | 1,686,017 | 2,149,209 | 2,181,140 | 2,137,694 | |
| Intangible assets | 22,308 | 26,637 | 34,250 | 52,980 | 59,246 | 55,656 | |
| Other assets | 537,206 | 953,543 | 1,077,120 | 1,376,584 | 1,157,838 | 1,120,038 | |
| Total assets | 8,394,502 | 10,025,510 | 11,770,911 | 11,792,293 | 11,447,348 | 11,241,779 | |
| Current liability |
Before distribution |
2,598,926 | 3,786,437 | 4,929,446 | 3,878,934 | 3,787,567 | 3,588,369 |
| After distribution |
3,403,133 | 4,343,196 | 5,548,067 | 4,534,672 | (Note 1) | (Note 1) | |
| Noncurrent liabilities | 239,978 | 519,442 | 599,630 | 1,936,087 | 1,778,452 | 1,719,754 | |
| Total liabilities |
Before distribution |
2,838,904 | 4,305,879 | 5,529,076 | 5,815,021 | 5,566,019 | 5,308,123 |
| After distribution |
3,643,111 | 4,862,638 | 6,147,697 | 6,470,759 | (Note 1) | (Note 1) | |
| Shareholder’s equity attributable to parent company |
5,555,598 | 5,490,374 | 5,898,697 | 5,657,084 | 5,546,197 | 5,609,861 | |
| Capital stock | 1,237,242 | 1,237,242 | 1,237,242 | 1,237,242 | 1,237,242 | 1,237,242 | |
| Certificate of Entitlement to New Shares form Convertible Bond(Subscribed Stock) |
- | - | - | - | - | 16 | |
| Additional paid-in capital |
2,591,280 | 2,591,280 | 2,592,857 | 2,769,331 | 2,361,070 | 2,361,889 | |
| Retained earnings |
Before distribution |
2,158,582 | 2,295,872 | 2,704,213 | 2,337,701 | 2,466,681 | 2,504,812 |
| After distribution |
1,354,375 | 1,739,113 | 2,085,592 | 1,681,963 | (Note 1) | (Note 1) | |
| Other equity | (431,506) | (634,020) | (635,615) | (687,190) | (518,796) | (494,098) | |
| Treasury stock | - | - | - | - | - | - | |
| Non-controlling equity | - | 229,257 | 343,138 | 320,188 | 335,132 | 323,795 | |
| Total equity |
Before distribution |
5,555,598 | 5,719,631 | 6,241,835 | 5,977,272 | 5,881,329 | 5,933,656 |
| After distribution |
4,751,391 | 5,162,872 | 5,623,214 | 5,321,534 | (Note 1) | (Note 1) |
Note 1 : The proposal for the distribution of the 2022 earnings is yet to be resolved in the shareholders’ meeting.
Note 2 : The 2023Q1 financial data were reviewed by the CPA.
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(2) Condensed Balance Sheet (parent-company only) - IFRS
unit : NT$ in thousands
| Year Item |
Year Item |
Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Current assets | 1,724,346 | 1,574,884 | 1,728,616 | 1,951,329 | 1,755,821 | |
| Investments using equitymethod |
5,245,364 |
6,145,911 | 6,885,352 | 6,425,412 | 6,624,643 | |
| Property, plant, and equipment |
112,477 | 118,158 | 152,098 | 231,944 | 216,650 | |
| Intangible assets | 13,191 | 17,159 | 15,593 | 13,788 | 13,611 | |
| Other assets | 429,953 | 412,084 | 440,867 | 406,445 | 409,594 | |
| Total assets | 7,525,331 | 8,268,196 | 9,222,526 | 9,028,918 | 9,020,319 | |
| Current liabilities |
Before distribution |
1,729,426 |
2,486,460 | 3,056,845 | 2,048,577 | 2,148,888 |
| After distribution |
2,533,633 |
3,043,219 | 3,675,466 | 2,704,315 | (Note 1) | |
| Noncurrent liabilities | 240,307 | 291,362 | 266,984 | 1,323,257 | 1,325,234 | |
| Total liabilities |
Before distribution |
1,969,733 |
2,777,822 | 3,323,829 | 3,371,834 | 3,474,122 |
| After distribution |
2,773,940 |
3,334,581 | 3,942,450 | 4,027,572 | (Note 1) | |
| Shareholder’s equity attributable to parent company |
5,555,598 | 5,490,374 | 5,898,697 | 5,657,084 | 5,546,197 | |
| Capital stock | 1,237,242 | 1,237,242 | 1,237,242 | 1,237,242 | 1,237,242 | |
| Certificate of Entitlement to New Shares form Convertible Bond (Subscribed Stock) |
- | - | - | - | - | |
| Additional paid-in capital |
2,591,280 | 2,591,280 | 2,592,857 | 2,769,331 | 2,361,070 | |
| Retained earnings |
Before distribution |
2,158,582 |
2,295,872 | 2,704,213 | 2,337,701 | 2,466,681 |
| After distribution |
1,354,375 |
1,739,113 | 2,085,592 | 1,681,963 | (Note 1) | |
| Other equity | (431,506) | (634,020) | (635,615) | (687,190) | (518,796) | |
| Treasury stock | - | - | - | - | - | |
| Non-controlling equity | - |
- | - | - | - | |
| Total equity |
Before distribution |
5,555,598 |
5,490,374 | 5,898,697 | 5,657,084 | 5,546,197 |
| After distribution |
4,751,391 |
4,933,615 | 5,280,076 | 5,001,346 | (Note 1) |
Note 1 : The proposal for the distribution of the 2022 earnings is yet to be resolved in the shareholders’ meeting.
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(3) Condensed Consolidated Income Statement - IFRS
unit : NT$ in thousands
| Year Item |
Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial Data within the last 5 years | Financial data up to March 31, 2023 (Note 1) |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Operating income | 8,808,885 | 8,582,344 |
9,663,341 |
10,194,799 | 9,809,443 | 1,830,264 |
| Gross profit | 2,034,141 | 2,265,039 |
2,540,693 | 1,601,505 | 1,632,190 |
310,739 |
| Operating profit | 1,147,221 | 1,277,995 |
1,531,692 |
394,186 |
343,802 |
40,849 |
| Non-Operating income and expense |
218,327 | 166,995 |
(34,171) |
(9,570) |
263,687 |
(2,864) |
| Net income before tax | 1,365,548 | 1,444,990 |
1,497,521 |
384,616 |
607,489 |
37,985 |
| Net income of continuingoperations |
889,961 | 942,595 |
974,682 |
240,615 |
377,449 |
26,601 |
| Discontinuing operation loss | - | - | - | - | - | - |
| Net income | 889,961 | 942,595 |
974,682 |
240,615 |
377,449 |
26,601 |
| Other comprehensive profit and loss (net) |
(54,642) | (203,522) |
48 |
(57,086) |
182,317 |
26,905 |
| Total current comprehensiveprofit |
835,319 | 739,073 |
974,730 |
183,529 |
559,766 |
53,506 |
| Net income attributable to parent company’s shareholders |
889,961 | 941,542 |
965,738 |
251,755 |
371,277 |
37,481 |
| Net income attributable to non-controllingequity |
- | 1,053 | 8,944 |
(11,140) |
6,172 |
(10,880) |
| Total comprehensive profit and loss attributable to parent company’s shareholders |
835,319 | 738,983 |
963,505 |
203,175 |
544,822 |
62,829 |
| Total comprehensive profit and loss attributable to non-controllingequity |
- | 90 | 11,225 |
(19,646) |
14,944 |
(9,323) |
| Earnings per share | 5.88 | 7.61 |
7.81 |
2.03 |
3.00 |
0.30 |
Note 1 : The 2023Q1 financial data were reviewed by the CPA.
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(4) Condensed Income Statement (parent-company only) - IFRS
unit : NT$ in thousands
| unit:NT$ in thousands | unit:NT$ in thousands | unit:NT$ in thousands | unit:NT$ in thousands | unit:NT$ in thousands | |
|---|---|---|---|---|---|
| Year Item |
Financial Data within the last 5 years | ||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |
| Operating income | 3,338,567 | 3,706,674 |
3,931,114 |
4,019,707 |
4,114,858 |
| Gross profit | 475,750 | 550,327 |
517,748 |
677,285 |
590,247 |
| Operating profit | 82,774 | 117,630 |
100,739 |
252,852 |
169,998 |
| Non-Operating income and expense |
981,723 | 995,052 |
1,029,646 |
60,759 |
269,205 |
| Net income before tax | 1,064,497 | 1,112,682 |
1,130,385 |
313,611 |
439,203 |
| Net income of continuingoperations |
889,961 | 941,542 |
965,738 |
251,755 |
371,277 |
| Discontinuing operation loss | - | - | - | - | - |
| Net income | 889,961 | 941,542 |
965,738 |
251,755 |
371,277 |
| Other comprehensive profit and loss (net) |
(54,642) | (202,559) |
(2,233) |
(48,580) |
173,545 |
| Total current comprehensiveprofit |
835,319 | 738,983 |
963,505 |
203,175 |
544,822 |
| Net income attributable to parent company’s shareholders |
889,961 | 941,542 |
965,738 |
251,755 |
371,277 |
| Net income attributable to non-controllingequity |
- | - | - | - | - |
| Total comprehensive profit and loss attributable to parent company’s shareholders |
835,319 | 738,983 |
963,505 |
203,175 |
544,822 |
| Total comprehensive profit and loss attributable to non-controllingequity |
- | - | - | - | - |
| Earnings per share | 5.88 | 7.61 |
7.81 |
2.03 |
3.00 |
6.1.2 The name and opinion of the independent auditor within the last 5 year
| Year | Name ofCPA Firm | Name ofCPAs | Auditor’s opinions |
|---|---|---|---|
| 2018 | Deloitte & Touche | Tung-Feng Lee and Chih-Yuan Chen |
unqualified opinion |
| 2019 | Deloitte & Touche | Tung-Feng Lee and Chih-Yuan Chen |
unqualified opinion |
| 2020 | Deloitte & Touche | Tung-Feng Lee and Chih-Yuan Chen |
unqualified opinion |
| 2021 | Deloitte & Touche | Chih-Yuan Chen and Yao-Lin Huang |
unqualified opinion |
| 2022 | Deloitte & Touche | Chih-Yuan Chen and Yao-Lin Huang |
unqualified opinion |
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6.2Financial Ratio Analysis for Recent Five Years
6.2.1 Consolidated Financial Analysis within the last few years - IFRS
| Analysis | Year item |
Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial data up to March 31, 2023(Note 2) |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Financial structure |
Debt to assets ratio(%) |
33.82 | 42.95 | 46.97 | 49.31 | 48.62 | 47.22 |
Long term funds to property, plant, and equipment ratio(%) |
1,065.64 |
509.07 | 405.78 | 368.20 | 351.18 | 358.02 | |
| Solvency | Current ratio (%) | 275.78 | 202.08 | 178.70 | 207.31 | 208.08 | 215.98 |
Quick ratio (%) |
246.47 | 177.59 | 152.48 | 165.29 | 177.28 | 189.78 | |
| Interest coverage ratio (times) | 1,668.34 | 71.25 | 5,577.00 | 1,038.94 | 1,273.37 | 355.04 | |
| Operatin g ability |
Receivables turnover (times) | 2.72 | 2.46 | 2.57 | 2.61 | 3.30 | 3.48 |
| Accounts receivable collecting days |
134.19 | 148.37 | 142.02 | 139.84 | 110.60 | 104.88 | |
| Inventory turnover (times) | 11.25 | 8.47 | 7.39 | 7.01 | 6.73 | 6.12 | |
| Payables turnover (times) | 3.74 | 3.38 | 3.44 | 3.91 | 4.45 | 4.59 | |
| Average sales day for inventory | 32.44 | 43.09 | 49.39 | 52.07 | 54.23 | 59.64 | |
| Property, plant, and property turnover (times) |
16.20 | 7.00 | 5.73 | 4.74 | 4.50 | 3.42 | |
| Total asset turnover (times) | 1.05 | 0.86 | 0.82 | 0.86 | 0.86 | 0.65 | |
| Profitabil ity |
Return on Assets(%) | 10.49 | 10.38 | 9.11 | 2.26 | 3.53 | 1.31 |
| Return on equity(%) | 15.44 | 16.72 | 16.30 | 3.94 | 6.37 | 1.80 | |
| Ratio of net income before tax to paid-in capital(%) |
110.37 | 116.79 | 121.04 | 31.09 | 49.10 | 12.28 | |
| Profit margin(%) | 10.10 | 10.98 | 10.09 | 2.36 | 3.85 | 1.45 | |
| Earnings per share(NT$) (Note 3) |
5.88 | 7.61 | 7.81 | 2.03 | 3.00 | 0.30 | |
| Cash flow (note 4) |
Cash flow ratio(%) | 16.95 | 29.75 | 11.42 | 3.57 | 62.01 | 3.45 |
| Cash Flow Adequacy Ratio(%) | 119.97 | 116.61 | 100.01 | 61.35 | 87.24 | 90.73 | |
| Cash Flow Re-investment Ratio (%) |
- | 4.96 | 0.08 | - | 20.38 | - | |
| Leverage | Operating leverage |
1.10 | 1.20 | 1.21 | 2.07 | 2.46 | 3.80 |
Financial leverage |
1.00 | 1.02 | 1.02 | 1.12 | 1.18 | 1.57 |
-
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-
Reasons for variations in the financial ratios from consolidated financial statements within the last two years : (variations less than 20% can be exempted for analysis)
-
Increase in interest coverage ratio: This is mainly due to an increase of NT$222,873 thousand in pre-tax net profit for the 2022 compared to the 2021.
-
Increase in asset return ratio, ratio of pre-tax net profit to paid-up capital, return on equity, profit margin, and earnings per share: This is primarily due to higher profits in the 2022 compared to the 2021.
-
Increase in cash flow ratio and cash flow adequacy ratio: This is mainly because the pre-tax net profit for the 2022 increased by NT$222,873 thousand, leading to a decrease or increase in net cash inflows from operating activities in the 2022 compared to the 2021. As a result, the cash flow ratio and cash flow adequacy ratio have increased
-
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6.2.2 Financial Analysis within the last few years – IFRS (parent-company only)
| Analysis Item | Year | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) | Financial analysis within the last 5 years (Note 1) |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Financial Structure |
Debt to assets ratio(%) | 26.17 | 33.60 | 36.04 | 37.34 | 38.51 |
| Long term funds to property, plant, and equipment ratio(%) |
5,152.97 | 4,893.22 | 4,053.76 | 3,009.49 | 3,170.76 | |
| Solvency | Current ratio (%) | 99.71 | 63.34 | 56.55 | 95.25 | 81.71 |
| Quick ratio (%) | 97.88 | 62.13 | 55.93 | 94.17 | 80.50 | |
| Interest coverage ratio (times) |
1,300.75 |
894.00 | 116.74 | 29.76 | 25.23 | |
| Operating ability | Receivables turnover (times) |
3.21 | 3.42 | 3.73 | 3.47 | 4.85 |
| Accounts receivable collectingdays |
113.75 | 106.06 | 97.93 | 105.15 | 75.33 | |
| Inventoryturnover (times) | 117.38 | 113.14 | 161.94 | 167.96 | 131.78 | |
Payables turnover (times) |
2.77 | 2.97 | 2.80 | 2.59 | 3.30 | |
| Average sales day for inventory |
3.11 |
3.22 | 2.25 | 2.17 | 2.77 | |
| Property, plant, and property turnover (times) |
29.68 |
31.37 | 25.85 | 17.33 | 18.99 | |
| Total asset turnover (times) | 0.44 |
0.45 | 0.43 | 0.45 | 0.46 | |
| Profitability | Return on Assets(%) | 11.67 | 11.94 | 11.14 | 2.86 | 4.28 |
| Return on equity(%) | 15.44 | 17.05 | 16.96 | 4.36 | 6.63 | |
| Ratio of net income before tax to paid-in capital (%) |
86.04 | 89.93 | 91.36 | 25.35 | 35.50 | |
| Profit margin (%) | 26.66 | 25.40 | 24.57 | 6.26 | 9.02 | |
| Earnings per share(NT$) (Note 3) |
5.88 | 7.61 | 7.81 | 2.03 | 3.00 | |
| Cash flow (Note 4) |
Cash flow ratio(%) | - | 5.62 | 5.87 | - | 25.84 |
| Cash Flow Adequacy Ratio (%) |
2.17 | 13.44 | 14.31 | 2.60 | 16.96 | |
| Cash Flow Re-investment Ratio(%) |
- | - | - | - | - | |
| Leverage | Operatingleverage | 1.21 | 1.20 | 1.33 | 1.17 | 1.23 |
| Financial leverage | 1.01 | 1.01 | 1.11 | 1.05 | 1.12 | |
| Reasons for variations in the financial ratios from consolidated financial statements within the last two years:(variations less than 20% can be exempted for analysis) 1. Increase in asset return ratio, ratio of pre-tax net profit to paid-up capital, return on equity, profit margin, and earnings per share: This is primarily due to higher profits in the 2022 compared to the 2021. 2. Increase in cash flow ratio and cash flow adequacy ratio: This is mainly due to an increase of NT$125,592 thousand in pre-tax net profit for the 2022, resulting in higher net cash inflows from operatingactivities in the 2022 compared to the 2021. |
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Note 1 : The financial analysis data of the past five years has been prepared in accordance with Taiwan’s financial accounting standards. Therefore, please refer to the financial analysis - Taiwanese financial accounting standards information
Note 2 : The 2023Q1 financial data were reviewed by the CPA.
Note 3 : Retrospective adjustment for earnings per share.
Note 4 : Not calculated as either net operating cash flow, net operating cash flow within recent five years or (net operating cash flow – cash dividend) is negative.
Note 5 : Formulas
1.Capital Structure Analysis
-
(1) Debt Ratio = Total Liabilities / Total Assets 。
-
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment
2.Liquidity Analysis
(1)Current Ratio = Current Assets / Current Liabilities
(2)Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / Current Liabilities
-
(3) Interest coverage ratio = Earnings before Interest and Taxes / Interest Expenses
-
3.Operating Performance Analysis
-
(1)Account receivable (including account receivable and notes receivable from operation) turnover = Net sales / the Average of account receivable (including account receivable and notes receivable from operation) balance
-
(2)Days Sales Outstanding = 365 / Average Collection Turnover
-
(3)Average Inventory Turnover = Cost of Sales / Average Inventory
(4)Account payable (including account payable and notes payable from operation) turnover = Cost of goods sold / the average of account payable (including account payable and notes payable from operation) balance
-
(5) Average Inventory Turnover Days = 365 / Average Inventory Turnover
-
(6)Property, Plant and Equipment Turnover = Net Sales / Average Net Property, Plant and Equipment
(7)Total Assets Turnover = Net Sales / Average Total Assets。
- Profitability Analysis
(1)Return on Total Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate))
- / Average Total Assets
(2) Return on Equity = (Net Income * (1 - Effective Tax Rate)) / Average Total Equity
-
(3)Net Margin = Net Income / Net Sales。
-
(4)Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding
-
Cash Flow Analysis
-
(1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
-
(2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend
-
(3)Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)
-
Leverage Analysis
-
(1)Operating Leverage = (Net Sales - Variable Cost) / Income from Operations
-
(2) Financial Leverage = Income from Operations / (Income from Operations – Interest Expenses)
-
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-
6.3 The Audit Committee’s Review Report
Audit Committee’s Review Report
The Board of Directors prepared and submitted the 2022 Business Report, Financial Statements, Consolidated Financial Statement, and Proposal on Distribution of Earnings. The Financial Statements, in particular, were completely audited by CPA Chen, Chih-Yuan and CPA Huang, Yao-Lin of Deloitte Taiwan and this Audit Report was issued.
The above-mentioned Business Report, Financial Statement, Consolidated Financial Statement, and Proposal on Distribution of Earnings have been reviewed by the Audit Committee and no discrepancy has been found. Therefore, according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, the report is prepared as above.
Your review and approval are cordially requested.
To
Syncmold Enterprise Corp. 2023 General Shareholders' Meeting
Convener of Audit Committee: Tsai, Yong-Lu March. 15[th] , 2023
-
105 -
-
6.4 Financial Report (Consolidated): Please refer to page 122 to page 197.
-
6.5 Financial Report (Stand-Alone): Please refer to page 198 to page 281.
-
6.6 Impact Of The Financial Distress Occurred To The Company And Affiliates Inrecent Years Until The Annual Report Being Published:None.
-
106 -
VII 、 Review of Financial Conditions, Operating Performance, and Risk Management
7.1Review and Analysis of Financial Conditions
The main reasons and impact for significant changes in assets, liabilities and shareholders' equity in the last two years (the amount of change is more than 10%, and the amount is up to 1% of the total assets of the year), and if the impact is significant to the future, it should be explained
unit : NT$ in thousands
| unit:NT | $ in thousands | $ in thousands | ||
|---|---|---|---|---|
| Year Item |
2021 |
2022 | Differences | |
| amount | % | |||
| Cash and cash equivalents | 2,059,537 | 3,510,365 | 1,450,828 | 70.44 |
| Current Financial Assets at Fair Value through Profit or Loss |
146,753 |
704,121 | 557,368 | 379.80 |
| Financial assets at amortized cost - current |
336,972 |
238,110 | (98,862) | (29.34) |
| Notes receivable | 357,113 | 181,328 | (175,785) | (49.22) |
| Accounts receivables (Net) | 3,416,893 | 1,969,799 | (1,447,094) | (42.35) |
| Inventory (Net) | 1,285,141 | 907,985 | (377,156) | (29.35) |
| Current assets | 437,325 | 369,328 | (67,997) | (15.55) |
| Other Current assets | 8,039,734 | 7,881,036 | (158,698) | (1.97) |
| Investment under equity method | 172,058 | 168,088 | (3,970) | (2.31) |
| Property, plant, and equipment | 2,149,209 | 2,181,140 | 31,931 | 1.49 |
| Goodwill | 324,597 | 324,597 | - | - |
| Prepayments for equipment | 90,606 | 25,317 | (65,289) | (72.06) |
| Total assets | 11,792,293 | 11,447,348 | (344,945) | (2.93) |
| Current liabilities | 3,878,934 | 3,787,567 | (91,367) | (2.36) |
| Noncurrent liabilities |
1,936,087 | 1,778,452 | (157,635) | (8.14) |
| Total liabilities | 5,815,021 | 5,566,019 | (249,002) | (4.28) |
| Capital stock | 1,237,242 | 1,237,242 | - | - |
| Additional paid-in capital |
2,769,331 | 2,361,070 | (408,261) | (14.74) |
| Retained earnings |
2,337,701 | 2,446,681 | 108,980 | 4.66 |
| Other equity | (687,190) | (518,796) | 168,394 | 9.98 |
| Equity attributable to owners | 5,657,084 | 5,546,197 | (110,887) | (1.96) |
| NON-CONTROLLING INTERESTS |
320,188 | 335,132 | 14,944 | 4.67 |
| Total equity | 5,977,272 | 5,881,329 | (95,943) | (1.61) |
| Analysis and description will be given only if the increase/decrease in ratio reaches 10% and amount reaches one percent of total asset in the current year: 1. Increase in cash and cash equivalents: This is mainly due to an increase of NT$222,873 thousand in pre-tax net profit for the 2022 compared to the 2021. 2. Increase in financial assets measured at fair value through profit or loss - current: This is primarily due to an increase of NT$557,368 thousand in stocks and structured products in the 2022 compared to the 2021. 3. Decrease in accounts receivable: This is mainly due to an increase in sales to overseas customers in the 2022, resulting in a shorter collection period and a relative decrease in the net amount of accounts receivable. 4. Decrease in capital surplus: This is primarily due to a decrease of NT$408 million in the capital surplus - issuance of shares at a premium in the 2022. 5. Decrease in net inventory: This is mainly due to a decrease in market demand in the second half of the 2022, resulting in a decrease in inventory. |
-
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-
7.2Review and Analysis of Financial Performances
-
7.2.1 The main reasons for the significant changes in the operating revenue, operating net profit and pre-tax net profit and the expected sales volume and its basis in the last two years, the possible impact on the company's future financial business and the corresponding plan:
Comparison Analysis of Operating Results
unit : NT$ in thousands
| unit:NT$ | in thousands | |||
|---|---|---|---|---|
| Year Item |
2021 |
2022 | Amount change |
Percentage change(%) |
| Operating income | 10,194,799 | 9,809,443 | (385,356) | (3.78) |
| Operating cost | 8,593,294 | 8,186,253 | (407,041) | (4.74) |
| Gross profit | 1,601,505 | 1,623,190 | 21,685 | 1.35 |
| Operating expense | 1,207,319 | 1,279,388 | 72,069 | 5.97 |
| Operating profit | 394,186 | 343,802 | (50,384) | (12.78) |
| Non-operating income and expense |
(9,570) | 263,687 | 273,257 | 2855.35 |
| Net income before tax | 384,616 | 607,489 | 222,873 | 57.95 |
| Income tax expense | 144,001 | 230,040 | 86,039 | 59.75 |
| Net income | 240,615 | 377,449 | 136,834 | 56.87 |
| other comprehensive profit and loss |
(57,086) |
182,317 | 239,403 | 419.37 |
| total comprehensive net income |
183,529 | 559,766 | 376,237 | 205.00 |
| Analysis and description will be given only if the increase/decrease in ratio reaches 20%: 1. Increase in non-operating income and expenses, pre-tax net profit, and after-tax net profit: This is primarily due to an increase of NT$ 328,188 thousand in foreign exchange gains for the 2022. 2. Increase in other comprehensive income: This is mainly due to an increase of NT$260,631 thousand in translation differences related to the financial statements of overseas operating entities for the 2022. |
-
Increase in non-operating income and expenses, pre-tax net profit, and after-tax net profit: This is primarily due to an increase of NT$ 328,188 thousand in foreign exchange gains for the 2022.
-
Increase in other comprehensive income: This is mainly due to an increase of NT$260,631 thousand in translation differences related to the financial statements of overseas operating entities for the 2022.
7.2.2Forecasted sales in the coming year and its basis and main factors affecting expected sales volume to continuously grow or decline
The company has not prepared financial forecasts for the 2023. However, taking into consideration the inflation and the continued rise in raw material prices in the first half of the 2023, as well as the ongoing destocking by brand customers, the demand and sales of liquid crystal displays are expected to continue to be impacted in the first half of the 2023.
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7.3Review and Analysis of Cash Flow
Analysis of recent annual cash flow changes, improvement of liquidity and cash analysis in the coming year:
- 7.3.1 Analysis of changes in cash flow in recent year (2022) - consolidated financial statements
| Cash balance – beginning |
Annual net cash flow from operating activities |
Annual net cash flow from other activities |
Impacts by exchange rate |
Cash balance |
Contingency plans for insufficient cash |
Contingency plans for insufficient cash |
|---|---|---|---|---|---|---|
| Investment Plan |
Financial Plan |
|||||
| 2,059,537 | 2,348,763 | (912,338) | 14,403 | 3,510,365 | - | - |
-
(1) Net cash in-flows of operating activities included mainly the net operating profit, depreciated non-cash activity expenditure, and cash in-flows from accounts receivable of the Company.
-
(2) Net cash out-flows of investing activities are mainly the results of cash outflows associated with the acquisition of financial assets and right-of-use assets.
-
(3) Net cash out-flows of fund-raising activities are mainly the repay short-term borrowings and issuance of cash dividends.
7.3.2 Analysis of Cash Liquidity for the coming year (2023)
| Cash balance in the beginning of the year |
Net cash flow from operating activities throughout the year |
Annual net cash flow |
Cash balance at the end of the year |
Remedial measures for insufficient cash |
Remedial measures for insufficient cash |
|---|---|---|---|---|---|
| Investment Plan |
Financial Plan |
||||
| 3,510,365 | 228,089 | (221,960) | 3,288,405 | - | - |
Improvement plan for insufficient liquidity: The company responds to the funding situation by borrowing or other financing methods.
- 7.4Major Capital Expenditures In Recent Years And Impacts On Financial And Operational Situations
In September 2018, the board of directors approved the investment plan of Syncmold (Vietnam), and in order to meet the needs of the ensuing engineering construction, plant decoration, equipment capital expenditure and working capital, the board of directors approved the expansion in May 2011. The total investment plan amounted to USD 25 million. From September 2018 to December 2011, it invested in Xinjin (Vietnam) successively, and the actual accumulated investment amounted to about NT$570,700,000 (US$20 million) for construction. The production base in Southeast Asia and the construction of the second production base other than China have a positive impact on the financial business of the Company.
- 7.5 Investment Policies in Recent Years
7.5.1 The most recent annual investment policy
Using the company’s research and development advantages on the basis of existing technologies and related industries, the investment policy focuses on areas that can increase revenues, enter new product domain or develop vertical integration.
7.5.2The main reason for its profit or loss, the improvement plan
The Company recognized investment income from each of its subsidiaries overseas in 2022, which was worth NTD 215,258 thousand mainly because of the
- 109 -
increase in raw material prices and freight costs of subsidiaries in mainland China, which compressed product profits. In the future, it will stabilize existing customers and continue to develop new customers and sales plans for product transformation. 7.5.3The investment plan for the next year
The company will continuously research and develop new technologies and products, striving to increase market share and improve pricing for its clients. Additionally, in response to the recent market demand slowdown and destocking by customers, the company plans to optimize its manufacturing facilities, adjust production structures, reduce costs, and enhance efficiency in order to maintain stable operational growth.
7.6 Sources of Risks and Evaluations
-
7.6.1 The impact of interest rates, exchange rate changes, and inflation associated with the company's profit and future corresponding measures
-
(1) The impact of changes in interest rates associated with the company's profit in the most recent fiscal year and till printing date of annual report and the future corresponding measures
A. Impact :
Unit : NT$ in thousands ; %
| Item / Year | 2022 | 2023 Q1 |
|---|---|---|
| Interest Expense(A) |
51,773 | 14,894 |
| Income before tax(B) |
607,489 | 37,985 |
| (A)/ (B) | 8.52% | 39.21% |
The company’s interest expenses mostly due to short-term bank loans.
- B. Future corresponding measures :
Taking overall funds and operation condition into consideration, the company will conduct short-term loans with banks adopting floating interest rate if there is need.
- (2) The impact of exchange rate changes on the company's profit and loss in the most recent year and the end of the annual report and future countermeasures
A. Impact :
Unit : NT$ in thousands ; %
| Unit: | NT$in thousands;% | |
|---|---|---|
| Item/year | 2022 | 2023 Q1 |
| Exchange gains and losses (A) |
270,397 | (34,693) |
| Operatingincome(B) | 9,809,443 | 1,830,264 |
| Income before tax(C) | 607,489 | 37,985 |
| (A)/(B) | 2.76% | (1.90%) |
| (A)/(C) | 44.51% | (91.33%) |
The company’s product sold domestically and internationally. As a result, we retained revenue with foreign currency for the purchasing payment to achieve currency hedging and reduce exchange rate risks.
The ratio of exchange gains or losses in operating revenue for 2022 for this Company is 44.51%, the ratio of exchange gains or losses in income before
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tax is (15.03%);1Q22 exchange gain to operating revenue is 0.29%,to income before tax is 12.46%,For 2021, the exchange rate of the USD to RMB has depreciation significantly, thus we have a higher exchange losse. However, 1Q2022 faced a increased of USD to RMB the ratio of exchange gain to operating revenue.The Company will continue to monitor the long-term and short-term trends of the exchange rate and enhance risk management regarding exchange rates to lower the effect of exchange rate fluctuation on profit.
B. Future corresponding measures :
In order to effectively reduce the impact of exchange rate changes on revenue and profit, the company adopted the following measures: a. actively collect exchange rate information to fully grasp exchange rate changes; b. consider the impact of exchange rate changes in quotation; c. retain foreign currency position appropriately from sales revenue in supporting foreign currency purchase expenditure; d. moderately pre-sale forwards on foreign exchange rate as hedging purpose within foreign currency sales revenue e. negotiate with suppliers to use foreign currency as source of payment. The above-mentioned measures are expected to lower impact on exchange rate volatility.
- (3) The impact of inflation on the company's profit and loss in the most recent year
and the printing date of the annual report and the future countermeasures :
In 2021, global raw materials will rise due to the impact of the epidemic. In 2022, due to the Russian-Ukrainian war, global economic inflation will be exacerbated. In addition to absorbing part of the increase, the company will continue to strictly control costs and expenses, and strive to increase selling prices. Reduce the risk of inflation.
- 7.6.2 The main reasons for the high-risk, high-leverage investment, funds loan to others, endorsement guarantee and derivative commodity trading, profit or loss and
future response measures :
The Company's fund loan to others and endorsement guarantees are handled in accordance with the Company's “Funding to Others Practice” and “Endorsement Guarantee Practice” which only for subsidiaries of 50% or more shareholding. The endorsement is performed in accordance with the contract signed by the credit bank and the guarantor's responsibility.
Transaction of derivative products are based on Securities and Futures Bureau "public company acquisition or disposition of assets handling guidelines" and Company's internal regulations with the aim to avoid market risks. Depending on the company's operating conditions and changes in market trends, the holdings and related hedging strategies are regularly evaluated and maneuvered.
7.6.3Future R&D plan and estimated R&D expenses in the future :
In 2022, the Company invested NTD 182,447 thousand as its research and development expenditure, which accounts for around 1.86% of the revenue. Besides R&D and improvement of LCD monitors and LCD TV screen sockets, quite some efforts are devoted also to the improvement of the automation production technology and patents of multiple products were obtained in 2022, demonstrating benefits of the R&D unit. It is expected that around NTD 175,443 thousand will be invested in as R&D expenditure in 2023 to help continue with the development of new products and technologies and to enhance the competitive advantages of the Company.
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7.6.4 The impact of important domestic and international policies and regulatory
changes associated with the company's business and the corresponding measures :
The company pays close attention to the changes of important laws and policies both at home and abroad and promptly proposes countermeasures. We did not affect by important policies and laws changes which had a significant impact on our business.
7.6.5The impact of technological changes associated with the company's business and
the corresponding measures :
The company always pays attention to the evolution of relevant technology in the industry, evaluates, researches and develops to meet the market trend. There have been no major technological changes in the most recent year, which have had a significant impact on the operations of the company.
- 7.6.6 The impact of corporate image change associated with corporate crisis
management and corresponding measures :
The company has a dedicated spokesperson who is responsible for maintaining the relationship with the public and investors and establishing the company's image. Therefore, the company has not had any significant impact on the company due to changes in corporate image.
7.6.7Expected benefits, potential risks and corresponding measure for M&A :
There have been no merger and acquisition activities by the Company in the recent fiscal year and up until the printing date of the annual report.
7.6.8Expected benefits, potential risks and corresponding measure for plant
expansion :
In order to expand its production base in Southeast Asia, the Company approved the capital increase plan for its subsidiary in Vietnam in May 2021. The Company has already invested a total of USD 20,000 thousand, and the construction of the factory was completed in the fourth quarter of the year 111. However, the Company's performance has been affected by a reduction in demand following the pandemic, and the benefits will gradually become evident..
7.6.9 Potential risks and countermeasures associated with concentrated procurement
and sales :
- (1) risks of concentrated procurement
Non-applicable as the company does have concentrated procurement.
- (2) risks of concentrated sales
Non-applicable as the company does have concentrated procurement.
-
7.6.10Potential impact, risks, and corresponding measure on sales with significant number of shares from directors, supervisors and major shareholders with over 10% of shares : n/a
-
7.6.11 Potential impact, risks and corresponding measure on change of management right : The company does not encounter change of management right.
-
7.6.12 Disclosure of information of directors, supervisors, managers, major shareholders holding over 10% of outstanding shares and affiliates regarding on litigation or non-
litigation which will impact shareholder equity or stock price : None.
-
112 -
-
(1) Ongoing Litigation or non-litigation which will impact shareholder equity or stock price in the most recent two years and till the printing date of annual report : None.
-
(2) Ongoing Litigation or non-litigation of directors, supervisors, managers, major shareholders holding over 10% of outstanding shares and affiliates which will impact shareholder equity or stock price in the most recent two years and till the printing date of annual report : None.
-
(3) The circumstances of the Article 157 of Securities Exchange Act and the current situation of the company treatment related to directors, supervisors, managers, major shareholders holding over 10% of outstanding shares in the last two years and the end of the annual report : None.
-
7.6.13Other potential risks and corresponding measure :
-
Information safety risk: in view of the graduated development of information
-
system and network application, to ensure the safety of the Company’s software, hardware equipment and the network, information safety policy of the Company was approved by Board of Directors in 2019. As a basis for all personnel of the Company comply with information safety, avoiding improper use or intentional destruction of information system from internal, external person, or when the information system was improperly used, intentionally destructed, other urgent accidents, the Company can rapidly dispose, and recover normal operation in the shortest time, decrease possible economic loss and operation breakdown caused by the accidents.
-
Countermeasures: the Company authorized Department of Information & Supply Chain Management to plan annual inspection and evaluation for the safety and efficiency of overall network construction, and established off-site backup system for important information of various departments, meanwhile strengthened various simulation tests, emergency management and other drills for the engine room to ensure normal operation and information safety of information system, decrease breakdown risk caused by disasters without warning, human negligence and malware attack.
In 2021 and before the printing date of the annual report, the company did not find any major cyber-attack or incidents that will adversely affect business and operation. The company has not been involved in any legal cases or regulatory investigations related to this.
7.7Others : None.
- 113 -
VIII 、 SPECIAL DISCLOSURE
-
8.1 Affiliated Companies
-
8.1.1 Affiliates Consolidated Financial Statement
- (1) Organization Chart (December 31, 2022)
==> picture [458 x 549] intentionally omitted <==
----- Start of picture text -----
Canford Suzhou Fulfil
International Electronics Co., Ltd
Limited 100% 100%
Grand Advance Inc. Fullking Zhongshan Fulfil
100% Development Tech Co., Ltd. 100%
Limited 100%
Full Glary Holding Kunshan Fulfil Tech
Limited 100% Co., Ltd. 100%
Fuzhou Fulfil Tech.
Co., Ltd. 100%
Fujian Khuan Hua
Precise Mold., Ltd.
100%
Fuqing Foqun
Electronic Hardware
Syncmold Enterprise Tech Co., Ltd. 100%
(Samoa) Corp. 100%
Full Big Limited
100%
Syncmold Enterprise
(USA) Corp. 100%
Forever Business Dongguan Khuan
Development Huang Precise Mold
Syncmold Enterprise Syncmold Enterprise Limited 100% Plastic Co., 100%
Corporation Vietnam Co., Ltd.
100%
Full Celebration Chongqing Fulfil
Limited 100% Tech Co., Ltd. 100%
Syncmold Enterprise
(Thailand) Co., Ltd.
100%
Syncmold Enterprise
(Singapore) Pte., Ltd.
100%
Syncmold Enterprise
(Malaysia) Sdn., Ltd.
100%
Gatetech Technology Gatech Holding Ltd. Gatech Gatetech (Suzhou)
International Ltd.
Inc. 73.82% 100% 100% Inc. 100%
Sweet International Suzhou Leoho
Group Ltd. Lucky King Electronics Co., Ltd.
100% Holdings Ltd. 100% 100%
Leohab Enterprise
Co., Ltd. 70%
Commuwell
Enterprise (Thailand)
Co., Ltd. 100%
----- End of picture text -----
- 114 -
(2) Information on subsidiaries (December 31, 2022)
Unit : NT$ in thousands
| Unit:NT$ in thousands | ||||
|---|---|---|---|---|
| Name of subsidiaries | Established Date |
Address | Paid-In Capital |
Main Operating or Production item |
| Syncmold Enterprise (USA) Corp. | 2016/06/27 | 691 S MILPITAS BLVD, STE 212, MILPITAS, CA 95035 |
31 | Electronic parts trading, import and export trade and investment business |
| Syncmold Enterprise (Samoa) Corp. | 2005/01/10 | Level 2,lotemau Centre Building,Vaea Street,Apia, Samoa |
108,885 | Reinvestment in Chinese subsidiaries and international trade business |
| Fujian Khuan Hua Precise Mold., Ltd. | 2003/07/15 | Hongzhi Road, Hongkuan Industrial Village, Yangxia Town, Fuqing City, Fujian Province, P.R.Chin |
109,419 | Processing, manufacturing, trading of various metal molds and plastic molds and related import and export business |
| Fuzhou Fulfil Tech Co., Ltd. | 2002/05/29 | FuYu N. Road, Gaolun Villane, Hong Lu Town, Fu QingCity,Fujan Province,P.R.Chin |
42,733 | Electronic parts manufacturing, trading and related import and export business |
| Fuqing Foqun Electronic Hardware Tech Co.,Ltd. |
2006/04/25 | No. 396 Shangting Village, Yangxia Street, Fuqing City,Fuzhou City,Fujian Province |
58,313 | Electronic parts manufacturing, trading and related import and export business |
| Forever Business Development Limited | 2007/04/03 | Portcullis Trust Net Chambers, P.O. Box 1225, Apia. Samoa |
122,840 | Reinvestment in Chinese subsidiaries and international trade business |
| Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. |
2008/01/04 | Area 3, Jinhe Management Zone, Zhangmutou Town, Dongguan City, Guangdong Province, P.R.China |
123,643 | Processing and manufacturing of various types of plastic molds and plastic injection parts and related import and export business |
| Grand Advance Inc. | 2002/01/10 | Level 2,lotemau Centre Building,Vaea Street,Apia, Samoa |
207,154 | Electronic parts trading, import and export business and investment business |
| Fullking Development Limited | 2008/06/20 | Room 706, Haleson Building, 1 Jubilee St., Central, HongKong |
153,550 | Electronic parts trading, import and export business and investment business |
| Zhongshan Fulfil Tech Co., Ltd. | 2008/11/14 | No.18, Shabian Road, Huoju Development, Zone Zhongshan City,GuangDong,P.R.Chin |
150,482 | Electronic parts manufacturing, trading and related import and export business |
| CANFORD INTERNATIONAL LIMITED |
2002/01/10 | Level 2,lotemau Centre Building,Vaea Street,Apia, Samoa |
15,355 | Import and export trade and investment business |
| Suzhou Fulfil Electronics Co., Ltd. | 2002/03/01 | NO.1201. FuYuan Road, XiangChengEconomic Developing District,SuZhou City,JiangSu Province,P.R.China |
18,248 | Electronic parts manufacturing, trading and related import and export business |
| FULL GLARY HOLDING LIMITED | 2009/09/09 | Room 706, Haleson Building, 1 Jubilee St., Central, HongKong |
248,751 | Electronic parts trading, import and export business and investment business |
| Kunshan Fulfil Tech Co., Ltd. | 2010/03/04 | 257 FUIL Road, Zhang Pu Town, KunShan City, JiangSu Province,P.R.Chin |
231,078 | Processing, manufacturing, trading of precision hardware and accessories and related import and export business |
| Full Celebration Limited | 2012/04/03 | Le Sanalele Complex, Grand Floor,Vaea Street, Saleufi,P.O. Box 1868,Apia. Samoa |
153,550 | Reinvestment in Chinese subsidiaries and international trade business |
| Chongqing Fulfil Tech Co., Ltd. | 2012/06/11 | No. 1/2 Cooperative, Shihe Village, Qinggang Sub- district, Bishan District, Chongqing Province, P.R.Chin |
137,374 | Processing and manufacturing of various electronic plastic hardware and other related import and export business |
| Syncmold Enterprise Vietnam Co., Ltd. | 2019/12/24 | Đại Cương, Vietnam | 591,629 | Engages in manufacturing and selling LCD monitor stand, hingeproducts. |
- 115 -
| Syncmold Enterprise (MALAYSIA) Sdn.,Bhd. |
2020/02/10 |
Level 3-5, Menara AIA Sentral, No. 30, Jalan Sultan Ismail,50250 Kuala Lumpur |
6,699 | Trading of electronic parts, imports and exports, customer support,and service center. |
|---|---|---|---|---|
| Syncmold Enterprise (SINGAPORE) Pte.,Ltd. |
2020/02/27 |
The Synergy, 1 International Business Park Rd | 1,144 | Trading of electronic parts, imports and exports, and design of electronicparts andproducts. |
| Syncmold Enterprise (THAILAND) Co.,Ltd. |
2020/05/14 |
Bangkok Bank RG7V+HRG, Hua Wa, Si Maha Phot District,Prachin Buri 25140 |
32,166 | Processing and manufacturing, trading, and related imports and exports of electronicparts. |
| Gatetech Technology Inc. | 1988/05/20 | No. 1-1, Datong 1st Rd., Guanyin Dist., Taoyuan City328,Taiwan(R.O.C.) |
574,803 | Processing and manufacturing service for aluminum alloy and magnesium alloydie casting |
| Gatetech Holdings Ltd. | 2002/01/22 | Le sanalele Complex, Gold-In Chambers, Vaea Street,Apia,Samoa. |
647,041 | General trade and investment |
| Gatetech International Ltd. | 2002/01/22 | Le sanalele Complex, Gold-In Chambers, Vaea Street,Apia,Samoa. |
657,284 | Import and export trade and investment business |
| Gatetech (Suzhou) Inc. | 2002/06/27 | No. 130 yanshan west road, chengxiang town, taicangcity |
712,282 | Processing, manufacturing, trading of aluminum alloy and magnesium alloydie castingand export business |
| Leohab Enterprise Co., Ltd | 1980/06/12 | No.14, Gongyequ 24th Rd., Nantun Dist., Taichung City408,Taiwan |
237,424 | Precision hardware components manufacturing |
| Sweet International Group Ltd. | 2002/01/02 | Intershore Chambers, P.O. Box 4342, Road Town, Tortola,British Virgin Islands. |
180,219 | General investment business |
| Lucky King Holdings Ltd. | 2002/01/25 | 3rd Floor, Ebene Esplanade, 24 Cybercity Ebebe Mauritius. |
180,219 | General investment business |
| Suzhou Leoho Electronics Co., Ltd. | 2002/02/05 | No. 2500, Zhongshan North Road, Songling Town, Wujiang Economic Development Zone, Suzhou City,Jiangsu Province |
203,817 | Precision hardware components manufacturing |
| Commuwell Enterprise (Thailand) Co.,Ltd. |
2002/01/22 | 78/19M005.TAKAM,BANGPAGONG,CHACHOE NGSAO,24130,THAILAND |
120,704 | Plastic injection and hardware parts manufacturing |
-
116 -
-
(3) Presumed to be the same shareholder information for those with control and affiliation : None
-
(4) Description of business relations :
-
A. The overall industry coverage by affiliates :
-
(A) Reinvestment and international trade business 。
-
(B) Electronic parts manufacturing, trading and related import and export business
-
(C) Processing and manufacturing of various types of plastic molds and plastic injection parts and related import and export business
-
B. Relationship between affiliates and division of cooperation :
-
(A) The Company indirectly invests in CANFORD INTERNATIONAL LIMITED through Grand Advance Inc. (and indirectly invests in Suzhou Fulfil Electronics Co., Ltd.) and Fu Jing (and indirectly invests in Zhongshan Fulfil Tech Co., Ltd.). The Company takes over a portion of the export orders for Suzhou Fulfil Electronics Co., Ltd. and Zhongshan Fulfil Tech Co., Ltd.
-
(B) The Company indirectly invests in Full Celebration Limited (and indirectly invests in Chongqing Fulfil Tech Co., Ltd.) and Fuzhou Fulfil Tech Co., Ltd through Syncmold Enterprise (Samoa) Corp. The Company takes over a portion of the export orders for Chongqing Fulfil Tech Co., Ltd. and Fuzhou Fulfil Tech Co., Ltd.
-
(C) The Company engages in import and export trading operations in the United States through Syncmold Enterprise (USA).
-
117 -
(5) Information on Affiliates’ Director, Supervisor and President (December 31, 2022)
Unit : NT$ in thousands ; Share ;%
| Unit:NT$ in thousands | ;Share;% | ;Share;% | ||
|---|---|---|---|---|
| Company Name | Title | Name or Representative | Shareholding | |
| Share Original Investment Amount |
% | |||
| Syncmold Enterprise (USA) Corp. |
Director | Syncmold Enterprise Corporation(Representative: Zi Xiang,Liao) |
32 | 100% |
| Syncmold Enterprise Vietnam Co.,Ltd. |
Director | Syncmold Enterprise Corporation(Representative: Wen Hua,Yang) |
579,944 | 100% |
| Syncmold Enterprise (MALAYSIA)Sdn.,Bhd. |
Director | Syncmold Enterprise Corporation(Representative: Zi Xiang,Liao,Wen Hua,Yang) |
7,192 | 100% |
| Syncmold Enterprise (SINGAPORE)Pte.,Ltd. |
Director | Syncmold Enterprise Corporation(Representative: Zi Xiang,Liao) |
1,100 | 100% |
| Syncmold Enterprise (THAILAND)Co.,Ltd. |
Director | Syncmold Enterprise Corporation(Representative: Zi Xiang,Liao) |
33,638 | 100% |
| Syncmold Enterprise (Samoa) Corp. |
Director | Syncmold Enterprise Corporation(Representative: Chiu- Lang,Chen) |
3,545,584 Share 110,598 |
100% |
| Fujian Khuan Hua Precise Mold., Ltd. |
Director | Syncmold Enterprise (Samoa) Corp. (Representative: Wen Hua,Yang) |
109,419 |
100% |
| Supervisor | Syncmold Enterprise (Samoa) Corp. (Representative: Zi Xiang,Liao) |
|||
| President | Wen Hua, Yang | - | - | |
| Fuzhou Fulfil Tech Co., Ltd. | Director | Syncmold Enterprise (Samoa) Corp. (Representative: Wen Hua,Yang) |
42,733 |
100% |
| Supervisor | Syncmold Enterprise (Samoa) Corp. (Representative: Zi Xiang,Liao) |
|||
| President | Alex,Cheng | |||
| Fuqing Foqun Electronic Hardware Tech Co., Ltd. |
Director | Syncmold Enterprise (Samoa) Corp. (Representative: Wen Hua,Yang) |
58,313 |
100% |
| Supervisor | Syncmold Enterprise (Samoa) Corp. (Representative: Zi Xiang,Liao) |
|||
| President | Fang Sheng,Liu | - | - | |
| Forever Business Development Limited |
Director | Syncmold Enterprise (Samoa) Corp. (Representative: Chiu-Lang,Chen) |
125,957 |
100% |
| Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. |
Director | Forever Business Development Limited (Representative: Zi Xiang,Liao) |
123,643 |
100% |
| Supervisor | Forever Business Development Limited(Representative: Wen Hua,Yang) |
|||
| Grand Advance Inc. | Director | Syncmold Enterprise Corporation (Representative: Chiu- Lang,Chen) |
506,240 | 100% |
| FullkingDevelopment Limited | Director | Grand Advance Inc.(Representative: Chiu-Lang,Chen) | 160,175 | 100% |
| Zhongshan Fulfil Tech Co., Ltd. |
Director | Fullking Development Limited (Representative: Chiu- Lang,Chen) |
150,482 | 100% |
| CANFORD INTERNATIONAL LIMITED |
Director | Grand Advance Inc. (Representative: Chiu-Lang,Chen) | 119,342 | 100% |
| Suzhou Fulfil Electronics Co., Ltd. |
Director | CANFORD INTERNATIONAL LIMITED (Representative: Zi Xiang,Liao) |
18,248 | 100% |
| Supervisor | CANFORD INTERNATIONAL LIMITED (Representative: Wen Hua,Yang) |
|||
| President | Zi Xiang,Liao | - | - | |
| FULL GLARY HOLDING LIMITED |
Director | Grand Advance Inc. (Representative: Chiu-Lang,Chen) | 259,720 | 100% |
| Kunshan Fulfil Tech Co., Ltd. | Director | FULL GLARY HOLDING LIMITED (Representative: Zi Xiang,Liao) |
231,078 | 100% |
118
| Supervisor | FULL GLARY HOLDING LIMITED (Representative: Wen Hua,Yang) |
|||
|---|---|---|---|---|
| Full Celebration Limited | Director | Syncmold Enterprise (Samoa) Corp. (Representative: Chiu-Lang,Chen) |
147,710 | 100% |
| Chongqing Fulfil Tech Co., Ltd. |
Director | Full Celebration Limited (Representative: Wen Hua, Yang) |
137,374 | 100% |
| Supervisor | Full Celebration Limited(Representative: Zi Xiang,Liao) | |||
| President | Wen Hua,Yang | - | - | |
| Gatetech Technology Inc. | Director | Syncmold Enterprise Corp. (Representative: Chiu- Lang,Chen) |
556,036 | 73.82% |
| Supervisor | Dong-Ping,Jheng ,Sheng-Le,Lin | |||
| Gatetech Holdings Ltd. | Director | Syncmold Enterprise Corp. (Representative: Chiu- Lang,Chen) |
647,041 | 73.82% |
| Gatetech International Ltd. | Director | Syncmold Enterprise Corp. (Representative: Chiu- Lang,Chen) |
657,284 | 73.82% |
| Gatetech (Suzhou) Inc. | Director | Zi Xiang,Liao | 712,282 | 73.82% |
| Supervisor | Wen Hua,Yang | |||
| Leohab Enterprise Co., Ltd | Director | Syncmold Enterprise Corp.(Representative: Tim,Weng) | 232,677 | 70.00% |
| Supervisor | Full Celebration Limited (Representative: Geng-Bin, Liao,Rui-Tai,Wu) |
|||
| President | Yu-Kai,Lin | |||
| Sweet International GroupLtd. | Director | Zi Xiang,Liao | 147,834 | 70.00% |
| LuckyKingHoldings Ltd. | Director | Zi Xiang,Liao | 147,834 | 70.00% |
| Suzhou Leoho Electronics Co., Ltd. |
Director | Zi Xiang,Liao | 203,817 | 70.00% |
| Supervisor | Wen Hua,Yang | |||
| Commuwell Enterprise (Thailand)Co.,Ltd. |
Director | Zi Xiang,Liao,Wen Hua,Yang | 190,728 | 70.00% |
| Supervisor | Meng-Wei,Lin |
119
(6) Operating Overview of Affiliates
Unit : NT$ in thousands
| Company Name | Paid-In Capital |
Total Asset | Total Liability |
Equity | Operating Revenue |
Operating Profit |
Net Income (After-tax) |
Earnings per share (NT$) (After-tax) |
|---|---|---|---|---|---|---|---|---|
| Syncmold Enterprise (USA) Corp. | 31 | 28,236 |
31,556 |
(3,320) |
31,244 |
(237) |
(220) |
- |
| Syncmold Enterprise (Samoa) Corp. | 108,885 | 2,174,079 |
- |
2,174,079 |
- |
- |
(41,500) |
- |
| Fujian Khuan Hua Precise Mold., Ltd. |
109,419 | 342,852 |
103,134 |
239,718 |
342,279 |
(53,082) |
(42,876) |
- |
| Fuzhou Fulfil Tech Co., Ltd. | 42,733 | 1,370,948 |
418,287 |
952,661 |
1,699,702 | 85,941 |
80,044 |
- |
| Fuqing Foqun Electronic Hardware Tech Co.,Ltd. |
58,313 | 255,410 |
107,824 |
147,586 |
506,537 |
(24,177) |
(15,379) |
- |
| Forever Business Development Limited |
122,840 | 355,127 |
- |
355,127 |
- |
- |
(1,178) |
- |
| Dongguan Khuan Huang Precise Mold Plastic Co.,Ltd. |
123,643 | 330,888 |
70,969 |
259,919 |
376,040 |
(5,617) |
(2,832) |
- |
| Grand Advance Inc. | 207,154 | 2,907,082 |
30,541 |
2,876,541 |
- |
(82,873) |
234,262 |
- |
| Fullking Development Limited | 153,550 | 1,100,182 |
70,633 |
1,029,549 |
- |
- |
328,507 |
- |
| Zhongshan Fulfil Tech Co., Ltd. | 150,482 | 1,712,475 |
613,388 |
1,099,087 |
2,749,692 | 365,577 |
328,494 |
- |
| CANFORD INTERNATIONAL LIMITED |
15,355 | 1,378,466 |
- |
1,378,466 |
- |
- |
26,109 |
- |
| Suzhou Fulfil Electronics Co., Ltd. | 18,248 | 2,005,737 |
627,290 |
1,378,447 |
2,633,527 | 2,444 |
26,190 |
- |
| FULL GLARY HOLDING LIMITED |
248,751 | 252,057 |
- |
252,057 |
- |
- |
(36,005) |
- |
| Kunshan Fulfil Tech Co., Ltd. | 231,078 | 369,795 |
117,738 |
252,057 |
386,296 |
(35,933) |
(36,005) |
- |
| Full Celebration Limited | 153,550 | 133,223 |
- |
133,223 |
- |
- |
(58,022) |
- |
| Chongqing Fulfil Tech Co., Ltd. | 137,374 | 377,184 |
243,974 |
133,210 |
469,314 |
(74,168) |
(58,022) |
- |
| Gatetech Technology Inc. | 574,803 | 1,230,376 |
597,435 |
632,941 |
545,535 |
68,009 |
68,105 |
- |
| Gatetech Holdings Ltd. | 647,041 | 616,413 |
- |
616,413 |
- |
- |
1,350 |
- |
| Gatetech International Ltd. | 657,284 | 616,413 |
- |
616,413 |
- |
- |
1,350 |
- |
| Gatetech (Suzhou) Inc. | 712,282 | 731,662 |
115,249 |
616,413 |
521,730 |
(12,424) |
1,350 |
- |
| Syncmold Enterprise Vietnam Co., Ltd. |
591,629 | 620,256 |
131,433 |
488,823 |
118,071 |
(51,090) |
(48,257) |
- |
| Syncmold Enterprise (MALAYSIA) Sdn.,Bhd. |
6,699 |
4,009 |
1,842 |
2,167 |
3,527 |
(88) |
(98) |
- |
| Syncmold Enterprise (SINGAPORE)Pte.,Ltd. |
1,144 | 7,566 |
1,985 |
5,581 |
7,104 |
1,669 |
1,847 |
- |
120
| Syncmold Enterprise (THAILAND) Co.,Ltd. |
32,166 | 12,638 |
11 |
12,627 |
- |
(237) |
(85) |
- |
|---|---|---|---|---|---|---|---|---|
| Leohab Enterprise Co., Ltd | 237,424 | 708,835 |
500,749 |
208,086 |
88,257 |
(33,943) |
(34,392) |
- |
| Sweet International Group Ltd. | 180,219 | 300,221 |
- |
300,221 |
- |
- |
(10,831) |
- |
| Lucky King Holdings Ltd. | 180,219 | 300,220 |
- |
300,220 |
- |
- |
(10,831) |
- |
| Suzhou Leoho Electronics Co., Ltd. | 203,817 | 372,953 |
72,734 |
300,219 |
184,252 |
(26,333) |
(15,015) |
- |
| Commuwell Enterprise (Thailand) Co.,Ltd. |
120,704 | 307,723 |
83,793 |
223,930 |
344,662 |
29,617 |
21,917 |
- |
Note 1 : Converting the foreign currency of each subsidiary into Taiwan dollar at the exchange rate of December 31, 2022.
-
2.Financial Statement of Affiliates : Please refer to consolidated financial statement.
-
Statement of Affiliates : None.
-
8.2Private Placement Securities In The Latest Year : None.
-
8.3 The Company's Shares Held Or Disposed By Subsidiaries In Recent Years Untilthe Annual Report Being Published : None.
-
8.4 Other Supplementary Information : None.
IX 、 PURSUANT TO THE ARTICLE 36-3-2 OF SECURITY
EXCHANGE ACT, EVENT HAVING MATERIALI MPACT ON SHAREHOLDERS' EQUITY OR SHARE PRICE IN THE LATEST YEAR UNTIL THE ANNUAL REPORT BEING PUBLISHED : None.
121
Syncmold Enterprise Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report
122
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies that are required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2022 are all the same as those included in the consolidated financial statements of parent and subsidiary companies prepared in conformity with the International Financial Reporting Standards No. 10, “Consolidated Financial Statements”. In addition, relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Consequently, Syncmold Enterprise Corporation and its subsidiaries did not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
SYNCMOLD ENTERPRISE CORPORATION
March 15, 2023
- 123 -
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Syncmold Enterprise Corporation
Opinion
We have audited the accompanying consolidated financial statements of Syncmold Enterprise Corporation (the “Corporation”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, based on our audits and the report of other auditors (refer to the other matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. 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.
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The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is described as follows:
Occurrence of Sales Revenue
The sales revenue of the Group is mainly generated from the sales of monitor hinge products. Most of the sales were highly concentrated on major customers, which revenue accounted for 50.57% of total sales revenue in 2022. Due to the high frequency and significant amounts of transactions with major customers, the occurrence of sales revenue was deemed as a key audit matter for the year ended December 31, 2022. Refer to Note 4 to the consolidated financial statements for the related revenue recognition policies.
In response to this key audit matter, our main audit procedures performed in the assessment of the recognition of sales revenue of the Group were as follows:
-
We understood and assessed the operating effectiveness of design and implementation of the relevant internal controls.
-
We performed detailed verification tests on the selected samples of sales revenue, and checked transaction vouchers and sales returns and discounts of major customers to confirm the occurrence of sales revenue.
Other Matter
We did not audit the financial statements of associates accounted for using the equity method, these were instead audited by other auditors. Our opinion, insofar as it relates to the amounts included for associates accounted for using the equity method, is based solely on the report of other auditors. As of December 31, 2022 and 2021, the amounts of investments accounted for using the equity method were NT$168,088 thousand and NT$172,058 thousand, respectively, which accounted for 1.47% and 1.46% of the Group’s consolidated total assets, respectively. For the years ended December 31, 2022 and 2021, share of comprehensive income of associates accounted for using the equity method amounted to NT$28,160 thousand and NT$16,496 thousand, respectively, which accounted for 5.03% and 8.99% of the Group’s consolidated total comprehensive income, respectively.
We have also audited the parent company only financial statements of Syncmold Enterprise Corporation as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion with other matter paragraph.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including supervisors, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of 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.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chih-Yuan Chen and Yao-Lin Huang.
Deloitte & Touche Taipei, Taiwan Republic of China March 15, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and consolidated financial statements shall prevail.
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4 and 8) Notes receivable Trade receivables, net (Notes 4 and 9) Inventories (Notes 4 and 10) Other current assets (Note 4) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 18) Financial assets at amortized cost - non-current (Notes 4, 8 and 29) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 28 and 29) Right-of-use assets (Notes 4, 14 and 28) Intangible assets (Notes 4, 15 and 28) Goodwill (Notes 4 and 16) Deferred tax assets (Notes 4 and 23) Prepayments for equipment Refundable deposits Defined benefit assets (Notes 4 and 20) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4, 17 and 29) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Notes payable and trade payables Other payables (Notes 19 and 28) Current tax liabilities (Notes 4 and 23) Lease liabilities - current (Notes 4, 14 and 28) Current portion of long-term borrowing (Notes 4, 17 and 29) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 18) Long-term borrowing (Notes 4, 17 and 29) Deferred tax liabilities (Notes 4 and 23) Lease liabilities - non-current (Notes 4, 14 and 28) Net defined benefit liabilities (Notes 4 and 20) Guarantee deposits received Other non-current liabilities (Note 20) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized (loss) gain of financial assets at fair value through other comprehensive income Total other equity Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS Total equity TOTAL |
2022 Amount % $ 3,510,365 31 704,121 6 238,110 2 181,328 2 1,969,799 17 907,985 8 369,328 3 7,881,036 69 63,490 1 3,272 - 168,088 1 2,181,140 19 583,556 5 59,246 1 324,597 3 107,155 1 25,317 - 43,812 - 6,416 - 223 - 3,566,312 31 $ 11,447,348 100 $ 1,477,363 13 - - 1,466,764 13 553,842 5 81,428 1 158,482 1 16,476 - 33,212 - 3,787,567 33 1,178,724 10 177,771 2 158,517 2 238,775 2 6,998 - 933 - 16,734 - 1,778,452 16 5,566,019 49 1,237,242 11 2,361,070 21 1,026,386 9 687,191 6 753,104 6 2,466,681 21 (514,593) (5) (4,203) - (518,796) (5) 5,546,197 48 335,132 3 5,881,329 51 $ 11,447,348 100 |
2021 | ||
|---|---|---|---|---|
| Amount % $ 2,059,537 17 146,753 1 336,972 3 357,113 3 3,416,893 29 1,285,141 11 437,325 4 8,039,734 68 65,430 1 2,208 - 172,058 2 2,149,209 18 744,012 6 52,980 - 324,597 3 106,378 1 90,606 1 41,452 - 2,898 - 731 - 3,752,559 32 $ 11,792,293 100 $ 895,836 8 41 - 2,210,109 19 405,745 3 161,944 1 182,430 2 16,545 - 6,284 - 3,878,934 33 1,166,288 10 194,185 2 179,383 1 368,731 3 11,676 - 1,443 - 14,381 - 1,936,087 16 5,815,021 49 1,237,242 11 2,769,331 23 1,001,175 9 635,615 5 700,911 6 2,337,701 20 (698,561) (6) 11,371 - (687,190) (6) 5,657,084 48 320,188 3 5,977,272 51 $ 11,792,293 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Note 4) OPERATING COSTS (Notes 4, 10, 22 and 28) GROSS PROFIT OPERATING EXPENSES (Notes 22 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (reversed) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 4, 14 and 22) Other gains and losses (Notes 22 and 30) Interest income Net foreign exchange gain (loss) (Note 31) Net (loss) gain on financial assets at fair value through profit (Notes 4 and 7) Share of profit of associates (Notes 4 and 12) Interest expenses (Note 28) Impairment loss on investments accounted for using the equity method (Notes 4 and 12) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FOR THE YEAR |
2022 Amount % $ 9,809,443 100 8,186,253 83 1,623,190 17 298,169 3 797,012 8 182,447 2 1,760 - 1,279,388 13 343,802 4 38,822 - (50,958) - 35,184 - 270,397 3 (551) - 42,401 - (51,773) - (19,835) - 263,687 2 607,489 6 230,040 2 377,449 4 |
2021 | ||
|---|---|---|---|---|
| Amount % $ 10,194,799 100 8,593,294 84 1,601,505 16 319,333 3 707,366 7 186,188 2 (5,568) - 1,207,319 12 394,186 4 55,661 1 (34,999) - 26,245 - (57,791) (1) 45,390 - 7,520 - (40,963) - (10,633) - (9,570) - 384,616 4 144,001 2 240,615 2 (Continued) |
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive (loss) income of subsidiaries accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 24) Basic Diluted |
2022 Amount % $ 6,213 - (15,136) - (773) - 192,013 2 182,317 2 $ 559,766 6 $ 371,277 4 6,172 - $ 377,449 4 $ 544,822 6 14,944 - $ 559,766 6 $ 3.00 $ 2.67 |
2021 | ||
|---|---|---|---|---|
| Amount % $ 376 - 8,976 - 2,180 - (68,618) - (57,086) - $ 183,529 2 $ 251,755 2 (11,140) - $ 240,615 2 $ 203,175 2 (19,646) - $ 183,529 2 $ 2.03 $ 2.02 |
||||
$ |
$ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
(Concluded)
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings Legal reserve Special reserve Cash dividends distributed by the Corporation Equity component of convertible bonds issued by the Corporation Change in percentage of ownership interests in associates accounted for using the equity method Unclaimed dividends Net profit (loss) for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Actual acquisition of interests in subsidiaries Disposal of investment in equity instrument designed as at fair value through other comprehensive income by associates BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings Legal reserve Special reserve Cash dividends distributed by the Corporation Cash dividends distributed by capital surplus Unclaimed dividends Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Disposal of investment in equity instrument designed as at fair value through other comprehensive income by associates BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of the Corporation (Notes 4, 21and 25) | Equity Attributable to Owners of the Corporation (Notes 4, 21and 25) | Equity Attributable to Owners of the Corporation (Notes 4, 21and 25) | Non-controlling Interests Total (Notes 4, 21 and 25) $ 5,898,697 $ 343,138 - - - - (618,621) - (618,621) - 175,396 - (2,641) - 22 - 251,755 (11,140 ) (48,580) (8,506) 203,175 (19,646) 1,056 (3,304) - - 5,657,084 320,188 - - - - (247,448) - (247,448) - (408,290) - 29 - 371,277 6,172 173,545 8,772 544,822 14,944 - - $ 5,546,197 $ 335,132 |
Total Equity $ 6,241,835 - - (618,621) (618,621) 175,396 (2,641) 22 240,615 (57,086) 183,529 (2,248) - 5,977,272 - - (247,448) (247,448) (408,290) 29 377,449 182,317 559,766 - $ 5,881,329 |
||
|---|---|---|---|---|---|---|---|
| Ordinary Shares Capital Surplus $ 1,237,242 $ 2,592,857 - - - - - - - - - 175,396 - - - 22 - - - - - - - 1,056 - - 1,237,242 2,769,331 - - - - - - - - - (408,290) - 29 - - - - - - - - $ 1,237,242 $ 2,361,070 |
Retained Earnings | Total $ 2,704,213 - - (618,621) (618,621) - (2,641) - 251,755 1,871 253,626 - 1,124 2,337,701 - - (247,448) (247,448) - - 371,277 4,739 376,016 412 $ 2,466,681 |
Other Equity | Total Other Equity $ (635,615) - - - - - - - - (50,451) (50,451) - (1,124) (687,190) - - - - - - - 168,806 168,806 (412) $ (518,796) |
|||
| Exchange Differences on Translating of the Financial Statements of Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (639,134) $ 3,519 - - - - - - - - - - - - - - - - (59,427) 8,976 (59,427) 8,976 - - - (1,124) (698,561) 11,371 - - - - - - - - - - - - - - 183,968 (15,162) 183,968 (15,162) - (412) $ (514,593) $ (4,203) |
|||||||
Legal Reserve Special Reserve Unappropriated Earnings $ 904,665 $ 634,020 $ 1,165,528 96,510 - (96,510 ) - 1,595 (1,595 ) - - (618,621) 96,510 1,595 (716,726) - - - - - (2,641) - - - - - 251,755 - - 1,871 - - 253,626 - - - - - 1,124 1,001,175 635,615 700,911 25,211 - (25,211 ) - 51,576 (51,576 ) - - (247,448) 25,211 51,576 (324,235) - - - - - - - - 371,277 - - 4,739 - - 376,016 - - 412 $ 1,026,386 $ 687,191 $ 753,104 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (gain) Net loss (gain) on financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Share of profit of associates Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Impairment loss on property, plant and equipment Impairment loss on investments accounted for using the equity method Write-downs of inventories Net loss (gain) on unrealized foreign currency exchange Gain on lease modification Changes in operating assets and liabilities Notes receivable Trade receivables Inventories Other current assets Other non-current assets Notes payable and trade payables Other payables Other current liabilities Net defined benefit assets and liabilities Other non-current liabilities Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of associates Payment for property, plant and equipment Proceeds from disposal of property, plant and equipment |
2022 $ 607,489 476,700 24,725 1,760 551 51,773 (35,184) (11,703) (42,401) 20,181 29 - 19,835 25,896 33,769 (4,164) 181,012 1,509,139 379,335 74,390 (39) (768,039) 127,575 32,529 (1,983) 1,287 2,704,462 (38,645) (317,054) 2,348,763 (414,425) 530,663 (1,482,944) 931,815 - (179,041) 38,491 |
2021 $ 384,616 403,834 16,482 (5,568) (45,390) 40,963 (26,245) (23,299) (7,520) 2,086 1,143 570 10,633 15,185 (41,193) (120) 33,751 229,276 (342,434) (19,721) (5,230) (57,212) 1,850 (10,932) (9,042) (3,925) 542,558 (40,754) (363,203) 138,601 (334,599) 595,058 (947,066) 1,225,921 (15,680) (667,373) 29,048 (Continued) |
|---|---|---|
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Increase in refundable deposits Payments for intangible assets Increase in prepayments for equipment Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from (repayments of) short-term borrowings Repayments of short-term bills payable Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Guarantee deposits received Guarantee deposits refunded Repayment of the principal portion of lease liabilities Dividends paid Actual acquisition of interest in subsidiaries Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2022 $ (1,645) (29,925) (60,381) 31,291 23,103 (612,998) 581,343 - - 10,000 (26,483) - (511) (207,951) (655,738) - (299,340) 14,403 1,450,828 2,059,537 $ 3,510,365 |
2021 $ (4,626) (36,471) (51,402) 26,245 34,699 (146,246) (973,313) (29,981) 1,337,453 219,000 (81,406) 136 - (202,184) (618,621) (2,248) (351,164) (2,461) (361,270) 2,420,807 $ 2,059,537 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
(Concluded)
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SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Syncmold Enterprise Corporation (the “Corporation”) was incorporated in the Republic of China (ROC) in July 1979 and is mainly engaged in the processing, manufacturing, trading, technology licensing and related import and export business of various metal molds, plastic molds and electronic parts.
The Corporation’s shares were approved for listing on the emerging stock board of the Taipei Exchange (TPEx) in December 2005, and after obtaining approval from the Financial Supervisory Commission, Executive Yuan in November 2006, the Corporation’s shares were listed on the over-the-counter (OTC) market on January 11, 2007. In November 2009, the Corporation obtained approval to transfer listing of its shares to the Taiwan Stock Exchange (TWSE) and were officially listed and started trading its shares on December 17, 2009.
The consolidated financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Corporation’s board of directors on March 15, 2023.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.
- b. The IFRSs endorsed by the FSC for application starting from 2023
| New IFRSs Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Effective Date Announced by IASB |
|---|---|
| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
-
Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 2: The amendments will be applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
134 -
-
Note 3: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occur on or after January 1, 2022.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| To be determined by IASB January 1, 2024 (Note 2) January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
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The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within 12 months after the reporting period; and
-
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e. its subsidiaries).
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
See Note 11 and Tables 6 and 7 for detailed information on subsidiaries (including percentages of ownership and main businesses).
- e. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
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Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held interests in the acquiree, the excess is recognized immediately in profit or loss as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured at fair value. Other types of non-controlling interests are measured at fair value.
f. Foreign currencies
In preparing the financial statements of each individual entity in the Group, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange difference on monetary items arising from settlement or translation are recognized in profit of loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
For the purpose of presenting the consolidated financial statements, the functional currencies of the Group and the group entities in the Group (including subsidiaries in other countries that use currencies which are different from the currency of the Group) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
g. Inventories
Inventories consist of raw materials, supplies, work in progress and finished goods and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
h. Investments in associates
An associate is an entity over which the Group has significant influence and that is not a subsidiary.
The Group uses the equity method to account for its investments in associates.
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Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.
When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
Profits and losses resulting from upstream transactions and downstream transactions are recognized only in the Group’s consolidated financial statements only to the extent of interests in the associates that are not related to the Group.
i. Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.
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A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
-
k. Intangible assets
-
1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
- 2) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
l. Impairment of property, plant and equipment, right-of-use asset and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
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m. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL and financial assets at amortized cost.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 27.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) 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.
Financial assets at amortized cost (including cash, and cash equivalents notes receivable, trade receivables, other receivables, other receivables from related parties and refundable deposits) are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
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Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:
-
i) Significant financial difficulty of the issuer or the borrower;
-
ii) Breach of contract, such as a default;
-
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
-
iv) The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
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On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received is recognized in profit or loss.
2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Group’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Group’s own equity instruments.
3) Financial liabilities
- a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e., convertible bonds) issued by the Corporation are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.
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n. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of electronic components and molding products. Sales of electronic components and molding products are recognized as revenue when the goods are delivered via the modes of transportation as stated in the agreements with customers, e.g. FOB shipping or FOB destination modes because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently. Goods are sold at fixed prices as stated in the agreements with customers.
The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
- 2) Revenue from the rendering of services
Service income is recognized when services are provided.
3) Licensing revenue
Royalty revenue is recognized when the technique remains functional without updates and technical supports. When the customer uses the intellectual property for mass production, the price is decided based on production, sales or other methods, and revenue is recognized according to royalty arrangements.
o. Leasing
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
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Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments that depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
p. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
- q. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
Government grants related to income are recognized as a reduction of the related costs on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.
r. Employee benefits
- 1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
- 2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
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Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period it occurs and is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- s. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carry forwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
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Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets 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.
- 3) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Corporation considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period year in which the estimates are revised if the revisions affect only that period year or in the period year of the revisions and future periods if the revisions affect both current year and future periods.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents (with original maturities within 3 months) Time deposits |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 2,225 2,363,885 1,144,255 $ 3,510,365 |
2021 $ 2,067 1,944,790 112,680 $ 2,059,537 |
The market rate intervals of cash in the bank at the end of the reporting period were as follows:
| Bank deposits |
**December 31 ** |
|---|---|
| 2022 2021 0.000%-5.28% 0.001%-0.42% |
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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at fair value through profit or loss (FVTPL)-current Financial assets mandatorily classified as at FVTPL Derivative financial assets (not under hedge accounting) Foreign exchange forward contracts (a) Non-derivative financial assets Domestic listed shares Hybrid financial assets Structured deposits (b) Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Derivative financial assets (not under hedge accounting) Domestic third convertible bonds (Note 18) Non-derivative financial assets Domestic emerging market shares Overseas unlisted shares Private funds Financial liabilities at FVTPL-current Financial assets mandatorily classified as at FVTPL Derivative financial assets (not under hedge accounting) Foreign exchange forward contracts (a) |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ - 86,154 617,967 $ 704,121 $ - 20,482 28,725 14,283 $ 63,490 $ - |
2021 $ 4 81,379 65,370 $ 146,753 $ 360 17,528 38,508 9,034 $ 65,430 $ 41 |
- a. At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:
December 31, 2021
| Notional Amount | |||
|---|---|---|---|
| Currency | Maturity Date | (In Thousands) | |
| Sell | US$/RMB |
2022.07 | US$1,000/RMB6,460 |
| Sell | US$/RMB | 2022.07 | US$1,000/RMB6,470 |
The Group entered into foreign exchange forward contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.
-
b. The Group successively entered into a one to 1-6 months structured time deposit contracts with bank in 2022 and 2021. The structured time deposit contract includes an embedded derivative instrument which is not closely related to the host contract. The entire contract is assessed and mandatorily classified as at FVTPL since it contained a host that is an asset within the scope of IFRS 9.
-
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8. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturities of more than 3 months Non-current Pledged time deposits with original maturities of more than 1 year |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 238,110 $ 3,272 |
2021 $ 336,972 $ 2,208 |
The interest rates for time deposits with original maturities of more than 3 months were 0.15%-3.8% and 2.45%-3.7% per annum as of December 31, 2022 and 2021, respectively.
The interest rate for time deposits pledged as collateral with original maturities of more than 3 months were 0.2%-1.185% and 0.375% per annum as of December 31, 2022 and 2021, respectively.
See Note 29 for detailed information on financial assets at amortized cost pledged as collateral.
9. TRADE RECEIVABLES, NET
| At amortized cost Gross carrying amount Less: Allowance for impairment loss |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,976,706 (6,907) $ 1,969,799 |
2021 $ 3,421,964 (5,071) $ 3,416,893 |
The average credit period of sales of goods was 90-160 days. No interest was charged on trade receivables.
The Group uses other publicly available financial information or its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management annually.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
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The following table details the loss allowance of trade receivables based on the Group’s provision matrix.
December 31, 2022
| Not Past Due Expected credit loss rate - Gross carrying amount $ 1,922,267 Loss allowance (Lifetime ECLs) - Amortized cost $ 1,922,267 December 31, 2021 Not Past Due Expected credit loss rate - Gross carrying amount $ 3,376,504 Loss allowance (Lifetime ECLs) - Amortized cost $ 3,376,504 |
Less than 30 Days 31 to 90 Days 2.67% 13.42% $ 26,189 $ 23,856 (700) (3,201) $ 25,489 $ 20,655 Less than 30 Days 31 to 90 Days 2.86% 3.74% $ 30,590 $ 9,039 (876) (338) $ 29,714 $ 8,701 |
91 to 180 Days 38.52% $ 2,258 (870) $ 1,388 91 to 180 Days 46.27% $ 3,674 (1,700) $ 1,974 |
Over 180 Days 100% $ 2,136 (2,136) $ - Over 180 Days 100% $ 2,157 (2,157) $ - |
Total $ 1,976,706 (6,907) $ 1,969,799 Total $ 3,421,964 (5,071) $ 3,416,893 |
|---|---|---|---|---|
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1 Add: Net remeasurement of loss allowance Less: Reversal of loss allowance Foreign exchange gains and losses Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 5,071 1,760 - 76 $ 6,907 |
2021 $ 10,876 - (5,568) (237) $ 5,071 |
10. INVENTORIES
| Finished goods Work in process Raw materials |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 374,665 210,740 322,580 $ 907,985 |
2021 $ 476,793 309,137 499,211 $ 1,285,141 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2022 and 2021 was $8,186,018 thousand and $8,592,872 thousand, respectively. The cost of goods sold included inventory write-downs of $25,896 thousand and $15,185 thousand.
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11. SUBSIDIARIES
Subsidiaries Included in the Consolidated Financial Statements
| Investor Investee Nature of Activities Syncmold Enterprise Corp. Grand Advance Inc. The trading, imports, exports and investments of electronic parts Syncmold Enterprise (Samoa) Corp. The trading and commercial related practices of all metal molds and plastic molds as well as the reinvestment of subsidiaries in mainland China Syncmold Enterprise (USA) Corp. The trading, imports and exports of electronic parts Leohab Enterprise Co., Ltd. Precision hardware components manufacturing Gatetech Technology Inc. Precision molding and magnesium alloy die caster manufacturing and transaction business Syncmold Enterprise Vietnam Co., Ltd. Electronic parts processing manufacturing, trading and related import and export business Syncmold Enterprise (Malaysia) Sdn., Bhd. The trading, imports and exports of electronic parts Syncmold Enterprise (Singapore) Pte., Ltd. The trading, imports and exports of electronic parts Syncmold Enterprise (Thailand) Co., Ltd. Electronic parts processing manufacturing, trading and related import and export business Grand Advance Inc. Canford International Limited Import and export trade and investment Fullking Development Limited Import and export trade and investment Full Glary Holding Limited Import and export trade and investment Syncmold Enterprise (Samoa) Corp. Full Big Limited Reinvesting subsidiaries of mainland China and international business Forever Business Development Limited Reinvesting subsidiaries of mainland China and international business Full Celebration Limited Reinvesting subsidiaries of mainland China and international business Fuzhou Fulfil Tech Co., Ltd. Electronic parts processing manufacturing, trading and related import and export business Fujian Khuan Hua Precise Mold Co., Ltd. Processing, manufacturing, trading and related import and export business of various metal molds, plastic molds and plastic injection molds Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Electronic parts processing manufacturing, trading and related import and export business Gatetech Technology Inc. Gatech Holding Ltd. General investment business Leohab Enterprise Co., Ltd. Sweet International Group Ltd. General investment business Commuwell Enterprise (Thailand) Co., Ltd. Plastic shot and hardware components manufacturing |
Proportion of Ownership (%) December 31 2022 2021 100.00 100.00 100.00 100.00 100.00 100.00 70.00 70.00 73.82 73.82 (Note 1) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - (Note 3) 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 (Note 2) - (Note 2) (Continued) |
|---|---|
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| Investor Investee Nature of Activities Forever Business Development Limited Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Processing, manufacturing, trading and related import and export business of various metal molds, plastic molds and plastic injection molds Canford International Limited Suzhou Fulfil Electronics Co., Ltd. Electronic parts processing manufacturing, trading and related import and export business Fullking Development Limited Zhongshan Fulfil Tech. Co., Ltd. Electronic parts processing manufacturing, trading and related import and export business Full Glary Holding Limited Kunshan Fulfil Tech Co., Ltd. Manufacturing and assembling of laptop components such as precision bearing, hardware and related accessories Full Celebration Limited Chongqing Fulfil Tech Co., Ltd. The processing, manufacturing, related imports and exports of all electronic, plastic and electronic parts Gatech Holding Ltd. Gatech International Ltd. General investment business Gatech International Ltd. Gatetech (Suzhou) Technology Co., Ltd. Aluminum and magnesium alloy manufacturing and trading Sweet International Group Ltd. Lucky King Holdings Ltd. General investment business Lucky King Holdings Ltd. Suzhou Leoho Electronics Co., Ltd. Precision hardware components manufacturing Commuwell Enterprise (Thailand) Co., Ltd. Plastic shot and hardware components manufacturing |
Proportion of Ownership (%) |
|---|---|
| December 31 | |
| 2022 2021 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - (Note 2) 100.00 (Note 2) (Concluded) |
-
Note 1: On December 15, 2021, the Corporation acquired additional 0.39% ownerships in Gatetech Technology Inc. for a cash consideration of $2,248 thousand, which increased the Corporation’s percentage of ownership to 73.82%. Refer to Note 25 for detailed information on the acquisition of non-controlling interests.
-
Note 2: For organizational restructuring purposes, the Corporation’s board of directors resolved to transfer 100% equity of Commuwell Enterprise (Thailand) Co., Ltd. held by Lucky King Holdings Ltd. to Leohab Enterprise Co., Ltd. for direct investment. The capital transfer was completed in May 2022.
-
Note 3: For organizational restructuring purposes, in July 2022, the board of directors resolved to dissolve Full Big Limited, and Full Big Limited was completed the liquidation procedures in October 2022.
Information on the subsidiaries included in the consolidated financial statements for the years ended December 31, 2022 and 2021 in the table above was based on the financial statements of the subsidiaries audited by the auditors for the same periods.
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12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Associates that are not individually material Unlisted companies High Grade Tech Co., Ltd. (Note 1) Corebio technologies Co., Ltd. (Note 2) Smart Automation Technology Inc. |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 153,143 - 14,945 $ 168,088 |
2021 $ 136,170 20,730 15,158 $ 172,058 |
Aggregate information of associates that are not individually material
The Group’s share of: Net profit of the year Other comprehensive (loss) income |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 42,401 $ (15,136) |
2021 $ 7,520 $ 8,976 |
-
Note 1: The Corporation’s percentage of ownership in High Grade Tech Co., Ltd. was 38% originally. After High Grade Tech Co., Ltd. handled employee stock option for new shares in September 2021, the Corporation’s percentage of ownership in High Grade Tech Co., Ltd. decrease to 35.63%. The effect of the change in ownership of investment accounted for using the equity method of $2,641 thousand was recognized in retained earnings.
-
Note 2: Considering that the Group’s interest in Corebio Technologies Co., Ltd. on December 31, 2022 and 2021 was lower than the market value, the management of the Corporation conducted an impairment test on the investment on December 31, 2021, and evaluated whether the carrying amount is less than the recoverable amount. After evaluation, the book value of the investment in Corebio Technologies Co., Ltd. was higher than the recoverable amount, and an impairment loss of $19,835 thousand and $10,633 thousand was recognized in 2022 and 2021.
Except for Corebio Technologies Co., Ltd., other investments of associates that are not individually material accounted for using equity method and the Group’s share of profit or loss and other comprehensive income of those investments were calculated based on audited financial statements.
Considering that the Corporation's interest in Corebio Technologies Co., Ltd. was lower than the market value. After conducting an impairment test and evaluating the result, the carrying amount of the investment in Corebio Technologies Co., Ltd. was higher than the recoverable amount, with impairment loss recognized for the year ended December 31, 2022 and 2021. However, the carrying amount of this investment was written down to zero as of December 31 2022. Consequently, the Corporation’s management believes there will be no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income from the unaudited financial statements of this investment.
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13. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2022 Additions Disposals Transferred from prepayments for equipment Reclassifications Effects of foreign currency exchange differences Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Depreciation expenses Disposals Reclassifications Effects of foreign currency exchange differences Balance at December 31, 2022 Carrying amounts at December 31, 2022 Cost Balance at January 1, 2021 Additions Disposals Transferred from prepayments for equipment Reclassifications Effects of foreign currency exchange differences Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation expenses Disposals Impairment losses recognized Reclassifications Effects of foreign currency exchange differences Balance at December 31, 2021 Carrying amounts at December 31, 2021 |
Freehold Land $ 770,538 - - - - 288 $ 770,826 $ - - - - - $ - $ 770,826 $ 714,292 46,172 - 10,673 - (599) $ 770,538 $ - - - - - - $ - $ 770,538 |
Buildings $ 924,441 10,382 (6,934 ) 495 330,649 8,388 $ 1,267,421 $ 483,380 84,183 (6,762 ) (124 ) 7,898 $ 568,575 $ 698,847 $ 883,285 72,823 (17,383 ) 3,927 824 (19,035) $ 924,441 $ 444,043 68,534 (17,383 ) - 712 (12,526) $ 483,380 $ 441,061 |
Equipment Transportation Equipment $ 1,581,096 $ 41,549 49,970 777 (215,063 ) (4,992 ) 113,965 8,780 (9,570 ) 7,316 38,360 1,165 $ 1,558,758 $ 54,595 $ 1,045,195 $ 28,462 111,190 3,944 (168,269 ) (4,281 ) (503 ) 791 24,471 574 $ 1,012,084 $ 29,490 $ 546,673 $ 25,105 $ 1,497,074 $ 41,069 212,345 3,093 (98,396 ) (1,311 ) 9,353 - 2,832 93 (42,112) (1,395) $ 1,581,096 $ 41,549 $ 1,056,696 $ 24,956 87,089 4,182 (69,644 ) (1,180 ) 340 - (932 ) 274 (28,354) 230 $ 1,045,195 $ 28,462 $ 535,901 $ 13,087 |
Office Equipment $ 63,002 8,681 (4,443 ) 544 (5,524 ) 916 $ 63,176 $ 36,460 9,617 (4,088 ) (3,372 ) 575 $ 39,192 $ 23,984 $ 50,318 15,595 (5,205 ) 2,560 216 (482) $ 63,002 $ 32,117 8,224 (4,809 ) - 323 605 $ 36,460 $ 26,542 |
Other Equipment Property Under Construction $ 212,698 $ 268,260 31,625 77,606 (36,981 ) - 4,109 - 38,212 (370,903 ) 5,122 25,037 $ 254,785 $ - $ 118,878 $ - 41,068 - (26,341 ) - 3,005 - 2,470 - $ 139,080 $ - $ 115,705 $ - $ 250,313 $ - 58,027 259,318 (77,343 ) - - - (4,682 ) - (13,617) 8,942 $ 212,698 $ 268,260 $ 192,522 $ - 28,676 - (75,488 ) - 230 - (5,872 ) - (21,190) - $ 118,878 $ - $ 93,820 $ 268,260 |
Total $ 3,861,584 179,041 (268,413 ) 127,893 (9,820 ) 79,276 $ 3,969,561 $ 1,712,375 250,002 (209,741 ) (203 ) 35,988 $ 1,788,421 $ 2,181,140 $ 3,436,351 667,373 (199,638 ) 26,513 (717 ) (68,298) $ 3,861,584 $ 1,750,334 196,705 (168,504 ) 570 (5,495 ) (61,235) $ 1,712,375 $ 2,149,209 |
|---|---|---|---|---|---|---|
The Group expects that future cash inflows of some machinery and equipment will decrease, resulting in recoverable amount lower than the carrying amount and, therefore, recognized an impairment loss of $570 thousand in 2021. The impairment loss was recorded under other gains and losses in the consolidated statements of comprehensive income.
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The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings Main buildings 5-60 years Electromechanical power equipment 4-5 years Equipment 1-23 years Transportation equipment 5-10 years Office equipment 3-10 years Other equipment 1-20 years
See Note 29 for detailed information on property, plant and equipment pledged as collateral.
14. LEASE ARRANGEMENTS
a. Right-of-use assets
| Carrying amounts Lands Buildings Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Lands Buildings Transportation equipment Machinery equipment Income from the subleasing of right-of-use assets (presented in other income) |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 181,133 400,982 1,441 $ 583,556 For the Year Ended |
2021 $ 178,078 564,917 1,017 $ 744,012 December 31 |
||
| 2022 $ 71,763 $ 4,886 220,111 1,051 650 $ 226,698 $ (546) |
2021 $ 465,252 $ 4,414 201,575 1,140 - $ 207,129 $ (16) |
Except for the additions, recognized depreciation and subleasing, the Group did not have any significant impairment of right-of-use assets for the years ended December 31, 2022 and 2021.
b. Lease liabilities
| Carrying amounts Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 158,482 $ 238,775 |
2021 $ 182,430 $ 368,731 |
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Range of discount rate for lease liabilities was as follows:
| Buildings Transportation equipment Machinery equipment |
December 31 |
|---|---|
| 2022 2021 0.81%-4.90% 0.94%-4.90% 0.94%-4.55% 0.94%-4.55% 4.75% - |
- c. Subleases
Sublease of right-of-use assets
The Group subleases its right-of-use assets for buildings under operating leases with lease terms of 1 year and with the priority to extend the lease. The lease contracts contain market review clauses in the event that the lessees exercise their options to extend.
The maturity analysis of lease payments receivable under operating subleases was as follows:
| Year 1 d. Other lease information Expenses relating to short-term leases Total cash outflow for leases |
**December ** | **31 ** | |
|---|---|---|---|
| 2022 $ - **December ** |
2021 $ 357 **31 ** |
||
| 2022 $ 12,453 $ (243,607) |
2021 $ 34,472 $ (258,208) |
The Group leases certain buildings which qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
15. INTANGIBLE ASSETS
| Trademarks Cost Balance at January 1, 2022 $ 155 Additions - Disposals - Written off - Reclassifications - Effects of foreign currency exchange differences - Balance at December 31, 2022 $ 155 |
Computer Software $ 85,210 29,925 - (12,820) 1,030 527 $ 103,872 |
Patents $ 1,981 - (43) (174) - - $ 1,764 |
Total $ 87,346 29,925 (43) (12,994) 1,030 527 $ 105,791 |
|---|---|---|---|
(Continued)
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| Trademarks Accumulated amortization and impairment Balance at January 1, 2022 $ 106 Amortization expenses 16 Disposals - Written off - Reclassifications - Effects of foreign currency exchange differences - Balance at December 31, 2022 $ 122 Carrying amount at December 31, 2022 $ 33 Cost Balance at January 1, 2021 $ 181 Additions - Disposals - Written off (26) Reclassifications - Effects of foreign currency exchange differences - Balance at December 31, 2021 $ 155 Accumulated amortization and impairment Balance at January 1, 2021 $ 115 Amortization expenses 17 Disposals - Written off (26) Reclassifications - Effects of foreign currency exchange differences - Balance at December 31, 2021 $ 106 Carrying amount at December 31, 2021 $ 49 |
Computer Software $ 33,106 24,621 - (12,820) 121 341 $ 45,369 $ 58,503 $ 72,346 36,471 - (23,191) 505 (921) $ 85,210 $ 40,801 16,195 - (23,191) 106 (805) $ 33,106 $ 52,104 |
Patents $ 1,154 88 (14) (174) - - $ 1,054 $ 710 $ 6,392 - (3,906) - (505) - $ 1,981 $ 3,753 270 (2,763) - (106) - $ 1,154 $ 827 |
Total $ 34,366 24,725 (14) (12,994) 121 341 $ 46,545 $ 59,246 $ 78,919 36,471 (3,906) (23,217) - (921) $ 87,346 $ 44,669 16,482 (2,763) (23,217) - (805) $ 34,366 $ 52,980 (Concluded) |
|---|---|---|---|
Except for the recognized amortization, the Group did not have any significant additions, disposals or impairment of intangible assets for the years ended December 31, 2022 and 2021.
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The above items of intangible assets are amortized on a straight-line basis their estimated useful lives as follows:
Trademarks 7-10 years Computer software 1-5 years Patents 1-19 years
16. GOODWILL
Cost Balance at January 1 Balance at December 31 Accumulated impairment losses Balance at January 1 Balance at December 31 Carrying amounts atDecember 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 366,777 $ 366,777 $ 42,180 $ 42,180 $ 324,597 |
2021 $ 366,777 $ 366,777 $ 42,180 $ 42,180 $ 324,597 |
The Group acquired FulFil Tech Co., Ltd. on December 16, 2008 and recognized goodwill of $366,777 thousand relating to molding department and electronic components department. The goodwill is mainly arising from the expected benefit from sales growth of electronic components and molding products, and the potential of developing new electronic models.
The recoverable amount of plastic molding department was determined based on a value in use calculation that used the cash flow projections in the financial budgets approved by management covering a 5-year period; the discount rate was 11.97% and 14.11% in 2022 and 2021, respectively. Other key assumptions included budgeted revenue and budgeted gross margin. Such assumptions were based on the past performance of the cash-generating unit and management’s expectations of future market development.
17. BORROWINGS
a. Short-term borrowings
| Secured borrowings (Note 29) Mortgage loans Unsecured borrowings Line of credit borrowings |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 387,682 1,089,681 $ 1,477,363 |
2021 $ 400,836 495,000 $ 895,836 |
The weighted average effective interest rates on bank loans were ranging from 1.49%-5% and 0.61%-3.75% per annum as of December 31, 2022 and 2021, respectively.
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b. Long-term borrowings
| Secured borrowings (Note 29) Mortgage loans Less: Current portions |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 194,247 (16,476) $ 177,771 |
2021 $ 210,730 (16,545) $ 194,185 |
The effective interest rate on long-term borrowings were 1.45%-1.55% and 0.9%-1% on December 31, 2022 and 2021, respectively.
18. BONDS PAYABLE
| Domestic third unsecured convertible bonds |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,178,724 |
2021 $ 1,166,288 |
On September 9, 2021, the Corporation issued 12,000 units NTD denominated unsecured convertible corporate bonds with 0% coupon rate, 3 years issue period and total principal amount of NT$1,200,000 thousand.
The bonds are exchangeable into ordinary shares of the Corporation at any time on or after December 10, 2021 and prior to September 9, 2024 except during closed period or suspension period.
The conversion price of bonds is set based on the arithmetic mean of the business day’s closing share price multiplied by 102% premium rate before the effective date on August 20, 2021. In accordance with above method, the conversion price at the time of issuance of the convertible corporate bond is NT$61.6 per share on December 31, 2022.
If the bonds are not converted between December 10, 2021 and July 31, 2024, and the closing price of ordinary shares has exceeded 30% of the current conversion price for 30 consecutive business days, the Corporation may send a copy of “Bond Redemption Notice” with expiration of one month by registered mail, and the expiration date of the period is determined as the base date for recovery of bonds. The Corporation will redeem the bonds at their par value within 5 business days following the base date.
If the bonds are not converted between December 10, 2021 and July 31, 2024, and the closing price of ordinary shares is lower than 10% of original total issue amount, the Corporation will therefore be entitled to send out a 30-day-expiration “Bond Redemption Notice” based on names recorded on bondholder’s name list 5 business days prior to the mailing day. The Corporation will redeem the bonds at their par value within 5 business days following the base date.
The convertible bonds contain both liability and equity components: The equity component was presented in equity under the heading of capital surplus-options. The liability components are recognized as liabilities of embedded derivative financial instruments and non-derivative products. Such embedded derivative financial instrument have been assessed at fair value of NT$0 thousand and NT$360 thousand (included in financial assets - non-current which are measured at FVTPL); non-derivative product liabilities have been measured on December 31, 2022 and 2021 at NT$1,178,724 thousand and NT$1,166,288 thousand (included in bonds payable) respectively based on amortized cost and its effective interest rate originally recognized is 1.0663%.
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| Proceeds from insurance (less transaction cost of NT$4,998 thousand) Equity component Liability component at the date of issue (including NT$1,162,417 thousand of bonds payable and NT$360 thousand of financial asset at fair value - non-current) Interest charged at an effective interest rate of 1.0663% Liability component on December 31, 2021 Interest charged at an effective interest rate of 1.0663% Loss on valuation of financial instrument Liability component on December 31, 2022 |
$ 1,337,453 (175,396) 1,162,057 3,871 1,165,928 12,436 360 $ 1,178,724 |
|---|---|
As of December 31, 2022, the third unsecured convertible bonds have no conversion.
19. OTHER PAYABLES
| Payables for salaries or bonuses Others (Note 28) |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 204,625 349,217 $ 553,842 |
2021 $ 201,376 204,369 $ 405,745 |
20. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Group of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
The subsidiaries operate a defined contribution retirement benefit plan for all qualifying employees of its subsidiaries in China. The subsidiary is required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. Where employees leave the plan prior to full vesting of the contributions, the contributions payable by the Group are reduced by the amount of forfeited contributions.
b. Defined benefit plans
The defined benefit plans adopted by the Group of the Group in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Group contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.
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The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
**December ** | **31 ** | |
|---|---|---|---|
| 2022 $ 43,098 (42,516) $ 582 |
2021 $ 47,787 (39,009) $ 8,778 |
The net defined benefit liabilities (assets) were $6,998 thousand and $(6,416) thousand recognized in the consolidated balance sheets for the year ended December 31, 2022.
The net defined benefit liabilities (assets) were $11,676 thousand and $(2,898) thousand recognized in the consolidated balance sheets for the year ended December 31, 2021.
Movements in net defined benefit assets were as follows:
| Present Value | ||||
|---|---|---|---|---|
| of the Defined | ||||
| Benefit | Fair Value of | Net | Defined | |
| Obligation | the Plan Assets | Benefit Assets |
||
| Balance at January 1, 2021 | $ 60,291 | $ (42,095) | $ | 18,196 |
| Service cost | ||||
| Current service cost | 244 | - | 244 | |
| Net interest expense (income) | 294 |
(194) |
100 | |
| Recognized in profit or loss | 538 |
(194) |
344 | |
| Remeasurement | ||||
| Return on plan assets (excluding amounts | ||||
| included in net interest) | - | (474) | (474) | |
| Actuarial (gain) loss | ||||
| Changes in demographic assumptions | 545 | - | 545 | |
| Changes in financial assumptions | 155 | - | 155 | |
| Experience adjustments | (602) |
- |
(602) | |
| Recognized in other comprehensive income | 98 |
(474) |
(376) | |
| Contributions from the employer | - |
(740) |
(740) | |
| Benefits paid | (13,140) | 4,494 |
(8,646) | |
| Balance at December 31, 2021 | 47,787 |
(39,009) | 8,778 | |
| Net interest expense (income) | 243 |
(197) |
46 | |
| Recognized in profit or loss | 243 |
(197) |
46 | |
| Remeasurement | ||||
| Return on plan assets (excluding amounts | ||||
| included in net interest) | - | (3,164) | (3,164) | |
| Actuarial (gain) loss | ||||
| Changes in financial assumptions | (2,216) | - | (2,216) | |
| Experience adjustments | (833) |
- |
(833) | |
| Recognized in other comprehensive income | (3,049) |
(3,164) |
(6,213) | |
| Contributions from the employer | - |
(2,029) |
(2,029) | |
| Benefits paid | (1,883) |
1,883 |
- | |
| Balance at December 31, 2022 | $ 43,098 | $ (42,516) | $ | 582 |
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Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate(s) of salary increase Mortality rate Turnover rate |
**December 31 ** |
|---|---|
| 2022 2021 1.25% 0.5%-0.55% 1.000%-2.000% 1.000%-2.000% According to the sixth experience life table of the insurance industry in Taiwan According to the sixth experience life table of the insurance industry in Taiwan 0%-7.5% 0%-7.5% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 25% increase 25% decrease Expected rate of salary increase 25% increase 25% decrease |
December | 31 | |
|---|---|---|---|
| 2022 $ (714) $ 738 $ 734 $ (713) |
2021 $ (917) $ 949 $ 938 $ (912) |
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The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
**December ** | **31 ** | |
|---|---|---|---|
| 2022 2021 $ 1,910 $ 654 7.5-15.9 years 8.1-13.9 years |
- c. Commuwell Enterprise (Thailand) Co., Ltd. calculates the pension of Thai employees on the basis of seniority, in accordance with section 118/1 of the Labor Protection Act (No. 6).
21. EQUITY
- a. Share capital
Ordinary shares
| Ordinary shares | |||
|---|---|---|---|
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
**December 31 ** | ||
| 2022 200,000 $ 2,000,000 123,724 $ 1,237,242 |
2021 200,000 $ 2,000,000 123,724 $ 1,237,242 |
Fully paid ordinary shares, which have a par value of NT$10, carry one vote per shares and right to dividends.
The authorized shares include 3,000 thousand shares allocated for the exercise of employee stock options.
- b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note 1) Issuance of ordinary shares The difference between the consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition Consolidation excess Unclaimed dividends May only be used to offset a deficit (Note 2) Changes in percentage of ownership interests in subsidiaries May not be used for any purpose Convertible bonds option |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 776,519 413,526 852,372 107 143,150 175,396 $ 2,361,070 |
2021 $ 1,184,809 413,526 852,372 78 143,150 175,396 $ 2,769,331 |
-
162 -
-
Note 1: Such capital surplus, which includes the amount in excess of par value of issued stocks (including the issuance of ordinary shares at the excess premium, the conversion premium of bonds, and the premium of stocks due to the consolidation excess, etc.), unclaimed dividends, and the difference between the consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition, may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
-
Note 2: Such capital surplus which arises from the effects of changes in ownership interests in subsidiaries may only be used to offset a deficit.
-
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the amended Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of compensation of employees and remuneration of directors after the amendment, refer to compensation of employees and remuneration of directors in Note 22-d.
As the Corporation is currently in the growth stage, the Corporation considers its industry development and long-term interests of shareholders as well as its programs to maintain operating efficiency and meet its financial goals when determining the distribution of bonuses in shares or cash. The board of directors shall propose allocation ratios every year and propose such allocation ratio at the shareholder’s meeting. For the distribution of bonuses to shareholders, cash dividends are preferred. Distribution of earnings may also be made in the form of stock dividends; provided that the ratio of cash dividends distributed is 5% to 100% of the total dividends distributed.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Corporation.
The appropriations of earnings for 2021 and 2020 which were approved in the shareholders’ meetings on June 10, 2022 and July 30, 2021, respectively, were as follows:
Legal reserve Special reserve Cash dividends Dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended | December 31 | ||
| 2021 $ 25,211 $ 51,576 $ 247,448 $ 2.00 |
2020 $ 96,510 $ 1,595 $ 618,621 $ 5.00 |
The shareholders’ meeting proposed to allocate capital surplus of $408,290 thousand through $3.30 per share in cash.
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The appropriation of earnings for 2022, proposed by the Corporation’s board of directors on March 15, 2023, were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2022 | ||
| Legal reserve | $ | 37,643 |
| Special reserve | $ | (168,395) |
| Cash dividends | $ | 371,172 |
| Dividends per share (NT$) | $ | 3.00 |
The appropriation of earnings and capital surplus for 2022 is subject to the resolution of the shareholders in the shareholders’ meeting to be held on June 16, 2023.
d. Special reserve
Balance at January 1 Appropriated special reserve Exchange differences on translating the financial statements of foreign operations Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 635,615 51,576 $ 687,191 |
2021 $ 634,020 1,595 $ 635,615 |
On the initial application of the IFRSs, the net increase arising from the retained earnings was not enough for the special reserve appropriation; thus, the Corporation appropriated a special reserve at the amount of $230,916 thousand. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and is thereafter, distributed.
e. Non-controlling interests
Balance at January 1 Share in profit (loss) for the year Other comprehensive income (loss) during the year Exchange differences on translating the financial statements of foreign entities Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss Changes in ownership interests in subsidiaries (Note 25) Balance at December 31 |
For the Year Ended December 31, | For the Year Ended December 31, | For the Year Ended December 31, |
|---|---|---|---|
| 2022 $ 320,188 6,172 8,071 723 (22) - $ 335,132 |
2021 $ 343,138 (11,140) (9,191) 11 674 (3,304) $ 320,188 |
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22. NET PROFIT
Net profit comprises:
a. Other income
| Dividends Rental income Subsidy income Others |
For the Year Ended December 31, 2022 2021 $ 11,703 $ 23,299 2,482 90 9,634 18,124 15,003 14,148 $ 38,822 $ 55,661 |
For the Year Ended December 31, 2022 2021 $ 11,703 $ 23,299 2,482 90 9,634 18,124 15,003 14,148 $ 38,822 $ 55,661 |
For the Year Ended December 31, 2022 2021 $ 11,703 $ 23,299 2,482 90 9,634 18,124 15,003 14,148 $ 38,822 $ 55,661 |
|---|---|---|---|
| 2022 $ 11,703 2,482 9,634 15,003 $ 38,822 |
2021 $ 23,299 90 18,124 14,148 $ 55,661 |
b. Other gains and losses
| Loss on disposal of property, plant and equipment Loss from disaster Gain on lease modification Others |
For the Year Ended December 31, 2022 2021 $ (20,181) $ (2,086) (24,886) (17,833) 4,164 120 (10,055) (15,200) $ (50,958) $ (34,999) |
For the Year Ended December 31, 2022 2021 $ (20,181) $ (2,086) (24,886) (17,833) 4,164 120 (10,055) (15,200) $ (50,958) $ (34,999) |
For the Year Ended December 31, 2022 2021 $ (20,181) $ (2,086) (24,886) (17,833) 4,164 120 (10,055) (15,200) $ (50,958) $ (34,999) |
|---|---|---|---|
| 2022 $ (20,181) (24,886) 4,164 (10,055) $ (50,958) |
2021 $ (2,086) (17,833) 120 (15,200) $ (34,999) |
c. Depreciation, amortization and employee benefits expense:
For the Year Ended December 31
| Employee benefits expense Defined contribution plan Defined benefit plans Other employee benefits Depreciation Amortization |
2022 | Total $ 93,647 46 2,192,418 $ 2,286,111 $ 476,700 $ 24,725 |
2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Operating Costs $ 72,562 243 1,600,313 $ 1,673,118 $ 316,335 $ 3,019 |
Operating Expenses $ 21,085 (197) 592,105 $ 612,993 $ 160,365 $ 21,706 |
Operating Costs $ 69,201 263 1,809,127 $ 1,878,591 $ 264,343 $ 1,150 |
Operating Expenses $ 22,286 81 533,591 $ 555,958 $ 139,491 $ 15,332 |
Total $ 91,487 344 2,342,718 $ 2,434,549 $ 403,834 $ 16,482 |
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d. Compensation of employees and remuneration of directors
According to the Corporation’s Articles of Incorporation, the Corporation accrued compensation of employees and remuneration of directors at rates of no less than 3% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and the remuneration of directors for the years ended December 31, 2022 and 2021, which were approved by the Corporation’s board of directors on March 15, 2023 and March 15, 2022, respectively, are as follows:
Accrual rate
Compensation of employees Remuneration of directors Amount Compensation of employees Remuneration of directors |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2022 2021 8.74% 8.82% 1.99% 1.99% For the Year Ended December 31 |
||
| 2022 Cash $ 43,000 9,800 |
2021 | |
| Cash $ 31,000 7,000 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
The Corporation held board of directors’ meetings on March 15, 2022 and March 16, 2021 and the meeting resulted in the actual amounts of the compensation of employees and remuneration of directors paid for 2021 and 2020 to differ from the amounts recognized in the consolidated financial statements. The differences were adjusted to profit and loss for the year ended December 31, 2021.
| Amounts approved in the board of directors’ meeting Amounts recognized in the annual consolidated financial statements |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2021 Compensation of Employees Remuneration of Directors $ 31,000 $ 7,000 $ 31,000 $ 7,000 |
2020 | |
Compensation of Employees Remuneration of Directors $ 80,000 $ 18,000 $ 80,847 $ 17,747 |
Information on the compensation of employees and remuneration of directors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
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23. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Adjustments to deferred tax attributable to changes in tax rates and laws Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 234,299 - 17,199 251,498 (14,313) (7,145) (21,458) $ 230,040 |
2021 $ 310,871 9,230 1,193 321,294 (181,696) 4,403 (177,293) $ 144,001 |
A reconciliation of accounting profit and income tax expense is as follows:
Profit before tax Income tax expense calculated at the statutory rate Permanent differences Unrecognized deductible temporary differences Unrecognized loss carryforwards Income tax on unappropriated earnings Adjustments for prior years’ tax Income tax expense recognized in profit or loss Current tax liabilities Current tax liabilities Income tax payable |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 2021 $ 607,489 $ 384,616 $ 205,019 $ 107,762 3,981 6,110 4,582 4,344 6,404 10,959 - 9,230 10,054 5,596 $ 230,040 $ 144,001 December 31 |
|||
| 2022 $ 81,428 |
2021 $ 161,944 |
b. Current tax liabilities
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c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities are as follows:
For the year ended December 31, 2022
| Deferred Tax Assets Temporary differences Allowance loss for exceeding limits Allowance for inventory valuation and obsolescence losses Others Loss carryforwards Deferred Tax Liabilities Temporary differences Gain on investments accounted for using the equity method Unrealized exchange gains Land value income tax Others |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws $ 311 $ 2,239 $ - $ 1 23,999 6,529 - 1,990 4,036 (612 ) (73 ) 531 78,032 (14,258) - 3,236 $ 106,378 $ (6,102) $ (73) $ 5,758 Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws $ 148,864 $ (24,804 ) $ - $ - 694 6,437 - (192 ) 22,171 - - - 7,654 (2,048) 700 (1,195) $ 179,383 $ (20,415) $ 700 $ (1,387) |
Exchange Differences Closing Balance $ 13 $ 2,564 338 32,856 291 4,173 552 67,562 $ 1,194 $ 107,155 Exchange Differences Closing Balance $ - $ 124,060 - 6,939 - 22,171 236 5,347 $ 236 $ 158,517 |
|---|---|---|
For the year ended December 31, 2021
| Deferred Tax Assets Temporary differences Allowance loss for exceeding limits Allowance for inventory valuation and obsolescence losses Others Loss carryforwards Deferred Tax Liabilities Temporary differences Gain on investments accounted for using the equity method Unrealized exchange gains Land value income tax Others |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws $ 2,394 $ (2,040 ) $ - $ - 22,338 2,288 - (418 ) 13,475 (2,555 ) 17 (6,469 ) 41,513 36,525 - - $ 79,720 $ 34,218 $ 17 $ (6,887) Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws $ 284,128 $ (135,264 ) $ - $ - 7,486 (4,564 ) - (2,228 ) 22,171 - - - 18,154 (7,650) (2,163) (256) $ 331,939 $ (147,478) $ (2,163) $ (2,484) |
Exchange Differences Closing Balance $ (43 ) $ 311 (209 ) 23,999 (432 ) 4,036 (6) 78,032 $ (690) $ 106,378 Exchange Differences Closing Balance $ - $ 148,864 - 694 - 22,171 (431) 7,654 $ (431) $ 179,383 |
|---|---|---|
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-
d. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
| Deductible temporary differences Loss carryforwards |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 164,401 115,771 $ 280,172 |
2021 $ 149,634 87,361 $ 236,995 |
The unrecognized deductible temporary differences are goodwill amortization, excess loss allowance, impairment loss on financial assets measured at cost, and loss on investments accounted for using the equity method.
- e. Information about unused loss carryforwards
Loss carryforwards as of December 31, 2022 comprised:
| Unused Amount | Unused Amount | Expiry Year |
|---|---|---|
| $ | 70,211 | 2023 |
| 44,201 | 2024 | |
| 21,082 | 2025 | |
| 66,205 | 2026 | |
| 25,078 | 2029 | |
| 6,998 | 2030 | |
| 35,378 | 2031 | |
| $ | 269,153 |
- f. Income tax assessments
The income tax returns of the Corporation, Gatetech Technology Inc. and Leohab Enterprise Co., Ltd. through 2020 have been assessed by the tax authorities.
All the subsidiaries in China and other overseas countries have completed income tax returns within the time limit specified by the local tax collection authority.
24. EARNINGS PER SHARE
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:
Net Profit for the Year
Earnings used in the computation of diluted earnings per share Effect of potentially dilutive ordinary shares Interest on convertible bonds |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2022 $ 371,277 12,796 $ 384,073 |
2021 $ 251,755 1,052 $ 252,807 |
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Shares
The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:
Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Convertible bonds Compensation of employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 123,724 19,481 819 144,024 |
2021 123,724 1,083 629 125,436 |
If the Group offered to settle the compensation or bonuses paid to employees in cash or shares, the Group assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
25. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
On December 15, 2021, the Corporation subscribed for additional new shares of Gatetech Technology Inc. at 0.39% from its existing ownership percentage for a cash consideration of $2,248 thousand, and increased the Corporation’s percentage of ownership from 73.43% to 73.82%.
The above transactions were accounted for as equity transactions, since the Corporation did not cease to have control over these subsidiaries.
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2021 | ||
| Consideration paid | $ | (2,248) |
| The proportionate share of carrying amount of the net assets of the subsidiary | ||
| transferred to non-controlling interests | 3,304 | |
| Difference recognized from equity transactions | $ | 1,056 |
| Adjustment of difference recognized from equity transactions | ||
| Capital surplus-difference between actual acquisition of subsidiary’s equity prices and | ||
| carrying amount | $ | 1,056 |
26. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stockholders through the optimization of the debt and equity balance.
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The strategy for managing the capital structure of the Group is based on the scale of the business, the future growth of the industry and the blueprints of the products’ development. The Group calculates trading fund and cash based on its production capacity in order to have a long-term and completed plan. The Group takes into account product competition to estimate the products’ contribution, operating profit margin and cash flow. It also considers the business cycle and the product’s’ life cycle and risks when deciding the appropriate capital structure.
Key management personnel of the Group review the capital structure on a regular basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Generally, the Group uses a cautious risk management strategy.
27. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
December 31, 2022
| Carrying Fair Value Amount Level 1 Level 2 Level 3 Financial liabilities Financial liabilities at amortized cost Convertible bonds $ 1,178,724 $ 1,229,880 $ - $ - December 31, 2021 Carrying Fair Value Amount Level 1 Level 2 Level 3 Financial liabilities Financial liabilities at amortized cost Convertible bonds $ 1,166,288 $ 1,390,200 $ - $ - Fair value of financial instruments measured at fair value on a recurring basis 1) Fair value hierarchy December 31, 2022 Level 1 Level 2 Level 3 Financial assets at FVTPL Listed shares $ 86,154 $ - $ - Structured deposits 617,967 - - Emerging market shares 9,334 - 11,148 Overseas unlisted shares - - 28,725 Private funds - - 14,283 $ 713,455 $ - $ 54,156 |
Fair Value | Fair Value | |||
|---|---|---|---|---|---|
| Level 1 $ 1,229,880 |
Level 2 Level 3 $ - $ - Fair Value |
Total $ 1,229,880 |
|||
| Level 2 $ - |
Level 3 $ - basis Level 3 $ - - 11,148 28,725 14,283 $ 54,156 |
Total $ 1,390,200 Total $ 86,154 617,967 20,482 28,725 14,283 $ 767,611 |
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
171 -
December 31, 2021
| Financial assets at FVTPL Foreign exchange forward contracts Listed shares Bonds payable Structured deposits Emerging market shares Overseas unlisted shares Private funds Financial liabilities at FVTPL Foreign exchange forward contracts |
Level 1 $ - 81,379 - 65,370 10,427 - - $ 157,176 $ - |
Level 2 $ 4 - 360 - - - - $ 364 $ 41 |
Level 3 $ - - 7,101 38,508 9,034 $ 54,643 $ - |
Total $ 4 81,379 360 65,370 17,528 38,508 9,034 $ 212,183 $ 41 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 in the current and prior years.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
Balance at January 1 Recognized in profit or loss (included in net loss on fair value changes of financial instruments at FVTPL) Purchases Refund of capital reduction Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 54,643 (3,689) 7,238 (4,036) $ 54,156 |
2021 $ 63,578 (17,040) 8,105 - $ 54,643 |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instrument Foreign exchange forward contracts Domestic third unsecured convertible bonds |
Valuation Technique and Inputs |
|---|---|
| Discounted cash flows Future cash flows are estimated based on observable forward exchange rates at the end of the year and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. Under the assumption that bonds will be redeemed on September 9, 2024, discount rate adopted is calculated via interpolation method using government bond yield rates from public offer 2-year and 5- year period. |
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
Fair values of emerging market shares are measured using the market approach, while the fair values of overseas unlisted shares and private funds are measured using the asset approach.
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-
c. Categories of financial instruments
| Financial assets Mandatorily classified as at FVTPL Financial assets at amortized cost (Note 1) Financial liabilities Mandatorily classified as at FVTPL Financial liabilities at amortized cost (Note 2) |
December 31 |
|---|---|
| 2022 2021 $ 767,611 $ 212,183 5,996,361 6,279,111 - 41 4,667,248 4,688,776 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, financial assets at amortized cost, notes receivable, trade receivables, other receivables, and refundable deposits.
-
2) The balances include financial liabilities at amortized cost, which comprise notes payable and trade payables, other payables, short-term borrowings, long-term borrowings, current portion of long-term borrowing and bonds payable, bonds payable, and guarantee deposits received.
d. Financial risk management objectives and policies
The Group’s major financial instruments include cash and cash equivalents, financial assets mandatorily classified as at FVTPL, financial assets at amortized cost, equity investments, trade receivables, trade payables, accounts payable, bonds payable, short-term borrowings and lease liabilities. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). There is no change in the method of the measurement of market risk.
There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.
a) Foreign currency risk
Several subsidiaries of the Group have foreign currency sales and purchases, which exposes the Group to foreign currency risk. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 31.
Sensitivity analysis
The Group is mainly exposed to the USD and RMB.
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The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign exchange forward contracts designated as cash flow hedges, and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. A negative number below indicates a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 1% against the relevant currency. For a 1% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be positive.
USD impact USD:NTD USD:RMB USD:VND RMB impact RMB:NTD RMB:USD |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ (2,011) $ (19,186) $ (228) $ (1,633) $ (447) |
2021 $ 84 $ (24,472) $ (939) $ (2,311) $ (441) |
This was mainly attributable to the exposure on outstanding receivables and payables in USD and RMB which were not hedged at the end of the reporting period.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign currency risk because the exposure at the end of the reporting period did not reflect the exposure during the period.
- b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets |
December 31 |
|---|---|
| 2022 2021 $ 2,003,604 $ 517,230 3,247,591 2,824,014 2,362,027 1,940,437 |
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Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $23,620 thousand and $19,404 thousand, respectively, which was mainly attributable to the Group’s exposure to interest rates on its variable-rate deposits.
c) Other price risk
The Group was exposed to equity price risk through its investments in domestic listed shares, domestic emerging market shares, mutual funds and overseas unlisted shares and private funds. In addition, the Group has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $1,496 thousand and $1,464 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Group, could be equal to the total of the carrying amount of the respective recognized financial assets as stated in the balance sheets.
In order to reduce credit risk, the management team of the Group designated a special team to decide the credit ratings of counterparties and other monitoring procedures to make sure there are appropriate actions taken to collect the overdue receivables. Additionally, on each balance sheet date, the Group reviews the recoverable amounts to ensure appropriate allowances have been made for doubtful accounts. Therefore, the Group considers its credit risk to be significantly reduced.
The Group continuously assesses the financial conditions of customers with outstanding receivables.
As the counterparties of the Group are financial institutions and companies with good credit ratings, the Group has limited credit risk.
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3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity, The Group had available unutilized short-term bank loan facilities set out below.
Financing facilities
| Unsecured bank overdraft facilities, reviewed annually: Amount used Amount unused Secured bank overdraft facilities Amount used Amount unused |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,089,681 3,133,506 $ 4,223,187 $ 581,929 74,023 $ 655,952 |
2021 $ 495,000 3,410,000 $ 3,905,000 $ 611,566 47,633 $ 659,199 |
28. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Group and its subsidiaries, which are related parties of the Group, have been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.
- a. Related party name and category
| Related Party Name Chen Chien Hung Chen Chien Yuan High Grade Tech Co., Ltd. Smart Automation Technology Inc. Dongguan Smart Automation Technology Inc. |
Related Party Category |
|---|---|
Related party in substance (first-degree relative of the Corporation’s director) The legal representative of the Corporation’s director Associate Associate The subsidiary of associate |
- b. Operating cost
==> picture [462 x 48] intentionally omitted <==
----- Start of picture text -----
For the Year Ended December 31
Related Party Category 2022 2021
Associates $ 99 $ -
----- End of picture text -----
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c. Operating expense
| d. e. |
Related Party Category Associates Acquisition of property, plant and equipment Related Party Category Associates The subsidiaries of associates Lease agreements Related Party Category Lease assets acquired Related party in substance The legal representative of the Corporation’s director Line Item Related Party Category Lease liabilities Related party in substance The legal representative of the Corporation’s director Related Party Category Interest expense Related party in substance The legal representative of the Corporation’s director Lease expense The legal representative of the Corporation’s director |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| 2022 2021 $ - $ 12 For the Year Ended December 31 |
||||
| 2022 2021 $ 476 $ 197 3,960 - $ 4,436 $ 197 For the Year Ended December 31 |
||||
| 2022 $ 3,216 1,749 $ 4,965 **December ** |
2021 $ - - $ - **31 ** |
|||
| 2022 2021 $ 1,948 $ 242 1,058 132 $ 3,006 $ 374 For the Year Ended December 31 |
||||
| 2022 $ 19 10 $ 29 $ 474 |
2021 $ 10 5 $ 15 $ - |
The rental amounts agreed in lease contracts between the Group and other related parties are determined based on market prices and general payment terms.
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f. Other assets
Line Item Related Party Category Intangible assets Associates The subsidiaries of associates Payables to related parties (excluding loans from related parties) Line Item Related Party Category Other payables Associates Remuneration of key management personnel Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 9,460 126 $ 9,586 **December ** |
2021 $ 730 - $ 730 **31 ** |
||
| 2022 2021 $ 78 $ - **For the Year Ended December 31 ** |
|||
| 2022 $ 43,227 314 $ 43,541 |
2021 $ 44,873 314 $ 45,187 |
g. Payables to related parties (excluding loans from related parties)
- h. Remuneration of key management personnel
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
29. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for borrowings and performance bond:
| Property, plant and equipment Financial assets at amortized cost |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 819,017 3,272 $ 822,289 |
2021 $ 822,189 2,208 $ 824,397 |
30. SIGNIFICANT LOSSES FROM DISASTERS
A fire broke out in the premises of Suzhou Fulfil Electronics Co., Ltd. on January 20, 2021, which caused damage to some of the plant, machinery, equipment and inventories. The Corporation has property insurance and public liability insurance for the aforementioned plant, machinery, equipment and inventories. The Corporation negotiated claims settlement with the insurance company in June 2022. The related losses after deducting insurance claims amounted to $42,719 thousand. The estimated cost of damage in the amount of $24,886 thousand and $17,833 thousand were recognized in other gains and losses for the years ended December 31, 2022 and 2021.
- 178 -
31. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The significant financial assets and liabilities of entities in the Group denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and respective functional currencies were as follows:
December 31, 2022
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currency | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 48,301 |
30.71 (USD:NTD) | $ 1,483,324 |
| USD | 64,171 | 6.9646 (USD:RMB) | 1,970,691 |
|
| USD | 1,610 | 23,959 (USD:VND) | 49,443 |
|
| RMB | 48,069 | 4.4080 (RMB:NTD) | 211,888 |
|
| RMB | 10,148 | 0.1435 (RMB:USD) | 44,732 |
|
| Non-monetary items | ||||
| Financial assets at FVTPL - non-current | ||||
| USD | 935 | 30.71 (USD:NTD) | 28,725 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 41,754 | 30.71 (USD:NTD) | 1,282,265 |
|
| USD | 1,697 | 6.9646 (USD:RMB) | 52,115 |
|
| USD | 867 | 23,959 (USD:VND) | 26,626 |
|
| RMB | 11,030 | 4.408 (RMB:NTD) | 48,620 |
|
| December 31, 2021 | ||||
| Foreign | Carrying | |||
| Currency | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 59,638 |
27.68 (USD:NTD) | $ 1,650,780 |
| USD | 90,378 | 6.3757 (USD:RMB) | 2,501,663 |
|
| USD | 4,417 | 23,130 (USD:VND) | 122,263 |
|
| RMB | 58,264 | 4.3440 (RMB:NTD) | 253,099 |
|
| RMB | 10,158 | 0.1569 (RMB:USD) | 44,126 |
|
| Non-monetary items | ||||
| Financial assets at FVTPL - non-current | ||||
| USD | 1,391 | 27.68 (USD:NTD) | 38,508 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 59,940 | 27.68 (USD:NTD) | 1,659,139 |
|
| USD | 1,967 | 6.3757 (USD:RMB) | 54,447 |
|
| USD | 1,026 | 23,130 (USD:VND) | 28,400 |
|
| RMB | 5,056 | 4.3440 (RMB:NTD) | 21,963 |
- 179 -
The Group is mainly exposed to the USD and RMB. The following information was aggregated by the functional currencies of the group entities in the Group, and the exchange rates between respective functional currencies and the presentation currency were disclosed. The significant realized and unrealized foreign exchange gains (losses) were as follows:
| Foreign Currency NTD USD RMB VND Others |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2022 Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ 58,523 29.805 (USD:NTD) (4,083) 4.422 (RMB:NTD) 213,486 0.00126 (VND:NTD) 1,763 708 $ 270,397 |
2021 | |
| Exchange Rate Net Foreign Exchange Gains (Losses) 1 (NTD:NTD) $ 7,331 28.009 (USD:NTD) 1,013 4.341 (RMB:NTD) (70,355) 0.00116 (VND:NTD) 2,798 1,422 $ (57,791) |
32. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
-
9) Trading in derivative instruments (Note 7)
-
10) Intercompany relationships and significant intercompany transactions (Table 8)
-
180 -
-
b. Information of investees (Table 6)
-
c. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 7)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Tables 1, 2, 4, 5 and 8):
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c) The amount of property transactions and the amount of the resultant gains or losses.
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.
-
-
d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)
33. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group’s reportable segments were electronic equipment and molding.
No operating segments were closed during the year.
- 181 -
a. Segment revenue and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
| Equipment - electronic parts - plastic molding Revenue from continuing operations Other income Other gains and losses Interest income Net foreign exchange gain (loss) Net (loss) gain on financial assets at FVTPL Share of profit of associates Interest expenses Impairment loss on investments accounted for using the equity method General and administrative expenses Income before tax |
Segment Revenue For the Year Ended December 31 2022 2021 $ 9,579,801 $ 9,894,007 229,642 300,792 $ 9,809,443 $ 10,194,799 |
Segment Income | Segment Income | ||
|---|---|---|---|---|---|
| For the Year Ended December 31 |
|||||
| 2022 $ 9,579,801 229,642 $ 9,809,443 |
2022 $ 1,123,726 17,088 1,140,814 38,822 (50,958) 35,184 270,397 (551) 42,401 (51,773) (19,835) (797,012) $ 607,489 |
2021 $ 1,090,029 11,523 1,101,552 55,661 (34,999) 26,245 (57,791) 45,390 7,520 (40,963) (10,633) (707,366) $ 384,616 |
The above segment revenue and results were generated from the transactions with external customers. There were no inter-segment transactions in 2022 and 2021.
Segment profit represented the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, other income, other gains and losses, interest income, gain from bargain purchase - acquisitions of subsidiaries, net foreign exchange gain (loss), net (loss) gain on financial assets at FVTPL, share of profit of associates, interest expense, impairment loss on investments accounted for using the equity method and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
b. Segment total assets
The Group has no key operational personnel to monitor segment performance, and thus, the amount of segment assets is zero.
- c. Other segment information
Electronic parts department Plastic molding department |
Depreciation and Amortization | Depreciation and Amortization | Depreciation and Amortization |
|---|---|---|---|
| **For the Year Ended ** | **December 31 ** | ||
| 2022 $ 454,059 47,366 $ 501,425 |
2021 $ 371,184 49,132 $ 420,316 |
- 182 -
d. Revenue from major products and services
The following is an analysis of the Group’s revenue from continuing operations from its major products and services.
Display hinges Molding equipment |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 9,579,801 229,642 $ 9,809,443 |
2021 $ 9,894,007 300,792 $ 10,194,799 |
e. Geographical information
The Group operates in three principal geographical areas - China, Thailand and Taiwan.
The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.
China Taiwan Other |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 4,899,884 4,438,353 471,206 $ 9,809,443 |
2021 $ 5,696,024 4,170,460 328,315 $ 10,194,799 |
f. Information about major customers
Revenue in 2022 and 2021 were $9,809,443 thousand and $10,194,799 thousand, respectively and each single customer contributing 10% or more to the Group’s revenue was as follows:
| Client Code A B |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2022 Sales % of Revenue $ 2,371,096 24.17 838,281 8.55 |
2021 | |
| Sales % of Revenue $ 2,504,787 24.57 1,475,227 14.47 |
- 183 -
TABLE 1
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Notes 1 and 2) |
Ending Balance (Notes 1 and 2) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
Aggregate Financing Limit |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Syncmold Enterprise Corporation |
Syncmold Enterprise (Samoa) Corp. Grand Advance Inc. Syncmold Enterprise Vietnam Co., Ltd. Gatetech Technology Inc. Leohab Enterprise Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes |
$ 100,000 100,000 100,000 100,000 100,000 |
$ 100,000 100,000 100,000 100,000 100,000 |
$ - - - - - |
- - - - - |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
$ - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
$ - - - - - |
- - - - - |
- - - - - |
$ 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
$ 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) |
| 1 | Syncmold Enterprise (Samoa) Corp. |
Fujian Khuan Hua Precise Mold Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Fullking Development Limited Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Syncmold Enterprise Corporation |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes |
61,420 138,195 24,568 61,420 319,384 |
61,420 138,195 24,568 61,420 319,384 |
- 46,065 24,568 - 227,254 |
- 2.00 0.00 - 0.00 |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - |
- - - - - |
- - - - - |
1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
(Continued)
- 184 -
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Notes 1 and 2) |
Ending Balance (Notes 1 and 2) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
Aggregate Financing Limit |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 2 | Grand Advance Inc. | Kunshan Fulfil Tech Co., Ltd. Syncmold Enterprise (Samoa) Corp. Chongqing Fulfil Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Syncmold Enterprise (USA) Corp. Fullking Development Limited Syncmold Enterprise Corporation |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes Yes Yes |
$ 61,420 61,420 92,130 61,420 27,639 107,485 337,810 |
$ 61,420 61,420 - 61,420 27,639 46,065 168,905 |
$ - - - - 12,284 46,065 168,905 |
- - - - 0.00 0.00 0.00 |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
$ - - - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
$ - - - - - - - |
- - - - - - - |
- - - - - - - |
$ 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
$ 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
| 3 | Full Big Limited (Note 3) | Fullking Development Limited |
Other receivables from related parties |
Yes | 24,568 | - |
- |
- | Short-term financing |
- | Operating capital |
- | - | - | 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) |
| 4 | Fuzhou Fulfil Tech Co., Ltd | Fujian Khuan Hua Precise Mold Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes |
44,094 57,322 70,550 |
44,094 57,322 44,094 |
- - - |
- - - |
Short-term financing Short-term financing Short-term financing |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
| 5 | Suzhou Fulfil Electronics Co., Ltd. |
Kunshan Fulfil Tech Co., Ltd. | Other receivables from related parties |
Yes | 39,685 | 39,685 |
- |
- | Short-term financing |
- | Operating capital |
- | - | - | 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) |
| (Continued) |
- 185 -
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Notes 1 and 2) |
Ending Balance (Notes 1 and 2) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
Aggregate Financing Limit |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 6 | Zhongshan Fulfil Tech. Co., Ltd. |
Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes |
$ 35,275 44,094 35,275 |
$ 35,275 44,094 35,275 |
$ - - - |
- - - |
Short-term financing Short-term financing Short-term financing |
$ - - - |
Operating capital Operating capital Operating capital |
$ - - - |
- - - |
- - - |
$ 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
$ 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
Note 1: The authorized amount of loans was approved by the board of directors.
Note 2: The highest balance, ending balance, and the actual amount borrowed were calculated based on the exchange rate at the end of 2022.
Note 3: For organizational restructuring purposes, in July 2022, the board of directors resolved to dissolve Full Big Limited, which was completed in October 2022.
Note 4: All the transaction in the table above have been eliminated during the preparation of the consolidated financial statements.
(Concluded)
- 186 -
TABLE 2
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | ||||||||||||
| 0 | Syncmold Enterprise Corporation | Gatetech Technology Inc. Leohab Enterprise Co., Ltd. Syncmold Enterprise Vietnam Co., Ltd. |
Subsidiary Subsidiary Subsidiary |
$1,109,239 (20% of the net worth of the Corporation) $1,109,239 (20% of the net worth of the Corporation) $1,663,859 (30% of the net worth of the Corporation) |
$ 200,000 300,000 614,200 (US$ 20,000 thousand) |
$ 200,000 300,000 (Note) 614,200 (US$ 20,000 thousand) |
$ 100,000 216,000 18,733 |
$ - - - |
3.61 5.41 11.07 |
$2,773,099 (50% of the net worth of the Corporation) $2,773,099 (50% of the net worth of the Corporation) $2,773,099 (50% of the net worth of the Corporation) |
Y Y Y |
N N N |
N N N |
Note: By the resolution of the board of directors of the Corporation on March 15, 2022, it is proposed that Syncmold Enterprise Corporation provide an short-term endorsement guarantee within the limit of $260,000 thousand, Moreover, on November 7, 2022, it is also proposed that Taishin Bank provide an short-term endorsement guarantee within the limit of $60,000 thousand, total funds $320,000 thousand for Leohab Enterprise Co., Ltd. As of December 31, 2022, the remaining $20,000 thousand has not been implemented.
- 187 -
TABLE 3
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2022 | December 31, 2022 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| Syncmold Enterprise Corporation Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Gatetech (Suzhou) Technology Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
Stock Gigastone Corporation Tiga Gaming Inc. Foxfortune Technology Limited Hercules BioVenture, L.P. Winmate Inc. Private funds China Development of Healthcare Venture of Limited Partnership Structured deposit Pagged exchange rate daily accumulated interest to corporate structured deposits Pagged exchange rate daily accumulated interest to corporate structured deposits Linked interest rate (ten-year treasury bond maturity yield) structured deposit products No. 12 Monthly profit 22110091 Monthly profit 22090283 Monthly profit 22090282 Monthly profit 22120149 Monthly profit 22120150 Monthly profit 22120151 Monthly profit 22120152 Monthly profit 22120269 |
- - - - - - - - - - - - - - - - - |
Financial assets at FVTPL - non-current Financial assets at FVTPL - non-current Financial assets at FVTPL - non-current Financial assets at FVTPL - non-current Financial assets at FVTPL - current Financial assets at FVTPL - non-current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current |
847,011 1,332,132 1,000,000 210,526 1,038,000 20,360,270 - - - - - - - - - - - |
$ 9,334 11,148 19,646 9,079 86,154 14,283 44,181 22,090 44,146 44,172 44,227 44,225 79,406 79,403 79,399 70,574 66,144 |
1.67 5.06 5.80 2.63 1.44 0.96 - - - - - - - - - - - |
$ 9,334 11,148 19,646 9,079 86,154 14,283 44,181 22,090 44,146 44,172 44,227 44,225 79,406 79,403 79,399 70,574 66,144 |
(Notes 2 and 6) (Notes 3 and 6) (Notes 4 and 6) (Notes 4 and 6) (Notes 2 and 6) (Notes 4 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) |
Note 1: The negotiable securities in the table above are the shares, bonds and mutual funds recognized under IFRS 9 - “Financial Instruments”.
Note 2: The shares are calculated at the strike price as of December 31, 2022.
Note 3: The shares are measured using the market approach.
Note 4: The shares are measured using the asset approach.
Note 5: The structured commodity is calculated at its contract worth as of December 31, 2022.
Note 6: No guarantees, pledged collateral or other restricted situations.
Note 7: Refer to Tables 6 and 7 for information on investments in subsidiaries and associates.
- 188 -
TABLE 4
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount | % of Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total |
||||
| Syncmold Enterprise Corporation Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. |
Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. |
Subsidiary Subsidiary Subsidiary Subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Parent company Parent company Parent company Parent company Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary |
Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Sales Sales Sales Sales Sales Sales Sales Sales |
$ 1,652,508 1,089,901 508,590 142,413 187,527 383,868 155,143 249,582 (1,652,508) (1,089,901) (508,590) (142,413) (187,527) (383,868) (155,143) (249,582) |
47 31 14 4 9 16 7 17 60 41 30 30 50 99 31 49 |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 |
$ - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - |
$ (361,977) (222,567) (121,136) (51,715) (23,309) (55,399) (20,933) (19,866) 361,977 222,567 121,136 51,715 23,309 55,399 20,933 19,866 |
46 28 15 7 6 18 7 7 53 34 23 30 36 100 33 31 |
Note 1: Payment terms are the same as the payment terms of non-related parties.
Note 2: All the transactions in the table above have been eliminated during the preparation of the consolidated financial statements.
- 189 -
TABLE 5
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance (Note) |
Turnover Rate |
Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Fuzhou Fulfil Tech Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Syncmold Enterprise Corporation |
Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Zhongshan Fulfil Tech. Co., Ltd. |
Parent company Parent company Parent company Parent company Parent company Subsidiary |
$ 168,905 (Note 1) 227,254 (Note 1) 121,136 361,977 222,567 108,340 (Note 2) |
- - - - - - |
$ - - - - - - |
- - - - - - |
$ 61,420 - 55,815 213,201 111,119 108,340 |
$ - - - - - - |
Note 1: Financing.
Note 2: Royalties receivable.
Note 3: All the transactions in the table above have been eliminated during the preparation of the consolidated financial statements.
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TABLE 6
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of December 31, | As of December 31, | 2022 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
Number of Shares |
% | Carrying Amount |
|||||||
| Syncmold Enterprise Corporation Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Gatetech Technology Inc. Gatech Holdings Ltd. Leohab Enterprise Co., Ltd. Sweet International Group Ltd. Lucky King Holdings Ltd. |
Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Syncmold Enterprise (USA) Corp. High Grade Tech Co., Ltd. Corebio Technologies Co., Ltd. Smart Automation Technology Inc. Leohab Enterprise Co., Ltd. Gatetech Technology Inc. Syncmold Enterprise Vietnam Co., Ltd. Syncmold Enterprise (MALAYSIA) Sdn. Bhd. Syncmold Enterprise (SINGAPORE) Pte., Ltd. Syncmold Enterprise (THAILAND) Co., Ltd. Canford International Limited Fullking Development Limited Full Glary Holding Limited Full Big Limited Forever Business Development Limited Full Celebration Limited Gatech Holdings Ltd. Gatech International Ltd. Sweet International Group Ltd. Commuwell Enterprise (Thailand) Co., Ltd. Lucky King Holdings Ltd. Commuwell Enterprise (Thailand) Co., Ltd. |
Samoa Samoa USA Taiwan Taiwan Taiwan Taiwan Taiwan Vietnam Malaysia Singapore Thailand Samoa Hong Kong Hong Kong Samoa Samoa Samoa Samoa Samoa British Virgin Islands Thailand Mauritius Thailand |
Trading, import and export and investment in electronic parts Trading and related import and export businesses of metal molds and plastic molds as well as the reinvestment of subsidiaries in mainland China Trading, import and export in electronic parts The design and sale of television hangers and related import and export businesses Medical technology and precision instrument wholesale and retail Software design services Precision hardware components manufacturing Precise molding and magnesium alloy die caster manufacturing and transaction business Trading, import and export and investment in electronic parts Trading, import and export in electronic parts, customer support and service center Trading, import and export in electronic parts, electronic components and parts design Trading, import and export and investment in electronic parts Import and export trade and investment business Import and export trade and investment business Import and export trade and investment business Reinvestment in subsidiaries in mainland China and international trade Reinvestment in subsidiaries in mainland China and international trade Reinvestment in subsidiaries in mainland China and international trade General investment business General investment business General investment business Plastic shot and hardware components manufacturing General investment business Plastic shot and hardware components manufacturing |
$ 506,240 110,598 32 36,075 52,000 15,680 232,677 556,063 579,944 7,192 1,100 33,638 119,342 160,175 259,720 - 125,957 147,710 647,041 657,284 147,834 190,728 147,834 - |
$ 506,240 110,598 32 36,075 52,000 15,680 232,677 556,063 579,944 7,192 1,100 33,638 119,342 160,175 259,720 16,643 125,957 147,710 647,041 657,284 280,368 - 280,368 113,236 |
- 3,546 - 2,280 5,200 1,568 16,620 42,432 - - - - - - - - - - 20,130 20,268 - - - - |
100.00 100.00 100.00 35.63 38.29 49.00 70.00 73.82 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - |
$ 2,875,187 2,172,304 (3,319) 153,143 - 14,945 217,034 682,832 488,823 2,167 5,581 12,627 1,378,466 1,029,524 252,158 - 354,424 133,223 616,413 616,413 306,533 223,930 300,220 - |
$ 234,262 (41,500) (220) 122,202 (2,337) (485) (34,392) 68,105 (48,256) (98) 1,847 (85) 26,109 328,507 (36,005) 292 (1,178) (58,022) 1,350 1,350 (10,831) 17,732 (10,831) 4,184 |
$ 234,249 (37,341) (220) 43,535 (895) (239) (25,493) 48,254 (48,256) (98) 1,847 (85) 26,109 328,507 (37,419) 292 314 (58,022) 1,350 1,350 (10,810) 17,732 (10,831) 4,184 |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Notes 1 and 5) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 4) (Note 1) (Note 4) |
| (Continued) |
- 191 -
Note 1: Calculated based on the audited financial statements of the investee company and the Corporation’s shareholding ratio.
Note 2: Calculated based on the unaudited financial statements of the investee company and the Corporation’s shareholding ratio.
Note 3: Refer to Table 7 for related information on investees from mainland China.
Note 4: For organizational restricting purposes, the Corporation’s board of directors resolved to transfer 100% equity of Commuwell Enterprise (Thailand) Co., Ltd. held by Lucky King Holdings Ltd. to Leohab Enterprise Co., Ltd. for direct investment. The capital transfer was completed on May 2022.
Note 5: For organizational restructuring purposes, in July 2022, Full Big Limited’s board of directors resolved to dissolution, which has completed the liquidation procedures in October 2022.
Note 6: The profit and loss of investments between reinvested companies, investments accounted for using the equity method, and the equity of investee companies were all eliminated during the preparation of the consolidated financial statements, except for High Grade Tech Co., Ltd., Corebio Technology Co., Ltd. and Smart Automation Technology Inc.
(Concluded)
- 192 -
TABLE 7
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2021 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2022 |
Accumulated Repatriation of Investment Income as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| Fuzhou Fulfil Tech Co., Ltd. Fujian Khuan Hua Precise Mold Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. |
Electronic parts processing and manufacturing. Trading and related import and export business Processing, manufacturing, trading and related import and export business of various metal molds, plastic molds and plastic injection molds Electronic parts processing and manufacturing. Trading and related import and export business Processing, manufacturing, trading and related import and export business of various metal molds, plastic molds and plastic injection molds Electronic parts processing and manufacturing. Trading and related import and export business Electronic parts processing and manufacturing. Trading and related import and export business Manufacturing and assembling of laptops uses precise bearing, hardware and related accessories The processing, manufacturing, related imports and exports of all electronic, plastic and hardware parts |
$ 42,733 109,419 58,313 123,643 18,248 150,482 231,078 137,374 |
Invested through Syncmold Enterprise (Samoa) Corp. Invested through Syncmold Enterprise (Samoa) Corp. Invested through Syncmold Enterprise (Samoa) Corp. Invested through Forever Business Development Limited Invested through Canford International Limited Invested through Fullking Development Limited Invested through Full Glary Holding Limited Invested through Full Celebration Limited |
$ 63,969 (US$ 2,083 thousand) 41,643 (US$ 1,356 thousand) - - - - 184,260 (US$ 6,000 thousand) - |
$ - - - - - - - - |
$ - - - - - - - - |
$ 63,969 (US$ 2,083 thousand) 41,643 (US$ 1,356 thousand) - - - - 184,260 (US$ 6,000 thousand) - |
$ 80,044 (42,876) (15,379) (2,832) 26,109 328,494 (36,005) (58,022) |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
$ 80,044 (42,876) (15,379) (2,832) 26,109 328,494 (36,005) (58,022) |
$ 952,661 239,010 147,586 259,919 1,378,447 1,099,087 252,057 133,211 |
$ 2,428,055 (US$ 79,064 thousand) - 119,708 (US$ 3,898 thousand) - 1,309,167 (US$ 42,630 thousand) 1,760,113 (US$ 57,314 thousand) - 556,588 (US$ 18,124 thousand) |
(Continued)
- 193 -
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2021 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2022 |
Accumulated Repatriation of Investment Income as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||||
| Gatetech (Suzhou) Technology Co., Ltd. Suzhou Leoho Electronics Co., Ltd. |
The manufacture, processing and trading of aluminum and magnesium alloy die-casting products Precision hardware components manufacturing |
$ 712,282 203,817 |
Invested through Gatech International Ltd. Invested through Lucky King Holdings Ltd. |
$ 746,253 (US$ 24,300 thousand) 137,519 (US$ 4,478 thousand) |
$ - - |
$ - - |
$ 746,253 (US$ 24,300 thousand) 137,519 (US$ 4,478 thousand) |
$ (43) (15,015) |
73.82 70.00 |
$ (31) (10,511) |
$ 616,413 300,219 |
$ - - |
||
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2022 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by the Investment Commission, MOEA |
||||||||||||
| $1,402,679 (US$45,675 thousand) |
$2,378,275 (US$77,443 thousand) |
$3,528,797 |
Note 1: Calculated based on the audited financial statements of the investee company and the Corporation’s shareholding ratio.
Note 2: The profit and loss of investments between reinvested companies, investments accounted for using the equity method, and the equity of investee companies were all eliminated during the preparation of the consolidated financial statements.
(Concluded)
- 194 -
TABLE 8
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Investee Company | Counterparty | Relationship (Note 2) |
Transaction Details | Payment Terms | % of Total Sales or Asset (Note 3) |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Price | ||||||
| 0 | Syncmold Enterprise Corporation | Zhongshan Fulfil Tech. Co., Ltd. | 1 | Trade receivables from related parties | $ 108,340 | No significant difference with non-related parties | 1 |
| 1 | Zhongshan Fulfil Tech. Co., Ltd. | Syncmold Enterprise Corporation Syncmold Enterprise Corporation |
2 2 |
Sales Trade receivables from related parties |
1,652,508 361,977 |
No significant difference with non-related parties No significant difference with non-related parties |
17 3 |
| 2 | Dongguan Khuan Huang Precision Mold Plastic Co., Ltd. |
Syncmold Enterprise Vietnam Co., LTD Zhongshan Fulfil Tech. Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
3 3 3 3 3 3 |
Trade receivables from related parties Sales Trade receivables from related parties Sales Trade receivables from related parties Sales |
12,668 187,527 23,309 79,955 14,441 68,488 |
No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties |
- 2 - 1 - 1 |
| 3 | Fuzhou Fulfil Tech Co., Ltd. | Syncmold Enterprise Corporation Syncmold Enterprise Corporation |
2 2 |
Sales Trade receivables from related parties |
508,590 121,136 |
No significant difference with non-related parties No significant difference with non-related parties |
5 1 |
| 4 | Fuqing Fuqun Electronic Hardware Tech Co., Ltd. |
Zhongshan Fulfil Tech. Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
3 3 3 3 3 3 |
Sales Trade receivables from related parties Sales Trade receivables from related parties Sales Trade receivables from related parties |
95,004 15,034 249,582 19,866 155,143 20,933 |
No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties No significant difference with non-related parties |
1 - 3 - 2 - |
| 5 | Grand Advance Inc. | Syncmold Enterprise Corporation Syncmold Enterprise (USA) Corp. Fullking Development Limited |
2 3 3 |
Other receivables from related parties - financing Other receivables from related parties - financing Other receivables from related parties - financing |
168,905 12,284 46,065 |
Based on the contract between both parties Based on the contract between both parties Based on the contract between both parties |
1 - - |
| 6 | Suzhou Fulfil Electronics Co., Ltd. | Syncmold Enterprise Corporation Syncmold Enterprise Corporation |
2 2 |
Sales Trade receivables from related parties |
1,089,901 222,567 |
No significant difference with non-related parties No significant difference with non-related parties |
11 2 |
| 7 | Gatetech (Suzhou) Technology Co., Ltd. | Gatetech Technology Inc. Gatetech Technology Inc. |
3 3 |
Sales Trade receivables from related parties |
94,598 45,634 |
No significant difference with non-related parties No significant difference with non-related parties |
1 - |
| (Continued) |
- 195 -
| No. (Note 1) |
Investee Company | Counterparty | Relationship (Note 2) |
Transaction Details | Payment Terms | % of Total Sales or Asset (Note 3) |
|
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Price | ||||||
| 8 | Kunshan Fulfil Tech Co., Ltd. | Suzhou Fulfil Electronics Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
3 3 |
Sales Trade receivables from related parties |
$ 383,868 55,399 |
No significant difference with non-related parties No significant difference with non-related parties |
4 - |
| 9 | Chongqing Fulfil Tech Co., Ltd. | Syncmold Enterprise Corporation Syncmold Enterprise Corporation |
2 2 |
Sales Trade receivables from related parties |
142,413 51,715 |
No significant difference with non-related parties No significant difference with non-related parties |
1 - |
| 10 | Syncmold Enterprise (Samoa) Corp. | Syncmold Enterprise Corporation Fujian Khuan Hua Precise Mold Co., Ltd. Fullking Development Limited Chongqing Fulfil Tech Co., Ltd |
2 3 3 3 |
Other receivables from related parties - financing Other receivables from related parties - dividends Other receivables from related parties - financing Other receivables from related parties - financing |
227,254 44,299 24,568 46,065 |
Based on the contract between both parties Based on the contract between both parties Based on the contract between both parties Based on the contract between both parties |
2 - - - |
| 11 | Fujian Khuan Hua Precise Mold Co., Ltd. | Fuzhou Fulfil Tech Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. |
3 3 |
Sales Sales |
41,428 46,322 |
No significant difference with non-related parties No significant difference with non-related parties |
- - |
| 12 | Suzhou Leoho Electronics Co., Ltd. | Leohab Enterprise Co., Ltd. | 3 | Trade receivables from related parties | 71,848 | No significant difference with non-related parties | 1 |
| 13 | Syncmold Enterprise Vietnam Co., LTD | Syncmold Enterprise Corporation | 2 | Sales | 22,838 | No significant difference with non-related parties | 0 |
Note 1: 0 represents the parent company and the subsidiaries are numbered from 1.
Note 2: 1 represents transactions from the parent company to the subsidiaries, 2 represents transactions from the subsidiaries to the parent company, and 3 represents transactions between the subsidiaries.
- Note 3: The monetary amount of the transaction is calculated based on percentage of total sales or assets. If the account is an asset, the ratio is calculated using the ending balance. If the account is in the income statement, the ratio is calculated using cumulative amount during that period.
Note 4: The disclosure standard of the table above was 10% of the specified account and reached to $10,000 thousand.
Note 5: All the transactions in the table above have been eliminated during the preparation of the consolidated financial statements.
(Concluded)
- 196 -
TABLE 9
SYNCMOLD ENTERPRISE CORPORATION AND SUBSIDIARIES
INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2022
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Chen Chiu-Lang | 8,708,211 | 7.03 |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Corporation as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
-
197 -
Syncmold Enterprise Corporation
Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report
198
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Syncmold Enterprise Corporation
Opinion
We have audited the accompanying financial statements of Syncmold Enterprise Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).
In our opinion, based on our audits and the report of other auditors (refer to the other matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 199 -
The key audit matter of the Corporation’s financial statements for the year ended December 31, 2022 is described as follows:
Occurrence of Sales Revenue
The sales revenue of the Corporation is mainly generated from the sales of monitor hinge products. Most of the sales were highly concentrated on major customers, which revenue accounted for 57.62% of total sales revenue in 2022. Due to the high frequency and significant amounts of transactions with major customers, the occurrence of sales revenue was deemed as a key audit matter for the year ended December 31, 2022. Refer to Note 4 to the financial statements for the related revenue recognition policies.
In response to this key audit matter, our main audit procedures performed in the assessment of the recognition of sales revenue of the Corporation were as follows:
-
We understood the design and implementation of internal controls and assessed the operating effectiveness of relevant controls.
-
We performed detailed verification tests on the selected samples of sales revenue, and checked transaction vouchers and amount received or reconciliation with customers to confirm the occurrence of sales revenue.
Other Matter
We did not audit the financial statements of associates accounted for using the equity method, these were instead audited by other auditors. Our opinion, insofar as it relates to the amounts included for associates accounted for using the equity method, is based solely on the report of other auditors. As of December 31, 2022 and 2021, the amounts of investments accounted for using the equity method were NT$168,088 thousand and NT$172,058 thousand, respectively, which accounted for 1.86% and 1.91% of the Corporation’s total assets, respectively. For the years ended December 31, 2022 and 2021, share of profit of associates accounted for using the equity method amounted to NT$28,160 thousand and NT$16,496 thousand, respectively, which accounted for 5.17% and 8.12% of the Corporation’s total comprehensive income, respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including supervisors, are responsible for overseeing the Corporation’s financial reporting process.
- 200 -
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 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 Corporation’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
- 201 -
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chih-Yuan Chen and Yao-Lin Huang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 15, 2023
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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SYNCMOLD ENTERPRISE CORPORATION
BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Notes receivable (Note 4) Trade receivables, net (Notes 4 and 8) Trade receivables from related parties (Notes 4 and 25) Other receivables from related parties (Notes 4 and 25) Inventories (Notes 4 and 9) Other current assets (Note 4) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 16) Investments accounted for using the equity method (Notes 4 and 10) Property, plant and equipment (Notes 4, 11, 25 and 26) Right-of-use assets (Notes 4, 12 and 25) Intangible assets (Notes 4 and 13) Goodwill (Notes 4 and 14) Deferred tax assets (Notes 4 and 21) Prepayments for equipment Refundable deposits Net defined benefit assets (Notes 4 and 18) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4 and 15) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Trade payables Trade payables from related parties (Note 25) Other payables (Note 17) Other payables from related parties (Note 25) Current tax liabilities (Notes 4 and 21) Lease liabilities - current (Notes 4, 12 and 25) Current portion of long-term borrowing (Notes 4, 15 and 26) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 16) Long-term borrowing (Notes 4, 15 and 26) Deferred tax liabilities (Notes 4 and 21) Lease liabilities - non-current (Notes 4, 12 and 25) Guarantee deposits received Other non-current liabilities (Notes 4 and 10) Total non-current liabilities Total liabilities EQUITY Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized (loss) gain of financial assets at fair value through other comprehensive income Total other equity Total equity TOTAL |
2022 Amount % $ 1,227,685 14 86,154 1 - - 207,331 2 188,259 2 8,936 - 25,953 - 11,503 - 1,755,821 19 63,490 1 6,624,643 74 216,650 2 3,564 - 13,611 - 324,597 4 2,955 - 6,589 - 1,983 - 6,416 - 7,264,498 81 $ 9,020,319 100 $ 755,000 8 - - 12,175 - 770,644 9 138,912 2 397,602 4 52,611 1 2,996 - 4,476 - 14,472 - 2,148,888 24 1,178,724 13 43,771 1 98,603 1 681 - 136 - 3,319 - 1,325,234 15 3,474,122 39 1,237,242 14 2,361,070 26 1,026,386 11 687,191 8 753,104 8 2,466,681 27 (514,593) (6) (4,203) - (518,796) (6) 5,546,197 61 $ 9,020,319 100 |
2021 | ||
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| Amount % $ 516,182 6 81,383 1 268 - 1,072,488 12 230,090 3 24,503 - 17,494 - 8,921 - 1,951,329 22 65,430 1 6,425,412 71 231,944 2 10,204 - 13,788 - 324,597 4 58 - 1,250 - 2,008 - 2,898 - 7,077,589 78 $ 9,028,918 100 $ 200,000 2 41 - 18,739 - 1,299,360 15 113,635 1 264,804 3 133,333 2 9,957 - 4,545 - 4,163 - 2,048,577 23 1,166,288 13 48,185 - 105,574 1 287 - 136 - 2,787 - 1,323,257 14 3,371,834 37 1,237,242 14 2,769,331 31 1,001,175 11 635,615 7 700,911 8 2,337,701 26 (698,561) (8) 11,371 - (687,190) (8) 5,657,084 63 $ 9,028,918 100 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
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SYNCMOLD ENTERPRISE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4 and 25) Sales revenue Other operating revenue Total operating revenue OPERATING COSTS (Notes 4, 9, 20 and 25) GROSS PROFIT OPERATING EXPENSES (Notes 20 and 25) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain (Notes 4 and 8) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 20 and 25) Other gains and losses Interest income (Note 25) Net foreign exchange gain (Notes 4 and 28) Net (loss) gain on financial assets at fair value through profit (Notes 4 and 7) Share of profit (loss) of subsidiaries and associates (Notes 4 and 10) Interest expenses (Note 25) Impairment loss on investments accounted for using the equity method (Notes 4 and 10) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 21) NET PROFIT FOR THE YEAR |
2022 Amount % $ 3,860,081 94 254,777 6 4,114,858 100 3,524,611 86 590,247 14 75,902 2 198,096 5 146,338 3 (87) - 420,249 10 169,998 4 32,001 1 8 - 13,321 - 53,957 1 (7,381) - 215,258 5 (18,124) - (19,835) - 269,205 7 439,203 11 67,926 2 371,277 9 |
2021 | ||
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| Amount % $ 3,689,164 92 330,543 8 4,019,707 100 3,342,422 83 677,285 17 62,783 2 204,838 5 157,429 4 (617) - 424,433 11 252,852 6 49,968 1 759 - 384 - 9,069 - 38,362 1 (16,247) - (10,903) - (10,633) - 60,759 2 313,611 8 61,856 2 251,755 6 (Continued) |
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SYNCMOLD ENTERPRISE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of other comprehensive (loss) income of subsidiaries accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 22) Basic Diluted |
2022 Amount % $ 3,503 - (13,200) - (700) - 183,942 4 173,545 4 $ 544,822 13 $ 3.00 $ 2.67 |
2021 | ||
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| Amount % $ 322 - 10,589 - (64) - (59,427) (1) (48,580) (1) $ 203,175 5 $ 2.03 $ 2.02 |
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The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
(Concluded)
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SYNCMOLD ENTERPRISE CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Ordinary Shares (Note 19) Capital Surplus (Notes 4 and 19) BALANCE AT JANUARY 1, 2021 $ 1,237,242 $ 2,592,857 Appropriation of 2020 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Corporation - - - - Equity component of convertible bonds issued by the Corporation - 175,396 Change in percentage of ownership interests in associates accounted for using the equity method - - Unclaimed dividends - 22 Net profit for the year ended December 31, 2021 - - Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2021 - - Actual acquisition of interests in subsidiaries - 1,056 Disposal of investment in equity instrument designed as at fair value through other comprehensive income by associates - - BALANCE AT DECEMBER 31, 2021 1,237,242 2,769,331 Appropriation of 2021 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Corporation - - - - Cash dividends distributed by capital surplus - (408,290) Unclaimed dividends - 29 Net profit for the year ended December 31, 2022 - - Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2022 - - Disposal of investment in equity instrument designed as at fair value through other comprehensive income by associates - - BALANCE AT DECEMBER 31, 2022 $ 1,237,242 $ 2,361,070 |
Retained Earnings (Note 19) | Total $ 2,704,213 - - (618,621) (618,621) - (2,641) - 251,755 1,871 253,626 - 1,124 2,337,701 - - (247,448) (247,448) - - 371,277 4,739 376,016 412 $ 2,466,681 |
Other Equity | Total $ (635,615) - - - - - - - - (50,451) (50,451) - (1,124) (687,190) - - - - - - - 168,806 168,806 (412) $ (518,796) |
Total Equity $ 5,898,697 - - (618,621) (618,621) 175,396 (2,641) 22 251,755 (48,580) 203,175 1,056 - 5,657,084 - - (247,448) (247,448) (408,290) 29 371,277 173,545 544,822 - $ 5,546,197 |
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| Exchange Differences on Translating of the Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Financial Statements of Foreign Operations Comprehensive Income $ (639,134) $ 3,519 - - - - - - - - - - - - - - - - (59,427) 8,976 (59,427) 8,976 - - - (1,124) (698,561) 11,371 - - - - - - - - - - - - - - 183,968 (15,162) 183,968 (15,162) - (412) $ (514,593) $ (4,203) |
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| Legal Reserve Special Reserve Unappropriated Earnings $ 904,665 $ 634,020 $ 1,165,528 96,510 - (96,510 ) - 1,595 (1,595 ) - - (618,621) 96,510 1,595 (716,726) - - - - - (2,641) - - - - - 251,755 - - 1,871 - - 253,626 - - - - - 1,124 1,001,175 635,615 700,911 25,211 - (25,211 ) - 51,576 (51,576 ) - - (247,448) 25,211 51,576 (324,235) - - - - - - - - 371,277 - - 4,739 - - 376,016 - - 412 $ 1,026,386 $ 687,191 $ 753,104 |
The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
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SYNCMOLD ENTERPRISE CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit gain Net loss (gain) on financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Share of profit or loss of subsidiaries and associates Gain on disposal of property, plant and equipment Impairment loss on investments accounted for using the equity method (Reversal) write-downs of inventories Net loss on unrealized foreign currency exchange Gain on lease modification Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables from related parties Inventories Other current assets Net defined benefit assets Notes payable and trade payables Trade payables from related parties Other payables Other current liabilities Cash generated from operations Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of associates Net cash outflow on acquisition of subsidiaries Payment for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Purchase of intangible assets |
2022 $ 439,203 35,572 13,329 (87) 7,381 18,124 (13,321) (11,703) (215,258) (8) 19,835 (2,305) 13,034 - 268 868,239 41,831 7,033 (6,155) 1,449 (15) (6,390) (528,716) 27,973 10,310 719,623 (5,237) (159,215) 555,171 (157,149) 146,896 - - (7,144) 130 26 (13,152) |
2021 $ 313,611 32,632 10,735 (617) (38,362) 10,903 (384) (23,299) 16,247 (759) 10,633 5,881 23,452 (3) (268) (305,240) 17,124 (1,938) (7,537) 1,433 (9) 16,229 57,322 (52,897) 1,229 86,118 (11,582) (166,277) (91,741) (87,839) 270,647 (15,680) (297,019) (86,064) 4,513 153 (8,930) (Continued) |
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SYNCMOLD ENTERPRISE CORPORATION
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Increase in prepayments for equipment Interest received Dividends received Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in financing payables to related parties Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid Net cash generated from (used in) financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2022 $ (6,589) 9,425 179,169 151,612 555,000 - - - (4,483) 121,875 - (11,934) (655,738) 4,720 711,503 516,182 $ 1,227,685 |
2021 $ (1,250) 384 718,900 497,815 - (1,016,600) 1,337,453 56,000 (3,270) (70,491) 136 (12,946) (618,621) (328,339) 77,735 438,447 $ 516,182 |
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The accompanying notes are an integral part of the financial statements.
(With Deloitte & Touche auditors’ report dated March 15, 2023)
(Concluded)
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NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
SYNCMOLD ENTERPRISE CORPORATION
1. GENERAL INFORMATION
Syncmold Enterprise Corporation (the “Corporation”) was incorporated in the Republic of China (ROC) in July 1979 and is mainly engaged in the processing, manufacturing, trading, technology licensing and related import and export business of various metal molds, plastic molds and electronic parts.
The Corporation’s shares were approved for listing on the emerging stock board of the Taipei Exchange (TPEx) in December 2005, and after obtaining approval from the Financial Supervisory Commission, Executive Yuan in November 2006, the Corporation’s shares were listed on the over-the-counter (OTC) market on January 11, 2007. In November 2009, the Corporation obtained approval to transfer listing of its shares to the Taiwan Stock Exchange (TWSE) and were officially listed and started trading its shares on December 17, 2009.
The financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the Corporation’s board of directors on March 15, 2023.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC) and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.
- b. The IFRSs endorsed by the FSC for application starting from 2023
| New IFRSs Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Effective Date Announced by IASB |
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| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
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Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 2: The amendments will be applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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Note 3: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occur on or after January 1, 2022.
As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impacts that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
Effective Date New IFRSs Announced by IASB (Note 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture’’ Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” January 1, 2024 (Note 2) IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - January 1, 2023 Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” January 1, 2024
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”).
- b. Basis of preparation
The parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit assets which are measured at the present value of defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing these parent company only financial statements, the Corporation used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same as the amounts attributable to the owners of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries and associates and the share of other comprehensive income of subsidiaries and associates.
- c. Classification of current and non-current assets and liabilities
Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period; and
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3) Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held interests in the acquiree, the excess is recognized immediately in profit or loss as a bargain purchase gain.
- e. Foreign currencies
In preparing the Corporation’s financial statements, transactions in currencies other than the Corporation’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
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At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
For the purpose of presenting the financial statements, the functional currencies of the Corporation (including subsidiaries in other countries that use currencies which are different from the currency of the Corporation) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.
f. Inventories
Inventories consist of raw materials, supplies, finished goods and products and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
g. Investments in subsidiaries
The Corporation uses the equity method to account for its investments in subsidiaries.
A subsidiary is an entity that is controlled by the Corporation.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries.
Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are accounted for as equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
When the Corporation’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the subsidiary), the Corporation continues recognizing its share of further losses.
Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Corporation’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business over the cost of acquisition is recognized immediately in profit or loss.
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The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
Profits or losses resulting from downstream transactions are eliminated in full only in the parent company only financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company only financial statements only to the extent of interests in the subsidiaries that are not related to the Corporation.
h. Investments in associates
An associate is an entity over which the Corporation has significant influence and that is not a subsidiary.
The Corporation uses the equity method to account for its investments in associates.
Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the associates. The Corporation also recognizes the changes in the Corporation’s share of the equity of associates.
When the Corporation subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Corporation’s proportionate interest in the associate. The Corporation records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. If the Corporation’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
Profits and losses resulting from upstream transactions and downstream transactions are recognized only in the parent company only financial statements only to the extent of interests in the associates that are not related to the Corporation.
i. Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
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j. Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Corporation’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation which is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
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k. Intangible assets
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1) Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
- 2) Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- l. Impairment of property, plant and equipment, right-of-use assets and intangible assets other than goodwill.
At the end of each reporting period, the Corporation reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
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The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
- m. Financial instruments
Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL and financial assets at amortized cost.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 24.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) 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.
-
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Financial assets at amortized cost (including cash and cash equivalents, notes receivable, trade receivables, other receivables, other receivables from related parties and refundable deposits) are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
A financial asset is credit impaired when one or more of the following events have occurred:
-
i) Significant financial difficulty of the issuer or the borrower;
-
ii) Breach of contract, such as a default;
-
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
-
iv) The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- b) Impairment of financial assets
The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Corporation always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Corporation recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Corporation measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
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The Corporation recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
- c) Derecognition of financial assets
The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received is recognized in profit or loss.
- 2) Equity instruments
Equity instruments issued by the Corporation are classified as equity in accordance with the substance of the contractual arrangements and the definitions of an equity instrument.
Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Corporation’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Corporation’s own equity instruments.
-
3) Financial liabilities
-
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
- b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e., convertible bonds) issued by the Corporation are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
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Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.
- n. Revenue recognition
The Corporation identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
- 1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of electronic components and molding products. Sales of electronic components and molding products are recognized as revenue when the goods are delivered via the modes of transportation as stated in the agreements with customers, e.g. FOB shipping or FOB destination modes because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently. Goods are sold at fixed prices as stated in the agreements with customers.
The Corporation does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
- 2) Revenue from the rendering of services
Service income is recognized when services are provided.
- 3) Licensing revenue
Royalty revenue is recognized when the technique remains functional without updates and technical supports. When the customer uses the intellectual property for mass production, the price is decided based on production, sales or other methods, and revenue is recognized according to royalty arrangements.
- o. Leasing
At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.
1) The Corporation as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.
- 2) The Corporation as lessee
The Corporation recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
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Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments that depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Corporation uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Corporation remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Corporation accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease. Lease liabilities are presented on a separate line in the balance sheets.
p. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
-
q. Employee benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
- 2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
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Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Corporation’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- r. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary difference to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Corporation is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
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Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Corporation expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Corporation’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Corporation considers the possible impact of the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates on cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period year in which the estimates are revised if the revisions affect only that period year or in the period year of the revisions and future periods if the revisions affect both current year and future periods.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalents (with original maturities within 3 months) Time deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 924 459,011 767,750 $ 1,227,685 |
2021 $ 1,029 515,153 - $ 516,182 |
The market rate intervals of cash in the bank at the end of the reporting period were as follows:
| Bank deposits |
December 31 |
|---|---|
| 2022 2021 0.000%-5.28% 0.001%-0.2% |
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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets at fair value through profit or loss (FVTPL)-current Financial assets mandatorily classified as at FVTPL Derivative financial assets (not under hedge accounting) Foreign exchange forward contracts Non-derivative financial assets Domestic listed shares Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Derivative financial assets (not under hedge accounting) Domestic third convertible bonds (Note 16) Non-derivative financial assets Domestic emerging market shares Overseas unlisted shares Private funds Financial Liabilities at FVTPL-current Derivative financial assets (not under hedge accounting) Foreign exchange forward contracts |
December | 31 | |
|---|---|---|---|
| 2022 $ - 86,154 $ 86,154 $ - 20,482 28,725 14,283 $ 63,490 $ - |
2021 $ 4 81,379 $ 81,383 $ 360 17,528 38,508 9,034 $ 65,430 $ 41 |
At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting were as follows:
December 31, 2021
| Notional Amount | |||
|---|---|---|---|
| Currency | Maturity Date | (In Thousands) | |
| Sell | US$/RMB |
2022.07 | US$1,000/RMB6,460 |
| Sell | US$/RMB | 2022.07 | US$1,000/RMB6,470 |
The Corporation entered into foreign exchange forward contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.
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8. TRADE RECEIVABLES, NET
| At amortized cost Gross carrying amount Less: Allowance for impairment loss |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 207,337 (6) $ 207,331 |
2021 $ 1,072,581 (93) $ 1,072,488 |
The average credit period of sales of goods was 90-120 days. No interest was charged on trade receivables. Credit rating information is obtained from independent rating agencies where available or, if not available, the Corporation uses other publicly available financial information or its own trading records to rate its major customers. The Corporation’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the management annually.
The Corporation measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Corporation’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Corporation’s different customer base.
The Corporation writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Corporation’s provision matrix.
December 31, 2022
| Not Past Due Less than 30 Days 31 to 90 Days Expected credit loss rate - 0.02% 0.1% Gross carrying amount $ 199,672 $ 3,692 $ 3,881 Loss allowance (Lifetime ECLs) - (1) (4) Amortized cost $ 199,672 $ 3,691 $ 3,877 |
91 to 180 Days 1.84% $ 92 (1) $ 91 |
Over 180 Days - $ - - $ - |
Total $ 207,337 (6) $ 207,331 |
|---|---|---|---|
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December 31, 2021
| Not Past Due Expected credit loss rate - Gross carrying amount $ 1,066,446 Loss allowance (Lifetime ECLs) - Amortized cost $ 1,066,446 |
Less than 30 Days 31 to 90 Days 5.07% 0.07% $ 1,757 $ 4,371 (89) (3) $ 1,668 $ 4,368 |
91 to 180 Days 2.43% $ 7 (1) $ 6 |
Over 180 Days - $ - - $ - |
Total $ 1,072,581 (93) $ 1,072,488 |
|---|---|---|---|---|
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1 Less: Reversal of loss allowance Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 93 (87) $ 6 |
2021 $ 710 (617) $ 93 |
9. INVENTORIES
| Products Raw materials Work in process Finished goods |
December | 31 | |
|---|---|---|---|
| 2022 $ 20,017 2,999 455 2,482 $ 25,953 |
2021 $ 9,997 6,806 626 65 $ 17,494 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2022 and 2021 was $3,524,376 thousand and $3,342,000 thousand, respectively. The cost of goods sold included reversals of inventory of $2,305 thousand and inventory write-downs of $5,881 thousand for the years ended December 31, 2022 and 2021, respectively. The reversals of inventory write-downs resulted from selling of slow-moving inventories.
10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Investments in subsidiaries Investments in associates |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 6,456,555 168,088 $ 6,624,643 |
2021 $ 6,253,354 172,058 $ 6,425,412 |
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a. Investments in subsidiaries
| Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Syncmold Enterprise (USA) Corp. Leohab Enterprise Co., Ltd. Gatetech Technology Inc. Syncmold Enterprise Vietnam Co., Ltd. Syncmold Enterprise (Malaysia) Sdn., Bhd Syncmold Enterprise (Singapore) Pte., Ltd. Syncmold Enterprise (Thailand) Co., Ltd. Add: Credit balance of investments reclassified to non-current liabilities Name of Subsidiaries Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Syncmold Enterprise (USA) Corp. Leohab Enterprise Co., Ltd. Gatetech Technology Inc. Syncmold Enterprise Vietnam Co., Ltd. Syncmold Enterprise (Malaysia) Sdn., Bhd Syncmold Enterprise (Singapore) Pte., Ltd. Syncmold Enterprise (Thailand) Co., Ltd. |
December 31 | |
|---|---|---|
| 2022 2021 $ 2,875,187 $ 2,741,122 2,172,304 2,139,272 (3,319) (2,787) 217,034 228,941 682,832 626,258 488,823 500,521 2,167 2,154 5,581 3,219 12,627 11,867 6,453,236 6,250,567 3,319 2,787 $ 6,456,555 $ 6,253,354 Proportion of Ownership and Voting Rights |
||
| **December 31 ** | ||
| 2022 2021 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 70.00% 70.00% 73.82% 73.82% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
The Corporation continued to support Syncmold Enterprise (USA) Corp. and recognized investment loss based on the proportion of the Corporation’s ownership. The credit balances of long-term equity investment transferred to other liabilities were $3,319 thousand and $2,787 thousand on December 31, 2022 and 2021, respectively.
On December 15, 2021, the Corporation acquired additional 0.39% ownerships in Gatetech Technology Inc. for a cash consideration of $2,248 thousand, which increased the Corporation’s percentage of ownership to 73.82%. Refer to Note 25 for detailed information on the acquisition of non-controlling interests.
For details of the investments in subsidiaries indirectly held by the Corporation, refer to Note 29.
The share of profit or loss of subsidiaries accounted for using the equity method in 2022 and 2021 was calculated based on the subsidiaries’ financial statements which have been audited for the same periods.
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b. Investments in associates
| Associates that are not individually material Unlisted companies High Grade Tech Co., Ltd. (Note 1) Corebio Technologies Co., Ltd. (Note 2) Smart Automation Technology Inc. |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 153,143 - 14,945 $ 168,088 |
2021 $ 136,170 20,730 15,158 $ 172,058 |
Aggregate information of associates that are not individually material:
The Corporation’s share of: Net profit of the year Other comprehensive (loss) income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 42,401 $ (15,136) |
2021 $ 7,520 $ 8,976 |
-
Note 1: The Corporation’s percentage of ownership in High Grade Tech Co., Ltd. was 38% originally. After High Grade Tech Co., Ltd. handled employee stock option for new shares in September 2021, the Corporation’s percentage of ownership in High Grade Tech Co., Ltd. decrease to 35.63%. The effect of the change in ownership of investment accounted for using the equity method of $2,641 thousand was recognized in retained earnings.
-
Note 2: Considering that the Corporation’s interest in Corebio Technologies Co., Ltd. on December 31, 2022 and 2021 was lower than the market value, the management conducted an impairment test on the investment, and evaluated whether the carrying amount is less than the recoverable amount. After evaluation, the book value of the investment in Corebio Technologies Co., Ltd. was higher than the recoverable amount, and an impairment loss of $19,835 thousand and $10,633 thousand was recognized in 2022 and 2021.
Except for Corebio Technologies Co., Ltd., other investments of associates that are not individually material and accounted for using the equity method and the Corporation’s share of profit or loss and other comprehensive income of those investments were calculated based on audited financial statements. After conducting an impairment test, considering that the Corporation's interest in Corebio Technologies Co., Ltd. was lower than the market value, the carrying amount of the investment in Corebio Technologies Co., Ltd. was evaluated as higher than the recoverable amount, with impairment loss recognized for the years ended December 31, 2022 and 2021. However, the carrying amount of this investment was written down to zero as of December 31 2022. Consequently, the Corporation’s management believes there will be no material impact on the equity method of accounting or the calculation of the share of profit or loss and other comprehensive income from the unaudited financial statements of this investment.
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11. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2022 Additions Transferred from prepayments for equipment Disposals Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Depreciation expenses Disposals Balance at December 31, 2022 Carrying amounts at December 31, 2022 Cost Balance at January 1, 2021 Additions Transferred from prepayments for land, buildings and equipment Disposals Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation expenses Disposals Balance at December 31, 2021 Carrying amounts at December 31, 2021 |
Freehold Land $ 122,032 - - - $ 122,032 $ - - - $ - $ 122,032 $ 65,187 46,172 10,673 - $ 122,032 $ - - - $ - $ 122,032 |
Buildings $ 95,300 2,327 - (809) $ 96,818 $ 27,421 10,356 (809) $ 36,968 $ 59,850 $ 66,385 25,119 3,927 (131) $ 95,300 $ 18,863 8,689 (131) $ 27,421 $ 67,879 |
Equipment $ 46,271 3,092 1,250 (2,492) $ 48,121 $ 13,832 10,030 (2,370) $ 21,492 $ 26,629 $ 40,111 11,097 - (4,937) $ 46,271 $ 6,790 8,225 (1,183) $ 13,832 $ 32,439 |
Transpor- tation Equipment $ 1,425 - - (875) $ 550 $ 1,013 92 (875) $ 230 $ 320 $ 1,425 - - - $ 1,425 $ 812 201 - $ 1,013 $ 412 |
Office Equipment $ 13,178 1,725 - (522) $ 14,381 $ 3,996 3,088 (522) $ 6,562 $ 7,819 $ 7,980 3,676 2,560 (1,038) $ 13,178 $ 2,525 2,509 (1,038) $ 3,996 $ 9,182 |
Total $ 278,206 7,144 1,250 (4,698) $ 281,902 $ 46,262 23,566 (4,576) $ 65,252 $ 216,650 $ 181,088 86,064 17,160 (6,106) $ 278,206 $ 28,990 19,624 (2,352) $ 46,262 $ 231,944 |
|---|---|---|---|---|---|---|
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Buildings Main buildings 20-50 years Electromechanical power devices 4-5 years Equipment 3-10 years Transportation equipment 5-10 years Office equipment 3-8 years
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See Note 26 for detailed information on property, plant and equipment pledged as collateral.
12. LEASE ARRANGEMENTS
a. Right-of-use assets
| b. c. |
December 31 2022 2021 Carrying amounts Buildings $ 2,892 $ 9,420 Transportation equipment 672 784 $ 3,564 $ 10,204 For the Year Ended December 31 2022 2021 Additions to right-of-use assets $ 5,371 $ - Depreciation charge for right-of-use assets Buildings $ 11,488 $ 12,508 Transportation equipment 518 500 $ 12,006 $ 13,008 Except for the additions, recognized depreciation and subleasing, the Group did not have any significant impairment of right-of-use assets for the years ended December 31, 2022 and 2021. Lease liabilities December 31 2022 2021 Carrying amounts Current $ 2,996 $ 9,957 Non-current $ 681 $ 287 Range of discount rate for lease liabilities was as follows: December 31 2022 2021 Buildings 0.94% 0.94% Transportation equipment 0.94% 0.94% Other lease information For the Year Ended December 31 2022 2021 Expenses relating to short-term leases $ 663 $ 213 Total cash outflow for leases $ (12,676) $ (13,323) |
December | 31 | |
|---|---|---|---|---|
| 2022 2021 $ 2,892 $ 9,420 672 784 $ 3,564 $ 10,204 For the Year Ended December 31 |
||||
| 2022 $ 2,996 $ 681 December |
2021 $ 9,957 $ 287 31 |
|||
| 2022 2021 0.94% 0.94% 0.94% 0.94% For the Year Ended December 31 |
||||
| 2022 $ 663 $ (12,676) |
2021 $ 213 $ (13,323) |
Except for the additions, recognized depreciation and subleasing, the Group did not have any significant impairment of right-of-use assets for the years ended December 31, 2022 and 2021.
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The Corporation leases certain buildings which qualify as short-term leases. The Corporation has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
13. INTANGIBLE ASSETS
| Computer | |
|---|---|
| Software Cost | |
| Cost | |
| Balance at January 1, 2022 | $ 27,752 |
| Additions | 13,152 |
| Written off | (10,679) |
| Balance at December 31, 2022 | $ 30,225 |
| Accumulated amortization and impairment | |
| Balance at January 1, 2022 | $ 13,964 |
| Amortization expenses | 13,329 |
| Written off | (10,679) |
| Balance at December 31, 2022 | $ 16,614 |
| Carrying amount at December 31, 2022 | $ 13,611 |
| Cost | |
| Balance at January 1, 2021 | $ 32,891 |
| Additions | 8,930 |
| Written off | (14,069) |
| Balance at December 31, 2021 | $ 27,752 |
| Accumulated amortization and impairment | |
| Balance at January 1, 2021 | $ 17,298 |
| Amortization expenses | 10,735 |
| Written off | (14,069) |
| Balance at December 31, 2021 | $ 13,964 |
| Carrying amount at December 31, 2021 | $ 13,788 |
Computer software costs are amortized on a straight-line basis over one to five years.
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14. GOODWILL
Cost Balance at January 1 Balance at December 31 Accumulated impairment losses Balance at January 1 Balance at December 31 Carrying amounts at December 31 |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 366,777 $ 366,777 $ 42,180 $ 42,180 $ 324,597 |
2021 $ 366,777 $ 366,777 $ 42,180 $ 42,180 $ 324,597 |
The Corporation acquired FulFil Tech Co., Ltd. on December 16, 2008 and recognized goodwill of $366,777 thousand relating to molding department and electronic components department. The goodwill is mainly arising from the expected benefit from sales growth of electronic components and molding products, and the potential of developing new electronic models
The recoverable amount of plastic molding department was determined based on a value in use calculation that used the cash flow projections in the financial budgets approved by management covering a 5-year period; the discount rate was 11.97% and 14.11% in 2022 and 2021, respectively. Other key assumptions included budgeted revenue and budgeted gross margin. Such assumptions were based on the past performance of the cash-generating unit and management’s expectations of future market development.
15. BORROWINGS
a. Short-term borrowings
| Unsecured borrowings - line of credit borrowings |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 755,000 |
2021 $ 200,000 |
The weighted average effective interest rates on bank loans were 1.49%-1.75% and 0.61% per annum as of December 31, 2022 and 2021, respectively.
- b. Long-term borrowings
| Secured borrowings (Note 26) Mortgage loans Less: Current portion |
December | 31 | |
|---|---|---|---|
| 2022 $ 48,247 (4,476) $ 43,771 |
2021 $ 52,730 (4,545) $ 48,185 |
The effective interest rate on long-term borrowings were 1.45% and 0.9% on December 31, 2022 and 2021, respectively.
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16. BONDS PAYABLE
| Domestic third unsecured convertible bonds |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 1,178,724 |
2021 $ 1,166,288 |
On September 9, 2021, the Corporation issued 12,000 units NTD denominated unsecured convertible corporate bonds with 0% coupon rate, 3 years issue period and total principal amount of NT$1,200,000 thousand.
The bonds are exchangeable into ordinary shares of the Corporation at any time on or after December 10, 2021 and prior to September 9, 2024 except during closed period or suspension period.
The conversion price of bonds is set based on the arithmetic mean of the business day’s closing share price multiplied by 102% premium rate before the effective date on August 20, 2021. In accordance with above method, the conversion price at the time of issuance of the convertible corporate bond is NT$61.6 per share on December 31, 2022.
If the bonds are not converted between December 10, 2021 and July 31, 2024, and the closing price of ordinary shares has exceeded 30% of the current conversion price for 30 consecutive business days, the Corporation may send a copy of “Bond Redemption Notice” with expiration of one month by registered mail, and the expiration date of the period is determined as the base date for recovery of bonds. The Corporation will redeem the bonds at their par value within 5 business days following the base date.
If the bonds are not converted between December 10, 2021 and July 31, 2024, and the closing price of ordinary shares is lower than 10% of original total issue amount, the Corporation will therefore be entitled to send out a 30-day-expiration “Bond Redemption Notice” based on names recorded on bondholder’s name list 5 business days prior to the mailing day. The Corporation will redeem the bonds at their par value within 5 business days following the base date.
The convertible bonds contain both liability and equity components: The equity component was presented in equity under the heading of capital surplus-options. The liability components are recognized as liabilities of embedded derivative financial instruments and non-derivative products. Such embedded derivative financial instrument have been assessed at fair value of NT$0 thousand and NT$360 thousand (included in financial assets - non-current which are measured at FVTPL); non-derivative product liabilities have been measured on December 31, 2022 and 2021 at NT$1,178,724 thousand and NT$1,166,288 thousand (included in bonds payable) respectively based on amortized cost and its effective interest rate originally recognized is 1.0663%.
| Proceeds from insurance (less transaction cost of NT$4,998 thousand) Equity component Liability component at the date of issue (including NT$1,162,417 thousand of bonds payable and NT$360 thousand of financial asset at fair value - non-current) Interest charged at an effective interest rate of 1.0663% Liability component on December 31, 2021 Interest charged at an effective interest rate of 1.0663% Loss on valuation of financial instrument Liability component on December 31, 2022 |
$ 1,337,453 (175,396) 1,162,057 3,871 1,165,928 12,436 360 $ 1,178,724 |
|---|---|
As of December 31, 2022, the third unsecured convertible bonds have no conversion.
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17. OTHER PAYABLES
| Payables for salaries or bonuses Others |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 93,870 45,042 $ 138,912 |
2021 $ 75,060 38,575 $ 113,635 |
18. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plans adopted by the Corporation in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Corporation contribute amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Corporation assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Corporation is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Corporation has no right to influence the investment policy and strategy.
The amounts included in the balance sheets in respect of the Corporation’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit assets |
December | 31 | |
|---|---|---|---|
| 2022 $ 20,905 (27,321) $ (6,416) |
2021 $ 23,633 (26,531) $ (2,898) |
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Movements in net defined benefit assets were as follows:
| Present Value | |||
|---|---|---|---|
| of the Defined | |||
| Benefit | Fair Value of | Net Defined | |
| Obligation | the Plan Assets | Benefit Assets |
|
| Balance at January 1, 2021 | $ 23,501 | $ (26,068) | $ (2,567) |
| Net interest expense (income) | 88 |
(97) |
(9) |
| Recognized in profit or loss | 88 |
(97) |
(9) |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (366) | (366) |
| Actuarial (gain) loss | |||
| Changes in demographic assumptions | 545 | - | 545 |
| Changes in financial assumptions | (238) | - | (238) |
| Experience adjustments | (263) |
- |
(263) |
| Recognized in other comprehensive income | 44 |
(366) |
(322) |
| Balance at December 31, 2021 | 23,633 |
(26,531) | (2,898) |
| Net interest expense (income) | 118 |
(133) |
(15) |
| Recognized in profit or loss | 118 |
(133) |
(15) |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (2,105) | (2,105) |
| Actuarial (gain) loss | |||
| Changes in financial assumptions | (1,238) | - | (1,238) |
| Experience adjustments | (160) |
- |
(160) |
| Recognized in other comprehensive income | (1,398) |
(2,105) |
(3,503) |
| Benefits paid | (1,448) |
1,448 |
- |
| Balance at December 31, 2022 | $ 20,905 | $ (27,321) | $ (6,416) |
Through the defined benefit plans under the Labor Standards Law, the Corporation is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
-
233 -
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate of salary increase Mortality rate Turnover rate |
**December 31 ** |
|---|---|
| 2022 2021 1.250% 0.500% 1.500% 1.500% According to the sixth experience life table of the insurance industry in Taiwan According to the sixth experience life table of the insurance industry in Taiwan 0%-7.5% 0%-7.5% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 25% increase 25% decrease Expected rate of salary increase 25% increase 25% decrease |
December | 31 | |
|---|---|---|---|
| 2022 $ (386) $ 399 $ 392 $ (381) |
2021 $ (473) $ 489 $ 477 $ (463) |
The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
December | 31 | |
|---|---|---|---|
| 2022 $ - 7.5 years |
2021 $ - 8.1 years |
19. EQUITY
- a. Share capital
Ordinary shares
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31 | December 31 | |
|---|---|---|---|
| 2022 200,000 $ 2,000,000 123,724 $ 1,237,242 |
2021 200,000 $ 2,000,000 123,724 $ 1,237,242 |
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Fully paid ordinary shares, which have a par value of NT$10, carry one vote per shares and right to dividends.
The authorized shares include 3,000 thousand shares allocated for the exercise of employee stock options.
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note 1) Issuance of ordinary shares The difference between the consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition Consolidation excess Unclaimed dividends May only be used to offset a deficit (Note 2) Changes in percentage of ownership interests in subsidiaries May not be used for any purpose Convertible bonds option |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 776,519 413,526 852,372 107 143,150 175,396 $ 2,361,070 |
2021 $ 1,184,809 413,526 852,372 78 143,150 175,396 $ 2,769,331 |
-
Note 1: Such capital surplus, which includes the amount in excess of par value of issued stocks (including the issuance of ordinary shares at the excess premium, the conversion premium of bonds, and the premium of stocks due to the consolidation excess, etc.), unclaimed dividends, and the difference between the consideration paid and the carrying amount of the subsidiaries’ net assets during actual acquisition, may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and to once a year).
-
Note 2: Such capital surplus which arises from the effects of changes in ownership interests in subsidiaries may only be used to offset a deficit.
-
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the amended Articles, where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of compensation of employees and remuneration of directors after the amendment, refer to compensation of employees and remuneration of directors in Note 20-c.
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As the Corporation is currently in the growth stage, the Corporation considers its industry development and long-term interests of shareholders as well as its programs to maintain operating efficiency and meet its financial goals when determining the distribution of bonuses in shares or cash. The board of directors shall propose allocation ratios every year and propose such allocation ratio at the shareholder’s meeting. For the distribution of bonuses to shareholders, cash dividends are preferred. Distribution of earnings may also be made in the form of stock dividends; provided that the ratio of cash dividends distributed is 5% to 100% of the total dividends distributed.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Corporation’s paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Corporation.
The appropriations of earnings for 2021 and 2020 which were approved in the shareholders’ meetings on June 10, 2022 and July 30, 2021, respectively, were as follows:
Legal reserve Special reserve Cash dividends Dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended | December 31 | ||
| 2021 $ 25,211 $ 51,576 $ 247,448 $ 2.00 |
2020 $ 96,510 $ 1,595 $ 618,621 $ 5.00 |
The shareholders’ meeting proposed to allocate capital surplus of $408,290 thousand through $3.30 per share in cash.
The appropriation of earnings for 2022, proposed by the Corporation’s board of directors on March 15, 2023, were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2022 | ||
| Legal reserve | $ | 37,643 |
| Special reserve | $ | (168,395) |
| Cash dividends | $ | 371,172 |
| Dividends per share (NT$) | $ | 3.00 |
The appropriation of earnings and capital surplus for 2022 is subject to the resolution of the shareholders in the shareholders’ meeting to be held on June 16, 2023.
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d. Special reserve
Balance at January 1 Appropriated special reserve Exchange differences on translating the financial statements of foreign operations Balance at December 31 |
For the Year Ended 2022 $ 635,615 51,576 $ 687,191 |
For the Year Ended 2022 $ 635,615 51,576 $ 687,191 |
December 31 |
|---|---|---|---|
| 2022 $ 635,615 51,576 $ 687,191 |
2021 $ 634,020 1,595 $ 635,615 |
On the initial application of the IFRSs, the net increase arising from the retained earnings was not enough for the special reserve appropriation; thus, the Corporation appropriated a special reserve at the amount of $230,916 thousand. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and is thereafter, distributed.
20. NET PROFIT
a. Other income
Consulting income (Note 25) Dividends Others (Note 25) |
For the Year Ended December 31 2022 2021 $ 19,051 $ 20,736 11,703 23,299 1,247 5,933 $ 32,001 $ 49,968 |
For the Year Ended December 31 2022 2021 $ 19,051 $ 20,736 11,703 23,299 1,247 5,933 $ 32,001 $ 49,968 |
For the Year Ended December 31 2022 2021 $ 19,051 $ 20,736 11,703 23,299 1,247 5,933 $ 32,001 $ 49,968 |
|---|---|---|---|
| 2022 $ 19,051 11,703 1,247 $ 32,001 |
2021 $ 20,736 23,299 5,933 $ 49,968 |
b. Depreciation, amortization and employee benefits expense
| Employee benefits expense Salaries expenses Labor insurance expenses Pension expenses Defined contribution plan Defined benefit plans Director’s remuneration Other employee benefits Depreciation Amortization |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** | ||||
|---|---|---|---|---|---|---|---|---|
| 2022 | Total $ 263,232 19,465 9,636 (15) 10,150 10,358 $ 312,826 $ 35,572 $ 13,329 |
2021 | ||||||
| Operating Costs $ 22,733 2,605 1,344 - - 1,363 $ 28,045 $ 18,105 $ 533 |
Operating Expenses $ 240,499 16,860 8,292 (15) 10,150 8,995 $ 284,781 $ 17,467 $ 12,796 |
Operating Costs $ 12,446 1,239 678 - - 655 $ 15,018 $ 11,131 $ 105 |
Operating Expenses $ 249,395 20,933 9,711 (9) 7,673 11,817 $ 299,520 $ 21,501 $ 10,630 |
Total $ 261,841 22,172 10,389 (9) 7,673 12,472 $ 314,538 $ 32,632 $ 10,735 |
- 237 -
As of December 31, 2022 and 2021, the Corporation had 251 and 264 employees, respectively, which included 6 directors and 6 directors not concurrently serving as employees, respectively. The average employee benefits expenses were $1,235 thousand and $1,189 thousand, respectively. The average employees’ salaries were $1,074 thousand and $1,015 thousand, respectively. The average adjustment of employee salary was 5.8% which the calculation standard was the same as employee benefits expense.
The remuneration of directors shall be allocated in accordance with the Articles of Incorporation and shall be paid by remuneration committee upon the resolution of the board of directors and reported in the shareholders' meeting. The remuneration is based on the content of work, education, expertise and other standards, and the Corporation's operating conditions. Employees’ performance and other factors such as salary increases or bonuses, and remuneration of managers are determined by compensation committee subject to the approval from the board of directors.
- c. Compensation of employees and remuneration of directors
According to the Articles of Incorporation of the Corporation, the Corporation accrued compensation of employees and remuneration of directors at rates of no less than 3% and no higher than 2%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and the remuneration of directors for the years ended December 31, 2022 and 2021, which were approved by the Corporation’s board of directors on March 15, 2023 and March 15, 2022, respectively, are as follows:
Accrual rate
Compensation of employees Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2022 2021 8.74% 8.82% 1.99% 1.99% |
Compensation of employees Remuneration of directors |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2022 Cash $ 43,000 9,800 |
2021 | |
| Cash $ 31,000 7,000 |
If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
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The Corporation held board of directors’ meetings on March 15, 2022 and March 16, 2021 and the meeting resulted in the actual amounts of the compensation of employees and remuneration of directors paid for 2021 and 2020 to differ from the amounts recognized in the financial statements. The differences were adjusted to profit and loss for the years ended December 31, 2021.
| Amounts approved in the board of directors’ meeting Amounts recognized in the annual financial statements |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2021 Compensation of Employees Remuneration of Directors $ 31,000 $ 7,000 $ 31,000 $ 7,000 |
2020 | |
| Compensation of Employees Remuneration of Directors $ 80,000 $ 18,000 $ 80,847 $ 17,747 |
Information on the compensation of employees and remuneration of directors resolved by the Corporation’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
21. INCOME TAXES
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Adjustments to deferred tax attributable to changes in tax rates and laws Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 75,472 - 3,022 78,494 (8,033) (2,535) (10,568) $ 67,926 |
2021 $ 203,486 9,230 (2,752) 209,964 (148,108) - (148,108) $ 61,856 |
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A reconciliation of accounting profit and income tax expense is as follows:
Profit before tax Income tax expense calculated at the statutory rate Tax-exempt income Unrecognized deductible temporary differences Income tax on unappropriated earnings Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the Year Ended 2022 $ 439,203 $ 87,841 (24,369) 3,967 - 487 $ 67,926 |
For the Year Ended 2022 $ 439,203 $ 87,841 (24,369) 3,967 - 487 $ 67,926 |
December 31 |
|---|---|---|---|
| 2022 $ 439,203 $ 87,841 (24,369) 3,967 - 487 $ 67,926 |
2021 $ 313,611 $ 62,722 (9,471) 2,127 9,230 (2,752) $ 61,856 |
- b. Current tax assets and liabilities
| Income tax payable |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 52,611 |
2021 $ 133,333 |
- c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities are as follows:
For the year ended December 31, 2022
| Deferred Tax Assets Temporary differences Allowance for exceeding limit Allowance for inventory valuation and obsolescence losses Financial assets at FVTPL |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws Closing Balance $ - $ 1,541 $ - $ 1 $ 1,542 58 (461) - 1,176 773 - 640 - - 640 $ 58 $ 1,720 $ - $ 1,177 $ 2,955 |
|---|---|
- 240 -
| Deferred Tax Liabilities Temporary differences Gain on investments accounted for using the equity method Defined benefit obligations Unrealized exchange gains Financial assets at FVTPL |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws Closing Balance $ 101,169 $ (13,008) $ - $ - $ 88,161 579 3 700 - 1,282 1,873 7,451 - (164) 9,160 1,953 (759) - (1,194) - $ 105,574 $ (6,313) $ 700 $ (1,358) $ 98,603 |
|---|---|
For the year ended December 31, 2021
| Deferred Tax Assets Temporary differences Allowance for exceeding limit Allowance for inventory valuation and obsolescence losses Deferred Tax Liabilities Temporary differences Gain on investments accounted for using the equity method Defined benefit obligations Unrealized exchange gains Financial assets at FVTPL |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws Closing Balance $ 447 $ (447) $ - $ - $ - 58 - - - 58 $ 505 $ (447) $ - $ - $ 58 Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income Adjustments to Deferred Tax Attributable to Changes in Tax Rates and Laws Closing Balance $ 240,321 $ (139,152) $ - $ - $ 101,169 514 1 64 - 579 6,133 (4,260) - - 1,873 7,097 (5,144) - - 1,953 $ 254,065 $ (148,555) $ 64 $ - $ 105,574 |
|---|---|
d. Deductible temporary differences for which no deferred tax assets have been recognized in the balance sheets
| Deductible temporary differences |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 129,916 |
2021 $ 134,532 |
- 241 -
The unrecognized deductible temporary differences are goodwill amortization and excess loss allowance.
e. Income tax assessments
The income tax returns of the Corporation through 2020 have been assessed by the tax authorities.
22. EARNINGS PER SHARE
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:
Net Profit for the Year
Earnings used in the computation of diluted earnings per share Effect of potentially dilutive ordinary shares Interest on convertible bonds |
**For the Year Ended ** | **For the Year Ended ** | December 31 |
|---|---|---|---|
| 2022 $ 371,277 12,796 $ 384,073 |
2021 $ 251,755 1,052 $ 252,807 |
Shares
The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:
Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Convertible bonds Compensation of employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 123,724 19,481 819 144,024 |
2021 123,724 1,083 629 125,436 |
If the Corporation offered to settle the compensation or bonuses paid to employees in cash or shares, the Corporation assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
23. CAPITAL MANAGEMENT
The Corporation manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stockholders through the optimization of the debt and equity balance.
- 242 -
The strategy for managing the capital structure of the Corporation is based on the scale of the business, the future growth of the industry and the blueprints of the products’ development. The Corporation calculates trading fund and cash based on its production capacity in order to have a long-term and completed plan. The Corporation takes into account product competition to estimate the products’ contribution, operating profit margin and cash flow. It also considers the business cycle and the product’s’ life cycle and risks when deciding the appropriate capital structure.
Key management personnel of the Corporation review the capital structure on a regular basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Generally, the Corporation uses a cautious risk management strategy.
24. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments not measured at fair value
| December 31, 2022 Financial liabilities Financial liabilities at amortized cost Convertible bonds December 31, 2021 Financial liabilities Financial liabilities at amortized cost Convertible bonds |
Carrying Amount $ 1,178,724 Carrying Amount $ 1,166,288 |
FairValue | FairValue | |||
|---|---|---|---|---|---|---|
| Level 1 $ 1,229,880 |
Level 2 Level 3 $ - $ - FairValue |
Total $ 1,229,880 |
||||
| Level 1 $ 1,390,200 |
Level 2 $ - |
Level 3 $ - |
Total $ 1,390,200 |
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
December 31, 2022
| Financial assets at FVTPL Listed shares Emerging market shares Overseas unlisted shares Private funds |
Level 1 $ 86,154 9,334 - - $ 95,488 |
Level 2 $ - - - - $ - |
Level 3 $ - 11,148 28,725 14,283 $ 54,156 |
Total $ 86,154 20,482 28,725 14,283 $ 149,644 |
|---|---|---|---|---|
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December 31, 2021
| Financial assets at FVTPL Foreign exchange forward contracts Listed shares Bonds payable Emerging market shares Overseas unlisted shares Private funds Financial liabilities at FVTPL Foreign exchange forward contracts |
Level 1 $ - 81,379 - 10,427 - - $ 91,806 $ - |
Level 2 $ 4 - 360 - - - $ 364 $ 41 |
Level 3 $ - - - 7,101 38,508 9,034 $ 54,643 $ - |
Total $ 4 81,379 360 17,528 38,508 9,034 $ 146,813 $ 41 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 in the current and prior years.
- 2) Reconciliation of Level 3 fair value measurements of financial instruments
Balance at January 1 Recognized in profit or loss (included in net loss on fair value changes of financial instruments at FVTPL) Purchases Refund of capital reduction Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 54,643 (3,689) 7,238 (4,036) $ 54,156 |
2021 $ 63,578 (17,040) 8,105 - $ 54,643 |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instrument Foreign exchange forward contracts Domestic third unsecured convertible bonds |
Valuation Technique and Inputs |
|---|---|
| Discounted cash flows Future cash flows are estimated based on observable forward exchange rates at the end of the year and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. Under the assumption that bonds will be redeemed on September 9, 2024, discount rate adopted is calculated via interpolation method using government bond yield rates from public offer 2-year and 5- year period. |
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
Fair values of emerging market shares are measured using the market approach, while the fair values of overseas unlisted shares are measured using the asset approach.
- 244 -
c. Categories of financial instruments
| Financial assets Mandatorily classified as at FVTPL Financial assets at amortized cost (Note 1) Financial liabilities Mandatorily classified as at FVTPL Financial liabilities at amortized cost (Note 2) |
December 31 |
|---|---|
| 2022 2021 $ 149,644 $ 146,813 1,638,346 1,845,539 - 41 3,207,570 3,040,496 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, financial assets at amortized cost, notes receivable, trade receivables, other receivables and refundable deposits.
-
2) The balances include financial liabilities at amortized cost, which comprise notes payable and trade payables, other payables, short-term borrowings, long-term borrowings, current portion of long-term borrowing and bonds payable, bonds payable, and guarantee deposits received.
-
d. Financial risk management objectives and policies
The Corporation’s major financial instruments include cash and cash equivalents, financial assets mandatorily classified as at FVTPL, financial assets at amortized cost, equity investments, trade receivables, trade payables, short-term borrowings and lease liabilities. The Corporation’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Corporation through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Corporation’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
There has been no change to the Corporation’s exposure to market risks or the manner in which these risks are managed and measured.
a) Foreign currency risk
The Corporation has foreign currency sales and purchases, which exposes the Corporation to foreign currency risk. The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 28.
Sensitivity analysis
The Corporation is mainly exposed to the USD and RMB.
- 245 -
The following table details the Corporation’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (i.e. the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign exchange forward contracts designated as cash flow hedges, and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. A negative number below indicates a decrease in pre-tax profit associated with the New Taiwan dollar strengthening 1% against the relevant currency. For a 1% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be positive.
| Equity |
USD Impact For the Year Ended December 31 2022 2021 $ (1,654) $ (814) |
RMB Impact |
|---|---|---|
| For the Year Ended December 31 |
||
| 2022 2021 $ (1,600) $ (2,311) |
This was mainly attributable to the exposure on outstanding receivables and payables in USD and RMB which were not hedged at the end of the reporting period.
In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign currency risk because the exposure at the end of the reporting period did not reflect the exposure during the period.
b) Interest rate risk
The Corporation is exposed to interest rate risk because the Corporation borrows funds at both fixed and floating interest rates.
The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets |
December 31 |
|---|---|
| 2022 2021 $ 767,750 $ - 1,985,648 1,429,262 457,153 510,800 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Corporation’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
- 246 -
If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Corporation’s pre-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $4,572 thousand and $5,108 thousand, respectively, which was mainly attributable to the Corporation’s exposure to interest rates on its variable-rate deposits.
c) Other price risk
The Corporation was exposed to equity price risk through its investments in domestic listed shares, domestic emerging market shares, overseas unlisted shares, and private funds. In addition, the Corporation has appointed a special team to monitor the price risk and will consider hedging the risk exposure should the need arise.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $1,496 thousand and $1,464 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Corporation. As at the end of the reporting period, the Corporation’s maximum exposure to credit risk, which would cause a financial loss to the Corporation due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Corporation, could be equal to the total of carrying amount of the respective recognized financial assets as stated in the balance sheets.
In order to reduce credit risk, the management team of the Corporation designated a special team to decide the credit ratings of counterparties and other monitoring procedures to make sure there are appropriate actions taken to collect the overdue receivables. Additionally, on each balance sheet date, the Corporation reviews the recoverable amounts to ensure appropriate allowances have been made for doubtful accounts. Therefore, the Corporation considers its credit risk to be significantly reduced.
The Corporation continuously assesses the financial conditions of customers with outstanding receivables.
As the counterparties of the Corporation are financial institutions and companies with good credit ratings, the Corporation has limited credit risk.
3) Liquidity risk
The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Corporation relies on bank borrowings as a significant source of liquidity. The Corporation had available unutilized short-term bank loan facilities set out below.
- 247 -
Financing facilities
| Unsecured bank overdraft facilities, reviewed annually: Amount used Amount unused Secured bank overdraft facilities Amount used Amount unused |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 755,000 2,485,000 $ 3,240,000 $ 48,247 - $ 48,247 |
2021 $ 200,000 2,600,000 $ 2,800,000 $ 52,730 - $ 52,730 |
25. TRANSACTIONS WITH RELATED PARTIES
Besides information disclosed elsewhere in the other notes, details of transactions between the Corporation and other related parties are disclosed below.
- a. Related party name and category
Related Party Name Related Party Category Syncmold Enterprise (Samoa) Corp. Subsidiary Grand Advance Inc. Subsidiary Syncmold Enterprise (USA) Corp. Subsidiary Syncmold Enterprise Vietnam Co., Ltd. Subsidiary Syncmold Enterprise (Singapore) Pte. Ltd. Subsidiary Syncmold Enterprise (Malaysia) Sdn., Bhd. Subsidiary Leohab Enterprise Co., Ltd. Subsidiary Gatetech Technology Inc. Subsidiary Gatetech (Suzhou) Technology Co., Ltd. Indirect subsidiary Fuzhou Fulfil Tech Co., Ltd. Indirect subsidiary Fujian Khuan Hua Precise Mold Co., Ltd. Indirect subsidiary Chongqing Fulfil Tech Co., Ltd. Indirect subsidiary Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Indirect subsidiary Suzhou Fulfil Electronics Co., Ltd. Indirect subsidiary Zhongshan Fulfil Tech. Co., Ltd Indirect subsidiary Commuwell Enterprise (Thailand) Co., Ltd. Indirect subsidiary High Grade Tech Co., Ltd. Associate Smart Automation Technology Inc. Associate Chen Chien Yuan The legal representative of the Corporation’s director Chen Chien Hung Related party in substance (first-degree relative of the Corporation’s director)
- 248 -
b. Sales of goods
Line Item Related Party Category/Name Sales Subsidiaries Indirect subsidiaries Other operating revenue Indirect subsidiaries - royalty Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Others Other operating revenue - service revenue Indirect subsidiaries |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 34,607 - 34,607 61,259 67,292 108,051 11,996 248,598 - $ 283,205 |
2021 $ 12,270 4 12,274 133,498 68,776 99,908 26,501 328,683 982 $ 341,939 |
The transaction prices and terms of collection between the Corporation and its related parties are the same as the non-related parties, except for subsidiaries that purchase raw materials on behalf of the Corporation, whose service income is decided with reference to market prices, and royalty income which is based on that stated in the agreements.
- c. Purchases of goods
Related Party Category/Name Subsidiaries Indirect subsidiaries Zhongshan Fulfil Tech. Co., Ltd Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 23,851 1,652,508 1,089,901 508,590 155,072 $ 3,429,922 |
2021 $ - 1,401,453 1,213,277 428,550 237,179 $ 3,280,459 |
Prices of transactions between the Corporation and related parties were made with reference to market prices, and payment terms are the same as that with non-related parties.
- d. Operating costs
Related Party Category Associates
| **For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2022 $ 99 |
2021 $ - |
- e. Operating expenses
Related Party Category Subsidiaries Associates |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 11,086 - $ 11,086 |
2021 $ 6,983 12 $ 6,995 |
-
249 -
-
f. Acquisition of property, plant and equipment
Related Party Category Related parties in substance Leases agreements Related Party Category Lease assets acquired Related parties in substance The legal representative of the Corporation’s director Line Item Lease liabilities Related parties in substance The legal representative of the Corporation’s director Related Party Category Interest expense Related parties in substance The legal representative of the Corporation’s director |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 2021 $ 476 $ - For the Year Ended December 31 |
|||
| 2022 2021 $ 3,216 $ - 1,749 - $ 4,965 $ - **December 31 ** |
|||
| 2022 2021 $ 1,948 $ 242 1,058 132 $ 3,006 $ 374 For the Year Ended December 31 |
|||
| 2022 $ 19 10 $ 29 |
2021 $ 10 5 $ 15 |
- g. Leases agreements
The rental amounts agreed in lease contracts between the Corporation and other related parties are determined based on market prices and general payment terms.
-
250 -
-
h. Receivables from related parties (excluding loans to related parties)
| Line Item Related Party Category/Name Trade receivables Subsidiaries Indirect subsidiaries Zhongshan Fulfil Tech. Co., Ltd Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Others Other receivables Subsidiaries Indirect subsidiaries Gatetech (Suzhou) Technology Co., Ltd. Others |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 20,883 108,340 26,564 26,937 5,535 $ 188,259 $ 253 8,125 558 $ 8,936 |
2021 $ 3,758 100,668 74,450 36,816 14,398 $ 230,090 $ 154 10,400 13,949 $ 24,503 |
The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2022 and 2021, no allowance loss was recognized for trade receivables from related parties.
Other receivables between the Corporation and its related parties are mainly from the purchase of raw materials. The Corporation recognizes the transactions that have not been paid to the suppliers as other payables.
- i. Payables to related parties (excluding loans from related parties)
| Line Item Related Party Category/Name Trade payables Subsidiaries Indirect subsidiaries Suzhou Fulfil Electronics Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Others Other payables Subsidiaries Associates |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 8,928 222,567 361,977 121,136 51,715 4,321 $ 770,664 $ 1,365 78 $ 1,443 |
2021 $ 3,397 540,898 540,297 161,864 43,813 9,091 $ 1,299,360 $ 1,844 - $ 1,844 |
The outstanding trade payables to related parties are unsecured and would be repaid in cash.
-
251 -
-
j. Loans to related parties
Interest revenue
Related Party Category Other receivables Subsidiaries |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2022 $ 174 |
2021 $ 28 |
The Corporation provided Gatetech Technology Inc. with unsecured short-term loans at rate of 1.43%-2.13% and 1.55%, which was comparable to market interest rates in 2022 and 2021.
- k. Loans from related parties
| Related Party Category/Name Other payables Subsidiaries Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 168,905 227,254 $ 396,159 |
2021 $ 221,440 41,520 $ 262,960 |
The interest rate of short-term borrowings from related parties was 0% in 2022 and 2021.
- l. Endorsements and guarantees
| Related Party Category/Name Subsidiaries Amount endorsed Amount utilized |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,114,200 $ 334,733 |
2021 $ 1,008,600 $ 245,000 |
m. Non-operating income
| Line Item Related Party Category/Name Non-operating income Subsidiaries Service revenue Indirect subsidiaries Gatetech (Suzhou) Technology Co., Ltd. Others Endorsement guarantee for service fee income Subsidiaries |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 900 17,075 1,076 $ 19,051 $ 277 |
2021 $ 450 19,785 501 $ 20,736 $ 146 |
The Corporation provided management consultancy services to its subsidiaries in 2022 and 2021. The conditions of transaction price payment was based on to the market price agreed. Service revenue was agreed according to the content of the contract. The rest are comparable to non-related parties.
- 252 -
n. Remuneration of key management personnel
Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 26,797 314 $ 27,111 |
2021 $ 23,265 314 $ 23,579 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
26. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for borrowings and performance bond:
| Property, plant and equipment | **December ** | 31 | |
|---|---|---|---|
| 2022 $ 76,337 |
2021 $ 76,742 |
27. SIGNIFICANT LOSSES FROM DISASTERS
A fire broke out in the premises of Suzhou Fulfil Electronics Co., Ltd. on January 20, 2021, which caused damage to some of the plant, machinery, equipment and inventories. The Corporation has property insurance and public liability insurance for the aforementioned plant, machinery, equipment and inventories. The Corporation negotiated claims settlement with the insurance company in June 2022. The related losses after deducting insurance claims amounted to $42,719 thousand. The estimated cost of damage in the amount of $24,886 thousand and $17,833 thousand were recognized in other gains and losses for the years ended December 31, 2022 and 2021.
- 253 -
28. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Corporation’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and respective functional currencies were as follows:
December 31, 2022
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currency | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD |
$ | 43,249 |
30.71 (USD:NTD) | $ 1,328,177 |
| RMB |
47,324 | 4.408 (RMB:NTD) | 208,604 |
|
| Non-monetary items |
||||
| Subsidiaries accounted for using the equity |
||||
| method | ||||
| USD |
164,360 | 30.71 (USD:NTD) | 5,047,491 |
|
| Financial assets at FVTPL - non-current |
||||
| USD |
935 | 30.71 (USD:NTD) | 28,725 |
|
Financial liabilities |
||||
Monetary items |
||||
| USD |
37,864 | 30.71 (USD:NTD) | 1,162,803 |
|
| RMB |
11,030 | 4.408 (RMB:NTD) | 48,620 |
|
| December 31, 2021 | ||||
| Foreign | Carrying | |||
| Currency | Exchange Rate | Amount | ||
Financial assets |
||||
| Monetary items | ||||
| USD |
$ | 53,857 |
27.68 (USD:NTD) | $ 1,490,762 |
| RMB |
58,264 | 4.344 (RMB:NTD) | 253,099 |
|
| Non-monetary items |
||||
| Subsidiaries accounted for using the equity |
||||
| method | ||||
| USD |
176,315 | 27.68 (USD:NTD) | 4,880,394 |
|
| Financial assets at FVTPL - non-current |
||||
| USD |
1,375 | 27.68 (USD:NTD) | 38,058 |
|
Financial liabilities |
||||
Monetary items |
||||
| USD |
56,796 | 27.68 (USD:NTD) | 1,572,113 |
|
| RMB |
5,056 | 4.344 (RMB:NTD) | 21,963 |
- 254 -
The significant realized and unrealized foreign exchange gains (losses) were as follows:
| Foreign Currency USD RMB Others |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2022 Exchange Rate Net Foreign Exchange Gains (Losses) 29.805 (USD:NTD) $ 45,607 4.422 (RMB:NTD) 8,823 (473) $ 53,957 |
2021 | |
| Exchange Rate Net Foreign Exchange Gains (Losses) 28.009 (USD:NTD) $ 11,614 4.341 (RMB:NTD) (2,329) (216) $ 9,069 |
29. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others (Table 1)
-
2) Endorsements/guarantees provided (Table 2)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)
-
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
-
9) Trading in derivative instruments (Note 7)
-
b. Information on investees (Table 6)
-
c. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 7)
-
255 -
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (Tables 1, 2, 4, 5 and 7):
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c) The amount of property transactions and the amount of the resultant gains or losses.
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.
-
-
d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)
-
256 -
TABLE 1
SYNCMOLD ENTERPRISE CORPORATION
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Notes 1 and 2) |
Ending Balance (Notes 1 and 2) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
Aggregate Financing Limit |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Syncmold Enterprise Corporation |
Syncmold Enterprise (Samoa) Corp. Grand Advance Inc. Syncmold Enterprise Vietnam Co., Ltd. Gatetech Technology Inc. Leohab Enterprise Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes |
$ 100,000 100,000 100,000 100,000 100,000 |
$ 100,000 100,000 100,000 100,000 100,000 |
$ - - - - - |
- - - - - |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
$ - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
$ - - - - - |
- - - - - |
- - - - - |
$ 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
$ 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) 2,218,479 (40% of the net worth of the Corporation) |
| 1 | Syncmold Enterprise (Samoa) Corp. |
Fujian Khuan Hua Precise Mold Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Fullking Development Limited Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Syncmold Enterprise Corporation |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes |
61,420 138,195 24,568 61,420 319,384 |
61,420 138,195 24,568 61,420 319,384 |
- 46,065 24,568 - 227,254 |
- 2.00 0.00 - 0.00 |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - |
- - - - - |
- - - - - |
1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
(Continued)
- 257 -
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Notes 1 and 2) |
Ending Balance (Notes 1 and 2) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
Aggregate Financing Limit |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 2 | Grand Advance Inc. | Kunshan Fulfil Tech Co., Ltd. Syncmold Enterprise (Samoa) Corp. Chongqing Fulfil Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Syncmold Enterprise (USA) Corp. Fullking Development Limited Syncmold Enterprise Corporation |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes Yes Yes Yes Yes |
$ 61,420 61,420 92,130 61,420 27,639 107,485 337,810 |
$ 61,420 61,420 - 61,420 27,639 46,065 168,905 |
$ - - - - 12,284 46,065 168,905 |
- - - - 0.00 0.00 0.00 |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
$ - - - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
$ - - - - - - - |
- - - - - - - |
- - - - - - - |
$ 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
$ 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
| 3 | Full Big Limited (Note 3) | Fullking Development Limited |
Other receivables from related parties |
Yes | 24,568 | - |
- |
- | Short-term financing |
- | Operating capital |
- | - | - | 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) |
| 4 | Fuzhou Fulfil Tech Co., Ltd | Fujian Khuan Hua Precise Mold Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes |
44,094 57,322 70,550 |
44,094 57,322 44,094 |
- - - |
- - - |
Short-term financing Short-term financing Short-term financing |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
| 5 | Suzhou Fulfil Electronics Co., Ltd. |
Kunshan Fulfil Tech Co., Ltd. | Other receivables from related parties |
Yes | 39,685 | 39,685 |
- |
- | Short-term financing |
- | Operating capital |
- | - | - | 1,109,239 (20% of the net worth of the Corporation) |
2,773,099 (50% of the net worth of the Corporation) |
| (Continued) |
- 258 -
(Concluded)
| No. | Lender | Borrower | Financial Statement Account |
Related Party |
Highest Balance for the Period (Notes 1 and 2) |
Ending Balance (Notes 1 and 2) |
Actual Amount Borrowed |
Interest Rate (%) |
Nature of Financing |
Business Transaction Amount |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrower |
Aggregate Financing Limit |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 6 | Zhongshan Fulfil Tech. Co., Ltd. |
Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Yes Yes Yes |
$ 35,275 44,094 35,275 |
$ 35,275 44,094 35,275 |
$ - - - |
- - - |
Short-term financing Short-term financing Short-term financing |
$ - - - |
Operating capital Operating capital Operating capital |
$ - - - |
- - - |
- - - |
$ 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) 1,109,239 (20% of the net worth of the Corporation) |
$ 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) 2,773,099 (50% of the net worth of the Corporation) |
Note 1: The authorized amount of loans was approved by the board of directors.
Note 2: The highest balance, ending balance, and the actual amount borrowed were calculated based on the exchange rate at the end of 2022.
Note 3: For organizational restructuring purposes, in July 2022, the board of directors resolved to dissolve Full Big Limited which was completed in October 2022.
- 259 -
TABLE 2
SYNCMOLD ENTERPRISE CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. | Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | ||||||||||||
| 0 | Syncmold Enterprise Corporation | Gatetech Technology Inc. Leohab Enterprise Co., Ltd. Syncmold Enterprise Vietnam Co., Ltd. |
Subsidiary Subsidiary Subsidiary |
$1,109,239 (20% of the net worth of the Corporation) $1,109,239 (20% of the net worth of the Corporation) $1,663,859 (30% of the net worth of the Corporation) |
$ 200,000 300,000 614,200 (US$ 20,000 thousand) |
$ 200,000 300,000 (Note) 614,200 (US$ 20,000 thousand) |
$ 100,000 216,000 18,733 |
$ - - - |
3.61 5.41 11.07 |
$2,773,099 (50% of the net worth of the Corporation) $2,773,099 (50% of the net worth of the Corporation) $2,773,099 (50% of the net worth of the Corporation) |
Y Y Y |
N N N |
N N N |
Note: By the resolution of the board of directors of the Corporation on March 15, 2022, it is proposed that Syncmold Enterprise Corporation provide an short-term endorsement guarantee within the limit of $260,000 thousand. Moreover, on November 7, 2022, it is also proposed that Taishin Bank provide an short-term endorsement guarantee within the limit of $60,000 thousand, total funds $320,000 thousand for Leohab Enterprise Co., Ltd. As of December 31, 2022, the remaining $20,000 thousand has not been implemented.
- 260 -
TABLE 3
SYNCMOLD ENTERPRISE CORPORATION
MARKETABLE SECURITIES HELD DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | December 31, 2022 | December 31, 2022 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Carrying Amount |
Percentage of Ownership (%) |
Fair Value | |||||
| Syncmold Enterprise Corporation Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Gatetech (Suzhou) Technology Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. |
Stock Gigastone Corporation Tiga Gaming Inc. Foxfortune Technology Limited Hercules BioVenture, L.P. Winmate Inc. Private funds China Development of Healthcare Venture of Limited Partnership Structured deposit Pagged exchange rate daily accumulated interest to corporate structured deposits Pagged exchange rate daily accumulated interest to corporate structured deposits Linked interest rate (ten-year treasury bond maturity yield) structured deposit products No. 12 Monthly profit 22110091 Monthly profit 22090283 Monthly profit 22090282 Monthly profit 22120149 Monthly profit 22120150 Monthly profit 22120151 Monthly profit 22120152 Monthly profit 22120269 |
- - - - - - - - - - - - - - - - - |
Financial assets at FVTPL - non-current Financial assets at FVTPL - non-current Financial assets at FVTPL - non-current Financial assets at FVTPL - non-current Financial assets at FVTPL - current Financial assets at FVTPL - non-current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTPL - current |
847,011 1,332,132 1,000,000 210,526 1,038,000 20,360,270 - - - - - - - - - - - |
$ 9,334 11,148 19,646 9,079 86,154 14,283 44,181 22,090 44,146 44,172 44,227 44,225 79,406 79,403 79,399 70,574 66,144 |
1.67 5.06 5.80 2.63 1.44 0.96 - - - - - - - - - - - |
$ 9,334 11,148 19,646 9,079 86,154 14,283 44,181 22,090 44,146 44,172 44,227 44,225 79,406 79,403 79,399 70,574 66,144 |
(Notes 2 and 6) (Notes 3 and 6) (Notes 4 and 6) (Notes 4 and 6) (Notes 2 and 6) (Notes 4 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) (Notes 5 and 6) |
Note 1: The negotiable securities in the table above are the shares, bonds and mutual funds recognized under IFRS 9 - “Financial Instruments”.
Note 2: The shares are calculated at the strike price as of December 31, 2022.
Note 3: The shares are measured using the market approach.
Note 4: The shares are measured using the asset approach.
(Continued)
- 261 -
(Concluded)
Note 5: The structured commodity is calculated at its contract worth as of December 31, 2022.
Note 6: No guarantees, pledged collateral or other restricted situations.
Note 7: Refer to Tables 6 and 7 for information on investments in subsidiaries and associates.
- 262 -
TABLE 4
SYNCMOLD ENTERPRISE CORPORATION
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount | % of Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total |
||||
| Syncmold Enterprise Corporation Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. |
Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Fuzhou Fulfil Tech Co., Ltd. |
Subsidiary Subsidiary Subsidiary Subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Parent company Parent company Parent company Parent company Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary |
Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Sales Sales Sales Sales Sales Sales Sales Sales |
$ 1,652,508 1,089,901 508,590 142,413 187,527 383,868 155,143 249,582 (1,652,508) (1,089,901) (508,590) (142,413) (187,527) (383,868) (155,143) (249,582) |
47 31 14 4 9 16 7 17 60 41 30 30 50 99 31 49 |
Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note |
$ - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - |
$ (361,977) (222,567) (121,136) (51,715) (23,309) (55,399) (20,933) (19,866) 361,977 222,567 121,136 51,715 23,309 55,399 20,933 19,866 |
46 28 15 7 6 18 7 7 53 34 23 30 36 100 33 31 |
Note: Payment terms are the same as the payment terms of non-related parties.
- 263 -
TABLE 5
SYNCMOLD ENTERPRISE CORPORATION
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance (Note) |
Turnover Rate |
Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Fuzhou Fulfil Tech Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Syncmold Enterprise Corporation |
Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Syncmold Enterprise Corporation Zhongshan Fulfil Tech. Co., Ltd. |
Parent company Parent company Parent company Parent company Parent company Subsidiary |
$ 168,905 (Note 1) 227,254 (Note 1) 121,136 361,977 222,567 108,340 (Note 2) |
- - - - - - |
$ - - - - - - |
- - - - - - |
$ 61,420 - 55,815 213,201 111,119 108,340 |
$ - - - - - - |
Note 1: Financing.
Note 2: Royalties receivable.
- 264 -
TABLE 6
SYNCMOLD ENTERPRISE CORPORATION
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of December 31, | As of December 31, | 2022 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
Number of Shares |
% | Carrying Amount |
|||||||
| Syncmold Enterprise Corporation Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Gatetech Technology Inc. Gatech Holdings Ltd. Leohab Enterprise Co., Ltd. Sweet International Group Ltd. Lucky King Holdings Ltd. |
Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Syncmold Enterprise (USA) Corp. High Grade Tech Co., Ltd. Corebio Technologies Co., Ltd. Smart Automation Technology Inc. Leohab Enterprise Co., Ltd. Gatetech Technology Inc. Syncmold Enterprise Vietnam Co., Ltd. Syncmold Enterprise (MALAYSIA) Sdn. Bhd. Syncmold Enterprise (SINGAPORE) Pte., Ltd. Syncmold Enterprise (THAILAND) Co., Ltd. Canford International Limited Fullking Development Limited Full Glary Holding Limited Full Big Limited Forever Business Development Limited Full Celebration Limited Gatech Holdings Ltd. Gatech International Ltd. Sweet International Group Ltd. Commuwell Enterprise (Thailand) Co., Ltd. Lucky King Holdings Ltd. Commuwell Enterprise (Thailand) Co., Ltd. |
Samoa Samoa USA Taiwan Taiwan Taiwan Taiwan Taiwan Vietnam Malaysia Singapore Thailand Samoa Hong Kong Hong Kong Samoa Samoa Samoa Samoa Samoa British Virgin Islands Thailand Mauritius Thailand |
Trading, import and export and investment in electronic parts Trading and related import and export businesses of metal molds and plastic molds as well as the reinvestment of subsidiaries in mainland China Trading, import and export in electronic parts The design and sale of television hangers and related import and export businesses Medical technology and precision instrument wholesale and retail Software design services Precision hardware components manufacturing Precise molding and magnesium alloy die caster manufacturing and transaction business Trading, import and export and investment in electronic parts Trading, import and export in electronic parts, customer support and service center Trading, import and export in electronic parts, electronic components and parts design Trading, import and export and investment in electronic parts Import and export trade and investment business Import and export trade and investment business Import and export trade and investment business Reinvestment in subsidiaries in mainland China and international trade Reinvestment in subsidiaries in mainland China and international trade Reinvestment in subsidiaries in mainland China and international trade General investment business General investment business General investment business Plastic shot and hardware components manufacturing General investment business Plastic shot and hardware components manufacturing |
$ 506,240 110,598 32 36,075 52,000 15,680 232,677 556,063 579,944 7,192 1,100 33,638 119,342 160,175 259,720 - 125,957 147,710 647,041 657,284 147,834 190,728 147,834 - |
$ 506,240 110,598 32 36,075 52,000 15,680 232,677 556,063 579,944 7,192 1,100 33,638 119,342 160,175 259,720 16,643 125,957 147,710 647,041 657,284 280,368 - 280,368 113,236 |
- 3,546 - 2,280 5,200 1,568 16,620 42,432 - - - - - - - - - - 20,130 20,268 - - - - |
100.00 100.00 100.00 35.63 38.29 49.00 70.00 73.82 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - |
$ 2,875,187 2,172,304 (3,319) 153,143 - 14,945 217,034 682,832 488,823 2,167 5,581 12,627 1,378,466 1,029,524 252,158 - 354,424 133,223 616,413 616,413 306,533 223,930 300,220 - |
$ 234,262 (41,500) (220) 122,202 (2,337) (485) (34,392) 68,105 (48,256) (98) 1,847 (85) 26,109 328,507 (36,005) 292 (1,178) (58,022) 1,350 1,350 (10,831) 17,732 (10,831) 4,184 |
$ 234,249 (37,341) (220) 43,535 (895) (239) (25,493) 48,254 (48,256) (98) 1,847 (85) 26,109 328,507 (37,419) 292 314 (58,022) 1,350 1,350 (10,810) 17,732 (10,831) 4,184 |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Notes 1 and 5) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 4) (Note 1) (Note 4) |
Note 1: Calculated based on the audited financial statements of the investee company and the Corporation’s shareholding ratio.
Note 2: Calculated based on the unaudited financial statements of the investee company and the investee Corporation’s shareholding ratio.
(Continued)
- 265 -
Note 3: Refer to Table 7 for related information on investees from mainland China.
- Note 4: For organizational restricting purposes, the Corporation’s board of directors resolved to transfer 100% equity of Commuwell Enterprise (Thailand) Co., Ltd. held by Lucky King Holdings Ltd. to Leohab Enterprise Co., Ltd. for direct investment. The capital transfer was completed on May 2022.
Note 5: For organizational restructuring purposes, in July 2022, Full Big Limited’s board of directors resolved to dissolution, which has completed the liquidation procedures in October 2022.
(Concluded)
- 266 -
TABLE 7
SYNCMOLD ENTERPRISE CORPORATION
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investee Company | Main Businesses and Products | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2021 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2022 |
Accumulated Repatriation of Investment Income as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||
| Fuzhou Fulfil Tech Co., Ltd. Fujian Khuan Hua Precise Mold Co., Ltd. Fuqing Fuqun Electronic Hardware Tech Co., Ltd. Dongguan Khuan Huang Precise Mold Plastic Co., Ltd. Suzhou Fulfil Electronics Co., Ltd. Zhongshan Fulfil Tech. Co., Ltd. Kunshan Fulfil Tech Co., Ltd. Chongqing Fulfil Tech Co., Ltd. |
Electronic parts processing and manufacturing. Trading and related import and export business Processing, manufacturing, trading and related import and export business of various metal molds, plastic molds and plastic injection molds Electronic parts processing and manufacturing. Trading and related import and export business Processing, manufacturing, trading and related import and export business of various metal molds, plastic molds and plastic injection molds Electronic parts processing and manufacturing. Trading and related import and export business Electronic parts processing and manufacturing. Trading and related import and export business Manufacturing and assembling of laptops uses precise bearing, hardware and related accessories The processing, manufacturing, related imports and exports of all electronic, plastic and hardware parts |
$ 42,733 109,419 58,313 123,643 18,248 150,482 231,078 137,374 |
Invested through Syncmold Enterprise (Samoa) Corp. Invested through Syncmold Enterprise (Samoa) Corp. Invested through Syncmold Enterprise (Samoa) Corp. Invested through Forever Business Development Limited Invested through Canford International Limited Invested through Fullking Development Limited Invested through Full Glary Holding Limited Invested through Full Celebration Limited |
$ 63,969 (US$ 2,083 thousand) 41,643 (US$ 1,356 thousand) - - - - 184,260 (US$ 6,000 thousand) - |
$ - - - - - - - - |
$ - - - - - - - - |
$ 63,969 (US$ 2,083 thousand) 41,643 (US$ 1,356 thousand) - - - - 184,260 (US$ 6,000 thousand) - |
$ 80,044 (42,876) (15,379) (2,832) 26,109 328,494 (36,005) (58,022) |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
$ 80,044 (42,876) (15,379) (2,832) 26,109 328,494 (36,005) (58,022) |
$ 952,661 239,010 147,586 259,919 1,378,447 1,099,087 252,057 133,211 |
$ 2,428,055 (US$ 79,064 thousand) - 119,708 (US$ 3,898 thousand) - 1,309,167 (US$ 42,630 thousand) 1,760,113 (US$ 57,314 thousand) - 556,588 (US$ 18,124 thousand) |
(Continued)
- 267 -
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Paid-in Capital | Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2021 |
Remittance of Funds | Remittance of Funds | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2022 |
Accumulated Repatriation of Investment Income as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||||
| Gatetech (Suzhou) Technology Co., Ltd. Suzhou Leoho Electronics Co., Ltd. |
The manufacture, processing and trading of aluminum and magnesium alloy die-casting products Precision hardware components manufacturing |
$ 712,282 203,817 |
Invested through Gatech International Ltd. Invested through Lucky King Holdings Ltd. |
$ 746,253 (US$ 24,300 thousand) 137,519 (US$ 4,478 thousand) |
$ - - |
$ - - |
$ 746,253 (US$ 24,300 thousand) 137,519 (US$ 4,478 thousand) |
$ (43) (15,015) |
73.82 70.00 |
$ (31) (10,511) |
$ 616,413 300,219 |
$ - - |
||
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2022 |
Investment Amount Authorized by the Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by the Investment Commission, MOEA |
||||||||||||
| $1,402,679 (US$45,675 thousand) |
$2,378,275 (US$77,443 thousand) |
$3,528,797 |
Note: Calculated based on the audited financial statements of the investee company and the Corporation’s shareholding ratio.
(Concluded)
- 268 -
TABLE 8
SYNCMOLD ENTERPRISE CORPORATION
INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2022
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Chen Chiu-Lang | 8,708,211 | 7.03 |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Corporation as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
-
269 -
SYNCMOLD ENTERPRISE CORPORATION
THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS
| Item Major Accounting Items in Assets, Liabilities and Equity Statement of cash and cash equivalents Statement of financial assets at FVTPL - current Statement of trade receivables Statement of inventories Statement of financial assets at FVTPL - non-current Statement of changes in investments accounted for using the equity method Statement of changes in property, plant and equipment Statement of changes in accumulated depreciation and accumulated impairment of property, plant and equipment Statement of changes in intangible assets Statement of deferred income tax assets Statement of other payables Statement of deferred income tax liabilities Statement of short-term borrowings Statement of long-term borrowings Major Accounting Items in Profit or Loss Statement of net operating revenue Statement of operating cost Statement of operating expenses |
**Statement Index ** |
|---|---|
| 1 2 3 4 5 6 Note 11 Note 11 Note 14 Note 21 Note 17 Note 21 7 8 9 10 11 |
- 270 -
STATEMENT 1
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Item Petty cash Cash in banks Checking accounts Demand deposits Foreign currency demand deposits (Note 1) Foreign currency time deposits (Note 2) |
Amount $ 924 1,858 59,866 61,724 397,287 767,750 $ 1,227,685 |
|---|---|
- Note1: The amount of US$12,170 thousand was calculated based on the exchange rate of US$1=NT$30.71. The amount of RMB4,914 thousand was calculated based on the exchange rate of RMB1=NT$4.408. The amount of EUR3 thousand was calculated based on the exchange rate of EUR1=NT$32.720 and the amount of SGD45 thousand was calculated based on the exchange rate of SGD1=NT$22.88 and the amount of JPY722 thousand was calculated based on the exchange rate of JPY1=NT$0.2324 and the amount of THB639 thousand was calculated based on the exchange rate of THB1=NT$0.8941.
Note2: The amount of US$25,000 thousand was calculated based on the exchange rate of US$1=NT$30.71.
- 271 -
STATEMENT 2
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - CURRENT DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Item Stock Winmate Inc. Foreign exchange forward contract Sell |
Balance, January 1, 2022 Shares Amount 1,038,000 $ 81,379 - 4 $ 81,383 |
Acquisition Shares Amount - $ - - 149,911 $ 149,911 |
Decrease Gain (Losses) on Financial Assets at FVTPL - Shares Amount Non-current - $ - $ 4,775 - (142,860) (7,055) $ (142,860) $ (2,280) |
Balance, December 31, 2022 Shares Stock Price Amount Collateral Note 1,038,000 83 $ 86,154 None - - - - None - $ 86,154 |
|---|---|---|---|---|
| Shares 1,038,000 - |
Shares - - |
Shares - - |
Shares Stock Price 1,038,000 83 - - |
- 272 -
STATEMENT 3
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF TRADE RECEIVABLES DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Client Name A B C D E F others (Note) Less: Allowance for impairment loss |
Amount $ 61,053 16,811 16,383 16,292 14,342 11,667 70,789 (6) $ 207,331 |
|---|---|
Note: The amount from each individual client included in others does not exceed 5% of the account balance.
- 273 -
STATEMENT 4
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF INVENTORIES DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Item Products Finished goods Work in process Raw material Less: Allowance for inventory valuation losses |
Amount | |
|---|---|---|
| Cost Net Realized Value $ 21,312 $ 21,704 2,968 3,625 455 455 5,088 5,088 29,823 $ 30,872 (3,870) $ 25,953 |
- 274 -
STATEMENT 5
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS - NON-CURRENT DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Item Domestic emerging market shares Gigastone Corporation Tiga Gaming Inc. Overseas unlisted shares Hercules BioVenture, L.P. Foxfortune Technology Limited Private funds China Development of Healthcare Venture of Limited Partnership Domestic third convertible bonds |
Balance, January 1, 2022 Shares Amount 847,011 $ 10,427 1,332,132 7,101 17,528 342,105 11,484 1,000,000 27,024 38,508 13,122,465 9,034 - 360 $ 65,430 |
Acquisition Shares Amount - $ - - - - - - - - - 7,237,805 7,238 - - $ 7,238 |
Decrease Gain (Losses) on Financial Assets at FVTPL - Shares Amount Non-current - $ - $ (1,093) - - 4,047 - 2,954 (131,579) (4,036) 1,631 - - (7,378) (4,036) (5,747) - - (1,989) - - (360) $ (4,036) $ (5,142) |
Balance, December 31, 2022 Shares Amount Collateral Note 847,011 $ 9,334 None - 1,332,132 11,148 None - 20,482 210,526 9,079 None - 1,000,000 19,646 None - 28,725 20,360,270 14,283 None - - - None - $ 63,490 |
|---|---|---|---|---|
| Shares 847,011 1,332,132 342,105 1,000,000 13,122,465 - |
Shares - - - - 7,237,805 - |
Shares - - (131,579) - - - |
Shares 847,011 1,332,132 210,526 1,000,000 20,360,270 - |
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STATEMENT 6
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Unlisted companies Grand Advance Inc. Syncmold Enterprise (Samoa) Corp. Syncmold Enterprise (USA) Corp. High Grade Tech Co., Ltd. Corebio Technologies Co., Ltd. Smart Automation Technology Inc. Leohab Enterprise Co., Ltd. Gatetech Technology Inc. Syncmold Enterprise Vietnam Co., Ltd. Syncmold Enterprise (Malaysia) Sdn., Bhd. Syncmold Enterprise (Singapore) Pte., Ltd. Syncmold Enterprise (Thailand) Co., Ltd. Add: Credit balance of Investments reclassified to non-current liabilities |
Balance as of January 1, 2022 Shares (In Thousands) Shareholding Ratio % Amount - 100.00 $ 2,741,122 3,546 100.00 2,139,272 - 100.00 (2,787) 2,280 35.63 136,170 5,200 38.29 20,730 1,568 49.00 15,158 16,620 70.00 228,941 42,432 73.82 626,258 - 100.00 500,521 - 100.00 2,154 - 100.00 3,219 - 100.00 11,867 6,422,625 2,787 $ 6,425,412 |
Adjustments of the Year | Cash Dividends $ (156,066) - - (11,400) - - - - - - - - $ (167,466) |
Balance of December 31, 2022 Shares (In Thousands) Shareholding Ratio % Amount Note - 100.00 $ 2,875,187 Notes 1 and 2 3,546 100.00 2,172,304 Notes 1 and 2 - 100.00 (3,319) Notes 1 and 2 2,280 35.63 153,143 Notes 1 and 2 5,200 38.29 - Notes 2 and 3 1,568 49.00 14,945 Notes 1 and 2 16,620 70.00 217,034 Notes 1 and 2 42,432 73.82 682,832 Notes 1 and 2 - 100.00 488,823 Notes 1 and 2 - 100.00 2,167 Notes 1 and 2 - 100.00 5,581 Notes 1 and 2 - 100.00 12,627 6,621,324 3,319 $ 6,624,643 |
|
|---|---|---|---|---|---|
| Exchange Share of Other Share of Profit Differences on Translating the Financial Comprehensive Income of Subsidiaries or Loss of Statements of Accounted for Increase in Investments Subsidiaries and Associates Foreign Operations Using the Equity Method $ - $ 234,249 $ 55,882 $ - - (37,341) 70,373 - - (220) (312) - - 43,535 - (15,162) (19,835) (895) - - - (239) - 26 - (25,493) 13,381 205 - 48,254 6,589 1,731 - (48,256) 36,558 - - (98) 111 - - 1,847 515 - - (85) 845 - $ (19,835) $ 215,258 $ 183,942 $ (13,200) |
|||||
| Shares (In Thousands) Shareholding Ratio % - 100.00 3,546 100.00 - 100.00 2,280 35.63 5,200 38.29 1,568 49.00 16,620 70.00 42,432 73.82 - 100.00 - 100.00 - 100.00 - 100.00 |
Shares (In Thousands) Shareholding Ratio % - 100.00 3,546 100.00 - 100.00 2,280 35.63 5,200 38.29 1,568 49.00 16,620 70.00 42,432 73.82 - 100.00 - 100.00 - 100.00 - 100.00 |
Note 1: Calculated based on the audited financial statements of the investee companies and the shareholding ratio.
Note 2: No pledges or guaranteed investments accounted for using the equity method as at the end of 2022.
Note 3: Calculated based on the unaudited financial statements of the investee company and the Corporation’s shareholding ratio. The Corporation’s management conducted an impairment test on the investment on December 31, 2022. After evaluation, the book value of the investment in Corebio Technologies Co., Ltd. was higher than the recoverable amount, and an impairment loss of $19,835 thousand was recognized in 2022.
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STATEMENT 7
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF SHORT-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Annual Rate | Security | |||||
|---|---|---|---|---|---|---|
| Credit Type | Contract Date | (%) | Ending Balance | Credit Line | Guarantees | Note |
| Bank loan | ||||||
| E.SUN Commercial Bank, Ltd. | 2022/10/21-2023/01/20 | 1.49 | $ 200,000 | $ 500,000 | None | Note 1 |
| E.SUN Commercial Bank, Ltd. | 2022/11/02-2023/02/02 | 1.535 | 250,000 | 500,000 | None | Note 1 |
| Yuanta Commercial Bank Co., Ltd. | 2022/12/26-2023/03/24 | 1.75 | 110,000 | 500,000 | None | Note 2 |
| Yuanta Commercial Bank Co., Ltd. | 2022/12/29-2023/03/28 | 1.75 | 50,000 | 500,000 | None | Note 2 |
| Yuanta Commercial Bank Co., Ltd. | 2022/11/29-2023/02/23 | 1.63 | 100,000 | 500,000 | None | Note 2 |
| Yuanta Commercial Bank Co., Ltd. | 2022/12/21-2023/03/20 | 1.75 | 45,000 | 500,000 | None | Note 2 |
| CTBC Bank Co., Ltd. | - | - | - | 500,000 | None | - |
| TAIPEIFUBON Commercial Bank Co., Ltd. | - | - | - | 500,000 | None | - |
| Taishin International Bank | - | - | - | 440,000 | None | - |
| Bank SinoPac Company Limited | - | - | - | 500,000 | None | - |
| HSBC Bank (Taiwan) Limited | - | - | - |
300,000 | None | - |
| $ 755,000 |
Note1: Short-term borrowings facilities from E.SUN Commercial Bank, Ltd. was $500,000 thousand.
Note2: Short-term borrowings facilities from Yuanta Commercial Bank Co., Ltd. was $500,000 thousand.
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STATEMENT 8
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF LONG-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Credit Type Contract Date Annual Rate (%) Bank loan E.SUN Commercial Bank, Ltd. 2021/01/27- 2033/01/27 1.45 E.SUN Commercial Bank, Ltd. 2021/01/29- 2033/01/29 1.45 Less: Current portions |
Ending Balance Credit Line Security Guarantees $ 42,214 $ 42,214 Property, plant and equipment 6,033 6,033 Property, plant and equipment 48,247 $ 48,247 (4,476) $ 43,771 |
|---|---|
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STATEMENT 9
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF NET OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item Quantity Average Price Sales revenue Display hinges 22,975,742 $ 168 Others - Other operating revenue |
Amount $ 3,855,971 4,110 3,860,081 254,777 $ 4,114,858 |
|---|---|
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STATEMENT 10
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Item Raw material, beginning of year Add: Raw material purchased Less: Raw material, end of the year Sale of raw material Transferred to operating expense Disposals Raw materials used Direct labor Manufacturing expense Manufacturing cost Add: Work in process, beginning of year Less: Work in process, end of year Cost of finished goods Add: Finished goods, beginning of year Less: Finished goods, end of year Transferred to operating expense Cost of finished goods sold Add: Product, beginning of year Purchase of products Less: Product, end of year Transferred to operating expense Cost of products Add: Sale of product Less: Reversal of write-downs of inventories Cost of goods sold Other operating cost |
Amount $ 8,427 40,472 (5,088) (255) (115) (74) 43,367 10,104 53,163 106,634 626 (455) 106,805 94 (2,968) 103,931 14,522 3,429,325 (21,312) (40) 3,422,495 255 (2,305) 3,524,376 235 $ 3,524,611 |
|---|---|
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STATEMENT 11
SYNCMOLD ENTERPRISE CORPORATION
STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Item Salary (Note 2) Others (Note 1) |
Selling Expenses General and Administrative Research and Development Expense Expected Credit Loss Reversed on Trade Receivables $ 26,425 $ 143,973 $ 88,528 $ - 49,477 54,123 57,810 (87) $ 75,902 $ 198,096 $ 146,338 $ (87) |
Total $ 258,926 161,323 $ 420,249 |
|---|---|---|
Note 1: The amount of each item in others does not exceed 5% of the account balance.
Note 2: Included salary, pension and remuneration of directors.
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