Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

TEX YEAR AGM Information 2024

Jul 10, 2024

52420_rns_2024-07-10_ed68b5a8-c2d2-4a4f-b4e1-f3f8ae4446c4.pdf

AGM Information

Open in viewer

Opens in your device viewer

TEX YEAR INDUSTRIES INC.

2024 Annual General Shareholders’ Meeting

(Translation)

Note to Readers: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 version shall prevail.

Date: Monday, June 24, 2024

Time: 9:30 a.m. Taipei time

Place: 4F., No. 9, Wuquan 6th Rd., New Taipei Industrial Park, New Taipei City, Taiwan (Meeting Room on the 4th Floor of the Company).

Shareholders present:

62,156,836 shares were represented by the shareholders and proxies present (including 55,171,582 shares represented by shareholders executing voting rights through e-voting), which amounted to 59.77% of the Company’s 103,987,030 issued and outstanding shares.

Chairman: Mr. Donald Hsiao Recorder: Ms. Pei Hsieh

Attendance:

Directors present: Mr. Donald Hsiao, Mr. Chin-Tsung, Hsiao, Mr. Chung-Ping Wang (Chairman of the Audit Committee, Independent Director), Mr. Tsai-Wei Tseng (Chairman of the Remuneration Committee, Independent Director), Mr. Wen-Pin Weng (Chairman of the Corporate Sustainability Committee, Independent Director), Ms. Shu-Chuan Lin (Chairman of Ethical Corporate Management, Independent Director). More than one-half of all 11 directors are in attendance.

In attendance: CFO Mr. Roger Kao, CPA of Deloitte & Touche Taipei, Taiwan Republic Pi-Yu Chuang

1. Chairman of the Meeting announced that the aggregate shareholding of the shareholders presents in person or by proxy constituted a quorum. The Chairman called the meeting to order.

2. Chairman’s opening speech: (Omitted)

-1-

3. Report Items

(1). The Company’s 2023 Business Report, please kindly review.

Explanation: 2023 Business Report is attached as Attachment 1.

  • (2). 2023 Audit Committee Review Report, please kindly review.

Explanation: 2023 Audit Committee Review Report is attached as Attachment 2.

  • (3). Report of the distribution of employee compensation and directors’ and supervisors’ remuneration for 2023, please kindly review.

Explanation:

  • (i). The Company’s distribution of directors’ and supervisors’ remuneration and employee compensation for 2023 was approved in the Board of Directors’ meeting on March 15, 2024, and will be distributed in cash.

  • (ii). The directors’ and supervisors’ remuneration and employee compensation are NT$6,354,479 and NT$2,800,000, respectively.

  • (4). Report of implementation status of domestic convertible bonds issued in 2019, please kindly review.

Explanation:

  1. In order to repay the principal of the first domestic secured convertible bond and bank loans that were due, The Company issued the second secured and third unsecured convertible bonds in 2019.

  2. The issuance details of the second secured convertible bonds in 2019 are as follows; the third unsecured convertible bonds, totaling one hundred million New Taiwan Dollars, matured on October 24, 2022, and were fully converted.

Type of issuance Second domestic secured convertible bond in 2019
Issue amount NT$200 million
Denomination NT$100,000
Bond interest
rate
Coupon rate 0%
Issueperiod 5years from October 23,2019 to October 23,2024
Conversion
status
As of the end of February 2024, 504 units were converted into 3,432,167
common shares.
Conversion Price Since August 9, 2023, the conversion price has been adjusted to NT$14.3 from
NT$14.5.

-2-

(5). Amendments to part of the “Rules of Procedure for Board Meetings”, please kindly review.

Explanation: Per FSC announce the bulletin information No.1120383996 on January 11,

2024, it is proposed to amend The Company’s “Rules of Procedure for Board Meetings”, and the comparison table are as follows:

After Amendment Before Amendment Reason
Article 4: Notice of Board of Directors
Meeting
1. Notification time: According to
Article 204 of the Company
Law,
the
reasons
for
convening
a
board
of
directors meeting shall be
clearly
stated
and
all
directors shall be notified
seven
days
in
advance.
However,
in
case
of
emergency, they may be
summoned at any time.
2. Notice content
(1) Time and place of board meeting.
The place and time for the
meeting of the company's
board of directors shall be at
the company's location and
during office hours, or at a
place and time that is
convenient for the directors
to attend and suitable for the
meeting of the board of
directors.
(2) Topics of the current board
meeting.
The
matters
specified in Paragraph 4 of
Article 11 of these Rules shall
be listed in the reasons for
conveningand shall not be
Article 4: Notice of Board of
Directors Meeting
1. Notification time: According to
Article 204 of the Company Law,
the reasons for convening a board
of directors meeting shall be
clearly stated and all directors
shall be notified seven days in
advance. However, in case of
emergency,
they
may
be
summoned at any time.
2. Notice content
(1) Time and place of board
meeting. The place and time for
the meeting of the company's
board of directors shall be at the
company's location and during
office hours, or at a place and time
that is convenient for the directors
to attend and suitable for the
meeting of the board of directors.
(2) Topics for the current board
meeting. Matters referred to in
Paragraph 4 of Article 11 of these
Rules shall be listed in the reasons
for convening and shall not be
raised as a temporary motion~~,~~
~~unless there is an emergency or~~
~~legitimate reason.~~
Per FSC No. 1110383263
issued on August 5, 2022,
some provisions of the
Company's "Rules of
Procedure for the Board of
Directors" were revised.
In view of the fact that the
fourth paragraph of Article
11 is an important matter
involving the company's
operation, it should be stated
in the reason for the
convening, so that the
directors have sufficient
information and time to
evaluate their proposals
before making decisions.
Delete the second paragraph
of Article 4. Paragraph 2, in
addition to written
provisions, stipulates that the
matters specified in
Paragraph 4 of Article 11
shall be listed in the reasons
for convening and shall not
be raised by temporary
motions. In addition, if the
company has urgent matters
that should be brought to the
board of directors for
discussion,it can be

-3-

After Amendment Before Amendment Reason
raised by temporary motion. convened at any time in
accordance with Paragraph 2
of Article 3, which should not
have an impact on the
normal operation of the
company's business or
operations. An emergency
board meeting shall still be
convened in accordance with
Article 4, Paragraph 2,
Paragraph 1, at a place and
time convenient for the
directors to attend, and in
accordance with Article 5,
the contents of the Board
meeting, meeting materials,
and the convening notice
shall be sent to the Board of
Directors member.
Article 9:
At the scheduled meeting time, if
haif of directors are present, the
Chairman should immediately declare
the meeting open. If not, the
Chairman
may
announce
a
postponation of the meeting up to
two timeson the same day, not
exceeding one hour in total. If quorum
is still not met after two delays, the
Chairman may reconvene the meeting
according to the procedure in Article
4, Paragraph 1.
The term "all directors" in this
and Articles 12, Paragraph 1 and 13,
Paragraph 4 refers to those currently
holding office.
Article 9:
At the scheduled meeting
time, if haif of directors are
present, the Chairman should
immediately declare the meeting
open. If not, the Chairman may
announce a postponation of the
meeting up to two times, not
exceeding one hour in total. If
quorum is still not met after two
delays,
the
Chairman
may
reconvene the meeting according
to the procedure in Article 4,
Paragraph 1.
The term "all directors" in
this and Articles 12, Paragraph 1
and 13, Paragraph 4 refers to
those currentlyholdingoffice.
To prevent disputes due to
indefinite meeting delays
when there is insufficient
attendance, it has been
specified that the Chairman
may only announce a
meeting delay on the same
day.

-4-

After Amendment Before Amendment Reason Article 11: Discussion of Board Article 11: Discussion of In consideration of practical Meetings Board Meetings considerations, Article 4 has 1. A board of directors meeting shall 1. A board of directors meeting been added to specify the be conducted in accordance with shall be conducted in procedure for selecting a the order of business on the accordance with the order of proxy when the Chairperson agenda as specified in the business on the agenda as is unable to preside over a meeting notice. However, the specified in the meeting meeting due to unforeseen agenda may be changed with the notice. However, the agenda circumstances or does not consent of a majority of the may be changed with the adjourn the meeting in directors present. consent of a majority of the accordance with the 2. The meeting chair may not directors present. regulations, in order to declare the meeting closed 2. The meeting chair may not prevent disruptions to the without the approval of a declare the meeting closed operation of the board majority of directors present at without the approval of a meeting. the meeting. majority of directors present 3. If at any time during the at the meeting. proceeding of a board of directors 3. If at any time during the meeting the directors sitting at proceeding of a board of the meeting are not more than directors meeting the half of the directors present at the directors sitting at the meeting, then upon motion by meeting are not more than the directors sitting at the half of the directors present meeting, the chair shall declare a at the meeting, then upon suspension of meeting, in which motion by the directors case Article 9 shall apply mutatis sitting at the meeting, the mutandis. chair shall declare a 4. If the Chairperson is unable to suspension of meeting, in preside over a meeting due to which case Article 9 shall unforeseen circumstances or apply mutatis mutandis. does not adjourn the meeting in 4. The following items shall be accordance with Articles 2 and 3 discussed in the board above, the selection of the proxy directors meeting: (items shall follow the provisions of omitted) Article 6, Paragraph 3. 5. The following items shall be discussed in the board directors meeting: (items omitted)

-5-

(6). Report on The Company's surplus distribution of cash dividends for 2023, please kindly review.

Explanation:

  • (I) Pursuant to Article 23 of The Company's articles of association, distribution of dividends in cash mbe authorized to be made by the board of directors with more than two-thirds of the directors present and a decision made by a majority of the directors present.

  • (II) The Company's profit distribution NT$ 57,139,020 in cash dividends to shareholders in 2023 was calculated based on the 103,889,128 shares of The Company that were out of circulation on February 29, 2024, and NT$ 0.55 was distributed per share.

  • (III) The cash dividends are calculated according to the matching ratio, rounded up below one $NT, and the remaining amount less than one yuan is adjusted according to the principle of fairness from the largest to the smallest decimal point and the order of the account number from front to back, until it meets the requirements of cash dividends. with total debt. Share distribution, such as the subsequent purchase of The Company's shares, transfer or cancellation of treasury shares, cash capital increase and exercise of employee stock warrants, convertible companies affect the number of outstanding shares by converting ordinary shares, resulting in shareholder dividends. The changer intends to ask the shareholders' general meeting to authorize the board of directors to handle matters related to the change.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

-6-

4. Recognition Items

Agenda 1 ........................................................................................ proposed by the Board of Directors

Subject:2023 business report and financial statements, acknowledgment is respectfully requested. Explanation:

  • (I) The Company’s 2023 consolidated financial statements and individual financial statements, which have been audited by CPAs, Tsai Yu-Ling, and Chuang, Pi-Yu of Deloitte Taiwan, together with the business report, were approved by the board of directors, submitted to and examined by supervisors with the examination report.

  • (II) Please refer to to Attachment 1 , Attachment 3 and Attachment 4 of this Meeting Handbook for the Company’s 2023 Business Report and financial statements.

  • (III) Acknowledgment is respectfully requested.

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results: Shares represented at the time of voting: 62,156,836

Voting Result Propotion to the total represented shares
present
Votes in favor56,057,237 votes
(includinge-voting49,071,983 votes)
90.18%
Votes in against:31,189 votes
(includinge-voting31,189 votes)
0.05%
Votes in invalid6,068,410 votes
(includinge-voting6,068,410 votes)
9.76%
Votes abstained0 votes 0.00%

Resolved, the proposal was 90.18% of the votes in favor represented by the shareholders present, and the “2023 business report and financial statements” be and hereby were accepted as submitted.

-7-

Agenda 2 ........................................................................................ proposed by the Board of Directors

Subject: 2023 earnings distribution plan, acknowledgment is respectfully requested.

Explanation:

  • (I) The Company’s 2023 earnings distribution plan was approved in the Board of Directors meeting on

March 15, 2024, and the proposed earnings distribution plan in compliance with the Articles of

Incorporation is as follows:

Incorporation is as follows:
The 2023 profit allocation proposal (Unit: NT$)
Undistributed earnings at the beginning of the period (a) $ 31,501,117
Add:Retained earnings reclassified from comprehensive income actuarial gain (1,353,529)
on defined benefit plan of current year (b)
Profit after adjustment for the beginning year (c=a+b) 30,147,588
AddProfit after tax in 2023 (d) 76,465,896
Less :Appropriation of 10% legal reserve (e) =(b+d)×10% (7,511,237)
AddRotation of special surplus reserve (f) (1,501,946)
Distributable earnings (g) =(c+d-e+f) 97,600,301
Distribution items:
LessDividend (h)-cash- NT$0.55 per share (calculation based on the number (57,139,020)
of paid-in capital shares as of February 29, 2024)
Undistributed earnings at the end of the period (i)=(g-h) $ 40,461,281
  • (i). If there is any surplus in the annual financial statements, in addition to the tax payment, the Company shall first make up for the previous years' deficits and then set aside 10% of the legal reserve as legal reserve, provided that if the legal reserve has reached the amount of paid-in capital, it may not be set aside. After the special reserve has been appropriated or reversed in accordance with the law, it shall be retained or distributed together with the accumulated undistributed earnings of previous years by resolution of the shareholders' meeting.

  • (ii). For the 2023 earning distribution, it is intended to provide NT$ 57,139,020 to distribute cash dividends NT$0.55 per share, based on the paid-in capital 103,889,128 shares at the end of February 2024.

  • (II) Acknowledgment is respectfully requested.

-8-

Summary of shareholder inquiries: No inquiries were raised by shareholders.

Voting Results:

Shares represented at the time of voting: 62,156,836

Voting Result Propotion to the total represented shares
present
Votes in favor56,053,237 votes
(includinge-voting49,067,983 votes)
90.18%
Votes in against:31,189 votes
(includinge-voting31,189 votes)
0.05%
Votes in invalid6,072,410 votes
(includinge-voting6,072,410 votes)
9.76%
Votes abstained0 votes 0.00%

Resolved, the proposal was 90.18% of the votes in favor represented by the shareholders present, and the proposal for “2023 earnings distribution plan” be and hereby was accepted as proposed.

5. Extempore Motions : None

6. Adjournment : 10:00 a.m. on June 24, 2024

-9-

Attachments

Attachements 1.

Tex Year Industries Inc. Business Report

Dear shareholders, ladies and gentlemen:

In 2023, the confrontation between the two powers of the United States and China continues to intensify. In addition, the Russia-Ukraine war, the Israeli-Palestinian conflict, and the Red Sea crisis show no signs of ending. The continued geopolitical tensions have a huge negative impact on global economic growth and stability; However, at the end of the year, we received good news as high inflation in the United States finally began to slow down, and the Federal Reserve (FED) hinted at upcoming interest rate cuts, and the global economic outlook began to brighten.

The in the post-epidemic environment is significantly more complicated than before the period before the pandemic in 2019. Globalization is not dead, but the earth is no longer flat. In terms of global strategic layout, in the face of US-China confrontation, regional wars, rising interest rates, climate change, many factors such as national elections and technological innovation are beyond our ability to predict, so the future is still full of variables. After years of experience and response, Tex Year has developed strong flexibility and resilience to face these core challenges head-on. We have achieved good results in the deployment of global production and marketing bases, the technological development of emerging industry products, the response to raw material price fluctuations, and the collaborative development of the GPS green materials strategic cooperation platform. This year we have achieved the best results in recent years, and we are committed to sharing this success to our shareholders who have always supported us.

This year, Tex Year continues to increase its sales proportion in the mainland domestic market to reduce the impact of the recession on the European and American markets; it also continues to expand the research and development of green and sustainable products, and collaborates with upstream and downstream partners to specifically develop future sustainable products that meet customer needs. ; In the Indian region, we are working with our partners to expand and build new factories in India to cope with the high-growing demand in the region; in the development of specialized products, we have strengthened sales in the automotive industry including the new energy field; in the MD BU, we The transformation focuses on agency sales of high value-added dental products. The above measures have not only mitigated the impact of various adverse international factors, but also laid a solid foundation for the group's future development.

The climate change issue is both a crisis and a business opportunity for corporate development; we must use new thinking, new tools and new methods to convert future challenges into competitive advantages, anchor from the future to the present, seize opportunities, and lead market development through innovation and change. Based on the Group's "Sustainable Development Strategy Blueprint", Tex Year combines global R&D and operation management resources, and joins hands with upstream and

-10-

downstream strategic partners to create a "Green Materials Strategic Cooperation Platform" (Green Platform Strategy[R] , GPS), using the GPS platform to introduce cross-border Various types of cooperation in various fields and across borders help strategic partners navigate the new blue ocean of green materials and carbon reduction solutions; at the same time, we have established four major technology development platforms, including: green economy platform, bio-economy platform, circular economy platform and low-carbon economy platform; GPS members share international regulations and trends with each other, and collaborate to develop green and sustainable materials; a full range of green, sustainable and low-carbon products have successively obtained various types of international certifications, complying with future environmental protection and sustainable regulations and industry carbon neutral development trends; currently green The revenue ratio of materials products has pushed up to 86%. These are the niche markets that Tex Year will focus on in the future.

Over the past 47 years, Tex Year has focused on various types of green and low-carbon adhesive products, establishing 7 production bases and 5 R&D centers in Taiwan, Europe, India, Vietnam, Mainland China and other places, with a global layout to serve customers nearby, and through independent R&D and various types of technical cooperation provide Total Solutions for customers in different industries; looking to the future, comprehensively exploring the global market and leading the industry in developing green, innovative, sustainable, and carbon-reducing products are the goals of our continuous efforts.

In the practice of sustainable development of ESG (environment, society, governance), Tex Year has always responded to this issue with a very positive attitude and specific actions. In terms of green procurement, corporate governance, social care, and environmental protection, we have established the "Integrity Management Committee", "Corporate Sustainability Committee", "Salary and Remuneration Committee", "Information Security and Personal Information Committee", and "Environmental Safety and Health Committee" respectively. "Committee" and other cross-departmental units supervise and ensure that all aspects of The Company's operations are in line with the spirit of ESG and strike a balance between the interests of all parties involved.

Looking forward to 2024, although there are still many uncertainties in the global economy and industrial changes, we are still confident and ready, and we are an enterprise that upholds the core philosophy of Tex Year’s Management "Pursuing balanced development without end" and entrepreneurial spirit culture, to face the challenging operating environment, continue to enhance The Company's core competitiveness, and give full play to the flexibility of global operation management and teamwork, relying on the trust of customers in various regions and the joint efforts of various strategic partners to create operational excellence The good results bring better profits and sustainable development of The Company to all shareholders and employees, in response to the expectations of shareholders, employees, customers, society and other stakeholders for Tex Year.

Best wishes to you all good health and all the best

Chairman Hsiao, Hsiang-Chih

-11-

I. 2023 Operating Performance:

i. Implementation Outcome of Business Plans

Unit: All amounts in New Taiwan Dollars (Thousand), unless stated otherwise.

Increase or decrease
Item 2023 2022
(%)
Consolidated Revenue 3,310,758 3,655,955 (9.44)
Consolidated Operating Income 42,414 46,203 (8.20)
Consolidated Before Tax Income 110,288 50,838 116.94

ii. Budget Execution

Our company only sets internal budget goals and does not disclose financial forecast figures publicly. The estimated consolidated operating revenue for 2023 was NT$ 3,872,667 thousand, and the actual consolidated operating revenue was NT$ 3,310,758 thousand, with a budget achievement rate of 85.49%.

iii. Financial Revenue and Expenditure and Analysis of Profitability

2023
Item
(Consolidated)
Financial structure Debt to asset ratio (%) 50.57
Long term capital to property, plant and equipment ratio (%) 167.28
Solvency Current ratio (%) 142.47
Quick ratio (%) 101.26
Interest coverage ratio (times) 575.07
Profitability Return on assets (%) 2.54
Return on equity (%) 5.73
Pre-tax net profit to paid-in capital ratio (%) 10.63
Net profit ratio (%) 1.86
Earnings per share (NT$) 0.74

iv. Research and Development Status

  • (i) Technology Level and Research Development

There are three major targets for research and development: new products, new processes, and new industries, which are described as follows.

  • (A) Adhesive products:

  • a. Hot melt adhesive:

In line with sustainability, we actively develop environmentally friendly hot melt adhesives that are energy-saving, carbon-reducing, recyclable, and reduce plastic use. These adhesives can be used in industries such as home appliances, electronics, telecommunications, packaging, filters, medical materials, woodworking, DIY, bookbinding, and hygiene products.

We have also developed the BIONIS series of bio-based and biodegradable hot melt adhesives to achieve perfect sustainability, environmental protection and friendliness.

In addition, we have developed halogen-free flame-retardant hot melt adhesives that reduce greenhouse gas emissions and are environmentally friendly.

To meet the high-performance requirements of the automotive and mattress industries, we have developed special adhesive strips, low-temperature operation, high-

-12-

temperature resistance, low VOC emissions, and other hot melt adhesive products to expand our marketing areas, meet market demands, and improve our hot melt adhesive product line.

  • b. Water-based adhesive:

Develop environmentally friendly water-based adhesive that can replace solvent-based adhesives for tape, labels, packaging and other applications. It has the characteristics of fast processing, water resistance, low white mist, high temperature resistance, low temperature and low surface energy material adhesion.

c. Participate in the Ministry of Economic Affairs Technology Research and Development Project to develop sustainable and environmentally friendly hot melt adhesive products for the target industries of paper straw lamination and structural adhesive.

  • (B) Special chemical products:

  • i. UV-curing adhesive, PUR adhesive, adhesive for automated production of LCD

  • ii. panels, adhesive for LED UV curing.

  • iii. UV curing filling adhesive series for the carbon fiber composite industry.

  • iv. UV-curable coatings: high-matte UV-curable coating for PVC flooring, matte UV-curable coating for SPC flooring.

  • v. Specialty chemicals: low-odor two-component acrylic adhesive (SGA) that is userfriendly for industries such as speakers, optoelectronics, and motors.

  • vi. UV pressure-sensitive adhesive: solvent-free, high-value, and environmentally friendly UV pressure-sensitive adhesive with excellent temperature reliability that can be processed automatically.

  • (C) Filter materials:

  • i. Functional filter materials with antibacterial, antiviral, and anti-allergy properties.

  • ii. Chemical filters for the semiconductor industry.

iii. Low-resistance filter materials for professional respirators/masks.

  • iv. H14 and U15 high-efficiency low-resistance melt-blown filter materials for household air purifiers.

  • v. Filter materials for automotive air conditioning.

  • (ii) Educational and professional backgrounds of the Group's research and development personnel (December 31, 2023)

Item High School
Master (PhD) and University
Educational (Vocational Total
above (College)
Background School)
Number of People 26 23 0 49
Ratio (%) 53 47 0 100

II. Summary of 2024 operation plan

  • i. Strategy:

  • (i) Consider issues of concern to all stakeholders as important references for management guidelines and implementation plans, ensuring balanced and sustainable operations.

  • (ii) Focus on environmental protection, safety and health-related materials and solutions.

  • (iii) Focus on niche markets, promote the development of Tex Year’s brands, and jointly create customer value.

  • ii. Expected Sales Quantity and Basis: The expected sales quantity of the self-produced hot melt adhesive products for 2024 is approximately 34,553 metric tons. This estimate is based on past sales, future market supply and demand, and industry environment.

  • iii. Key Production and Sales Policies

-13-

  • (i) Promote the GPS green materials strategic cooperation platform and combine upstream and downstream strategic partners to collaboratively develop green materials and carbon reduction solutions.

  • (ii) Increase the global market share of Tex Year’s brand products.

  • (iii) Focus on the development of new energy vehicles and energy storage industries.

  • (iv) Use production bases in Vietnam and India to expand into the emerging ASEAN and South Asian markets.

  • (v) Integrate group resources, expand sales synergy, adopt division of labor and cooperation, globalize management, and pursue the best interests of the group.

  • (vi) Strengthen international marketing and domestic and overseas cooperation relationships, form an international distribution network, and increase market share.

  • (vii) Coordinate the group's procurement and production resources, reduce costs, and pursue sustainable development.

  • (viii) Form strategic alliances with international customers, supply and sell globally, and expand economic scale and product lines.

  • (ix) Use core technologies to develop high value-added products and strengthen new product business development.

  • (x) Improve production technology, reduce manufacturing costs, and rely on automation, energy-saving, and environmentally friendly processes.

  • (xi) Expand the breadth and depth of green and sustainable products through independent development and technical cooperation.

III. Future Company Development Strategy

“Endless pursuit of balanced development " is our business philosophy. We are committed to achieving a balanced development of the interests of shareholders, colleagues, and short-term and long-term interests.

IV. Impact of External Competitive, Regulatory, and Overall Business Environments

  • i. The two powers China and the United States continue to confront each other, and the region seeks new development; it continues to affect the international economic situation in the past three years; the Russia-Ukraine war has also expired for one year, and continues to have a severe impact on the regional situation; directly and indirectly causing the price of crude oil and related natural resources to skyrocket , continued inflation has also been pushed up further, and companies must be more capable of developing new products and passing on costs.

  • ii. The COP28 United Nations Climate Change Conference approved resolutions including "transformation away from fossil fuels"; related work such as accelerating, expanding the scale, and specifically promoting climate mitigation, climate financing, equitable transition, and even promoting global joint efforts.

  • iii. Environmental regulations in Taiwan and internationally are becoming increasingly strict in terms of green and environmental protection standards. Sustainable circular economy products and technologies are opportunities for future industrial transformation.

  • iv. The slowdown in mainland China's economic growth and the existence, abolition, or adjustment of the cross-strait ECFA will affect long-term development interests in the mainland.

  • v. The Russo-Ukrainian war caused huge inflation in Europe and the United States, which has now turned into a slow downward trend. The regional people's demand for non-essential consumer goods will begin to turn into a growth trend.

Chairman: Hsiang-Chih Hsiao President: Hsiao, Hsiang-Chih Accounting Manager: Kao, Chih-Wen

-14-

Attachements 2. : Audit Committee’s Review Report

TEX YEAR INDUSTRIES INC.

Audit Committees’ Review Report

Hereby approved

The audit Committee has examined the accompanying 2023 Business Report, earnings distribution plan, consolidated and individual financial statements of The Company, which have been audited by CPAs, Tsai Yu-Ling, and Chuang Pi-Yu of Deloitte Taiwan, and concluded that no irregularities were found. We hereby report as above in accordance with relevant laws and regulations.

Regards,

2024 General Meeting of Shareholders

Chairman of the Audit Committee

Wang, Chung-Ping

March 15, 2024

-15-

Attachements 3. : Consolidated Financial Statements and Independent Auditor’s Report

INDEPENDENT AUDITOR’S REVIEW REPORT

Audit Opinion

We have duly audited the consolidated balance sheet of Tex Year Industries Inc. and its subsidiaries as of December 31, 2023, and 2022, and the consolidated comprehensive income statement, consolidated statement of changes in equity and consolidated cash flow statement from January 1 to December 31, 2023 and 2022 as well as notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinion, based on our audits and the reports of the other auditors (see Other Matters), the consolidated financial statements referred to above have been prepared, in all material respects, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations and Interpretation Announcements issued by the Financial Supervisory Commission, and are fairly stated in terms of the consolidated financial position of Tex Year Industries Inc. and its subsidiaries as of December 31, 2023 and 2022, and the consolidated financial performance and consolidated cash flows for the years 2023 and 2022 from January 1 to December 31.

Basis of Audit Opinion

We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards. Our responsibility under these standards will be further explained in the paragraph of our responsibility to review the consolidated financial statements. The staff of the firm to which we are affiliated, who are subject to the independence regulation, have maintained superior independence from Tex Year and its subsidiaries in accordance with the Code of Ethics for Accountants, and have fulfilled other responsibilities under the Code. We believe that we have obtained sufficient and appropriate audit evidence to form the basis of our audit opinion.

Key Audit Matters

A key audit matter is one that, in our professional judgment, is material to the examination of the consolidated financial statements of Tex Year Industries Inc. and its subsidiaries for 2023. These matters have been considered in the process of examining the consolidated financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on these matters individually.

The key audit matters of the financial statements of Tex Year Industries Inc. and its subsidiaries for 2023 are summarized as follows:

Authenticity of sales revenue

The sales revenue of Tex Year Industries Inc. and its subsidiaries from selling products to specific customers in 2023 increased compared to the same period last year, which has a significant impact on the individual financial report’s sales revenue and financial performance of Tex Year Industries Inc.; therefore the authenticity of recognition of the sales revenue is listed as a key audit matter.

-16-

For the accounting policies and relevant disclosure information related to sales revenue, please refer to notes 4 (13), 25 and 37 to the consolidated financial report.

Our audit procedures for assessing the authenticity of the sales revenue in the course of the audit are as follows:

  1. Understand and test the effectiveness of the design and implementation of the internal control system related to the authenticity of sales revenue.

  2. Obtain on a sample basis the transaction documents of the aforementioned sales revenue, including sales orders, shipping documents and collection documents, to verify the authenticity of the sales revenue recognized.

Other Matters

The consolidated financial statements of Tex Year Enterprises, Inc. and its subsidiaries, certain subsidiaries and investment companies using the equity method have not been audited by us, but by other auditors. Accordingly, our opinion on the consolidated financial statements referred to above, which relates to the amounts included in the financial statements of certain subsidiaries and equitymethod investees and the related information disclosed in the notes, is based on the reports of other auditors. The total assets of these subsidiaries as of December 31, 2023 and 2022 were NT$456,285 thousand and NT$547,911 thousand, respectively, accounting for 15% and 17% of the total combined assets; net operating income from January 1 to December 31, 2023 and 2022 was NT$411,669 thousand and NT$495,183 thousand, respectively, representing 12% and 14% of the consolidated net operating income respectively. For these investments using the equity method, the balances on December 31, 2023 and 2022 were NT$5,143 thousand and NT$57,443 thousand respectively, representing 0.2% and 2% of the total assets, respectively. From January 1 to December 31, 2023 and 2022, the share of profit and loss of affiliates and joint ventures recognized by the equity method was losses of NT$874 thousand and gains of NT$1,087 thousand, respectively, accounting for (1%)and 2% of the consolidated net profit before tax respectively.

Tex Year Industries Inc. has prepared its individual financial reports for 2023 and 2022, and we have issued the audit report with unqualified opinions and notes on other matters for reference.

Responsibility of Management and Governance Unit to Consolidated Financial Statements

The responsibility of management is to prepare consolidated financial statements that present fairly the financial position of The Company in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations and Interpretations issued by the Financial Supervisory Commission, and to maintain such internal control relevant to the preparation of consolidated financial statements as 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's responsibility also includes assessing Tex Year Industries Inc. and its subsidiaries' ability to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate Tex Year Industries Inc. and its subsidiaries or to cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance units (the audit committee) of Tex Year and its subsidiaries are responsible for overseeing the financial reporting process.

Responsibility of Accountants Auditing Consolidated Financial Statements

-17-

The purpose of our audit is to obtain reasonable assurance about whether the consolidated financial statements taken as a whole are free from material misstatement, whether due to fraud or error, and to issue a report thereon. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in the consolidated financial statements will be detected. Misrepresentation may be the result of fraud or error. Individual amounts or aggregates that are not true are considered material if they could reasonably be expected to affect the economic decisions made by users of the consolidated financial statements.

We conducted our audit in accordance with generally accepted auditing standards, exercising our professional judgment and maintaining our professional skepticism. We also perform the following tasks.

  1. Identify and assess the risks of material misstatement of the consolidated financial statements arising from fraud or error; design and implement appropriate responses to the risks assessed; and obtain sufficient and appropriate evidence to provide a basis for an audit opinion. Because fraud may involve conspiracy, forgery, intentional omission, misrepresentation or a breach of internal control, the risk of not detecting material misstatement due to fraud is higher than that due to error.

  2. We obtained an understanding of the internal control relevant to our 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 Tex Year Enterprises, Inc. and its subsidiaries' internal control.

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

  4. Based on the evidence obtained, we have made a conclusion on the appropriateness of management's adoption of the going concern basis of accounting and whether there is any material uncertainty about the events or circumstances that may cast significant doubt on the ability of Tex Year Enterprises, Inc. and its subsidiaries to continue as a going concern. If we believe that there is a material uncertainty about such events or conditions, we should draw the attention of users of the consolidated financial statements to the relevant disclosures in the audit report or revise our audit opinion if such disclosures are inappropriate. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause Tex Year Industries Inc. and its subsidiaries to cease to have the ability to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the related notes, and whether the consolidated financial statements present fairly the related transactions and events.

  6. We obtained sufficient and appropriate audit evidence on the financial information of the constituent entities of the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and execution of the Group's audits, and for forming an opinion on the Group's audits.

We will communicate with the governance unit regarding the scope and timing of the planned audit and significant audit findings, including significant deficiencies in internal control identified during the audit.

We also provide the governing body with a statement that the independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Accountants with respect

-18-

to independence, and communicate with the governing body about all relationships and other matters (including related safeguards) that may be considered to affect the accountant's independence.

From the matters communicated with the governance unit, we decided on the key audit items for the audit of the annual consolidated financial statements of Tex Year Industries Inc. and its subsidiaries for 2023. We identified those matters in our auditor's report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, where we decided not to communicate those matters in our auditor's report because the negative effect of such communication could reasonably be expected to outweigh the public interest that would be served.

Deloitte & Touche Taipei, Taiwan Republic of China Yu-Ling Tsai, CPA

Pi-Yu Chuang, CPA

Financial Supervisory Commission approval number Jin-Guan-Cheng-Shen Zi No. 1100356048

Financial Supervisory Commission approval number Jin-Guan-Cheng-Shen Zi No. 1070323246

March 15, 2024

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

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.

-19-

Tex Year Industries Inc. and Subsidiaries

Consolidated Balance Sheet

December 31, 2023 and 2022

In thousand of New Taiwan Dollars. In thousand of New Taiwan Dollars.
December 31,2023 December 31,2022
Code Asset Amount % Amount %
Current Assets
1100 Cash and cash equivalents (notes 3, 4 and 6) $522,197
17 $557,220
17
1110 Current financial assets at fair value through profit or loss (notes 4, 7 and 19) 30,393
1 52,919
2
1136 Non-current financial assets measured at cost after amortization (notes 4, 9 and 33) 21,450
1 1,079 -
1150 Notes receivable, net (notes 4, 5 and 10) 29,984
1 18,901 -
1170 Accounts receivable, net (notes 4, 5 and 10) 573,063
19 624,430
19
1180 Accounts receivable due from related parties, net (notes 4, 5, 10 and 32) 56,966
2 44,183
1
1200 Other receivables (notes 4 and 10) 11,412
1 8,992 -
1210 Other receivables due from related parties (notes 4, 10 and 32) 6,419 - 676 -
130X Current inventories (notes 4, 5, 11 and 33) 489,550
16 659,902
20
1470 Other current assets (note 17) 38,505
1 32,061
1
11XX Total current assets 1,779,939
59 2,000,363
60
Non-current assets
1510 Non-current Financial assets at fair value through profit or loss (notes 4 and 7) 23,476
1 13,727
1
1535 Financial assets measured at cost after amortization - non-current (notes 4, 9 and 33) 40,000
1 - -
1550 Investment under the equity method (note 4 and 13) 42,440
1 91,060
3
1600 Property, plant and equipment (notes 4, 5, 14 and 33) 976,708
33 1,026,844
31
1755 Right-of-use assets (notes 4 and 15) 76,263
3 77,481
2
1780 Intangible assets (notes 4, 5 and 16) 12,669 - 13,023 -
1840 Deferred tax assets (notes 4 and 27) 30,510
1 36,956
1
1915 Advance payment for equipment 9,572 - 36,457
1
1990 Other non-current assets (note 10 and 17) 17,282
1 15,060
1
15XX Total non-current assets 1,228,920
41 1,310,608
40
1XXX Total assets $3,008,859
100 $3,310,971
100
Code Liabilities and equity
Current liabilities
2100 Short-term borrowings (notes 18 and 33) $486,023
16 $754,839
23
2170 Accounts payable (note 20) 293,391
10 312,661
9
2180 Accounts payable - related parties (notes 20 and 32) 14 - - -
2200 Other payables (note 21) 159,378
5 127,497
4
2220 Other payables - related parties (note 32) 39 - - -
2230 Current tax liabilities (notes 4 and 27) 32,470
1 27,497
1
2250 Current provisions (notes 4 and 22) - - 181 -
2280 Current lease liabilities (notes 4 and 15) 6,237 - 5,852 -
2320 Current portion of long-term borrowings and corporate bonds payable (notes 18, 19
and 33) 195,945
7 91,391
3
2399 Other current liabilities, others (note 21) 75,848
3 50,379
1
21XX Total current liabilities 1,249,345
42 1,370,297
41
Non-current liabilities
2530 Corporate bonds payable (note 19) - - 148,085
5
2540 Long term borrowings (notes 18 and 33) 157,506
5 232,211
7
2570 Deferred income tax liabilities (notes 4 and 27) 81,874
3 81,607
2
2580 Non-current lease liabilities (notes 4 and 15) 6,819 - 5,572 -
2630 Non-current deferred income (notes 4 and 29) 1,778 - 2,035 -
2640 Net defined benefit liability, non-current (notes 4 and 23) 23,422
1 25,153
1
2670 Other non-current liabilities (note 21)
764

-

337

-
25XX Total non-current liabilities 272,163
9 495,000
15
2XXX Total Liabilities 1,521,508
51 1,865,297
56
Equity attributable to owners of the Company (notes 4, 8, 12, 13, 19, 23, 24, 27 and 31)
Share capital
3110 Common stock 1,037,563
34 1,033,548
31
3130 Certificates of rights to exchange bonds for shares
-

-
4,015

-
3100 Total share capital 1,037,563
34 1,037,563
31
3200 Capital from retained earnings 80,767
3 80,531
3
Retained earnings
3310 Legal reserve 138,235
5 135,480
4
3320 Special reserve 97,894
3 118,648
4
3350 Undistributed earnings 106,614
3 34,254
1
3300 Total retained earnings 342,743
11 288,382
9
Other equity interest
3410 Foreign operating institute Translation of financial statements Exchange differences ( 86,810 )
( 3 ) ( 85,308 )
( 3 )
3420 Unrealised gains (losses) from financial assets measured at fair value through other
comprehensive income (12,586)

-
(12,586)

-
3400 Total other equity interest (99,396)
(3) (97,894)
(3)
31XX Total owner's equity of The Company 1,361,677
45 1,308,582
40
36XX Non-controlling interests 125,674
4 137,092
4
3XXX Total equity 1,487,351
49 1,445,674
44
Total liabilities and equity $3,008,859
100 $3,310,971
100

The accompanying notes are an integral part of the consolidated financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao

President: Hsiang-Chih Hsiao

Accounting Manager: Kao, Chih-Wen

-20-

Tex Year Industries Inc. and Subsidiaries

Consolidated Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

In thousand of New Taiwan Dollars, Except earnings per share.

Code
Operating revenue (notes 4, 25, 32 and
37)
4110
Total operating income

4170
Less: sales return
4190
Less: sales discount

4000
Net operating income
Operating costs (notes 4, 5, 11, 14, 22,
23, 26 and 32)
5110
Total cost of sales

5900
Gross profit from operations
5910
Unrealized profit (loss) from sales (note
4)
5950
Gross profit from operations

Operating expenses (notes 4, 5, 10, 16,
23, 26 and 32)
6100
Marketing expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected Credit Impairment (gain
on reversal of impairment) Loss
6000
Total operating expenses

6900
Net-operating income
2023 %
101

1
-

100
80

20
-

20

11
5
3
-

19

1
2022
Amount
$ 3,343,179

31,772
649

3,310,758

2,653,870

656,888
50)

656,838

359,606
168,457
99,594
1,009)

626,648

30,190
Amount
$ 3,694,564

38,609
-

3,655,955

3,012,746

643,209
43

643,252

354,386
145,167
87,264
10,232

597,049

46,203
%



(

(
























101
1
-
100
82
18
-
18
10
4
2
-
16
2

(Continue)

-21-

(Continue)

Code
Non-operating income and expenses
7060
Share of profit (loss) of associates
and joint ventures accounted for
using equity method, net (notes
4 and 13)
7100
Interest income (notes 4 and 26)
7010
Other income (notes 4, 26, 29 and
32)
7020
Other gains and losses (notes 4, 14
and 26)
7590
Miscellaneous disbursements

7510
Financial cost (notes 4, 18, 19 and
26)
7220
Gains on disposal of investment
(notes 4 and 13)
7230
Net foreign exchange gains (notes
4 and 35)
7000
Total non-operating income
and expenses
7900
Net profit before tax
7950
Income tax expense (notes 4 and 27)

8200
Net profit of the current period

Other comprehensive income (notes 4,
8, 12, 13, 23 and 27)
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Gains (losses) on
remeasurements of
defined benefit plans
8349
Income tax related to
components of other
comprehensive income
that will not be reclassified
to profit or loss
8310

(Continue)
2023 %

-

-
1
-

-


1 )
2
-

2

3
1

2


-
-

-
2022
Amount
$ 716 )
13,271
32,156
4,105

6,519 )

23,215 )
60,801
215

80,098

110,288
48,736

61,552


1,692 )
338

1,354)
Amount
$ 7,289 )
5,204
15,238
1,561

6,017 )

22,004 )
-
17,942

4,635

50,838
25,476

25,362

9,145
1,829)

7,316
%
(
(
(




(

(


(






(
(
(




(


(






-
-
-
-

-

1 )
-
1
-
2
1
1
-
-
-

-22-

(Continue)

Code
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8361
Foreign operating institute
Translation of financial
statements Exchange
differences
8370
Share of other
comprehensive income of
associates and joint
ventures accounted for
using equity method,
components of other
comprehensive income
that will be reclassified to
profit or loss
8399
Income tax related to
components of other
comprehensive income
that will be reclassified to
profit or loss
8360

8300
Total other comprehensive
income
8500
Total comprehensive income

Net profit (loss) attributable to:
8610
owners of The Company

8620
Non-controlling interests

8600

Total comprehensive income
attributable to
8710
owners of The Company

8720
Non-controlling interests

8700

Earnings per share (note 28)
9710
Basic

9810
Dilute
2023 %
-


-
-

-

-

2

2

-

2

2

-

2


2022
Amount
$ 3,805

295 )
375

3,885

2,531

$ 64,083

$ 76,466
14,914)

$ 61,552

$ 73,610
9,527)

$ 64,083

$ 0.74
$ 0.68
Amount
$ 30,805
878
7,827)

23,856

31,172

$ 56,534

$ 20,238
5,124

$ 25,362

$ 48,308
8,226

$ 56,534

$ 0.20
$ 0.19
%

(





(


(











(

















1
-
-
1
1
2
1
-
1
2
-
2

The accompanying notes are an integral part of the consolidated financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao President: Hsiao, Hsiang-Chih Accounting Manager: Kao, Chih-Wen

-23-

Tex Year Industries Inc. and Subsidiaries

Consolidated Statement of Changes in Equity

January 1 to December 31, 2023 and 2022

In thousand of New Taiwan Dollars.

Equity attributable to owners of the Company (notes 4, 8, 12, 13, 19, 23, 24, 27 and 31)

Code
A1
Balance on January 1, 2022
O1
Changes in non-controlling interests
Appropriation and distribution of retained earnings
for 2021
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
I1
Conversion of convertible bonds
I3
Conversion of bond conversion rights into share
capital
D1
Profit in 2022
D3
Other comprehensive income after tax in 2022
D5
Total comprehensive income in 2022
Z1
Balance on December 31, 2022
O1
Changes in non-controlling interests
Appropriation and distribution of retained earnings
for 2022
B1
Legal reserve appropriated
B3
Special reserve reversed
B5
Cash dividends of ordinary share
M7
Changes in ownership of equity of subsidiaries
I3
Conversion of bond conversion rights into share
capital
D1
Profit in 2023
D3
Other comprehensive income after tax in 2023
D5
Total comprehensive income in 2023
T1
Change in non-controlling interests
Z1
Balance on December 31, 2023
Share capital
Common stock
Certificates of rights
to exchange bonds for
shares
$979,327
$150
-
-
-
-
-
-
-
-
54,071
4,015
150
(
150
)
-
-

-

-

-

-
1,033,548
4,015
-
-
-
-
-
-
-
-
-
-
4,015
(
4,015 )
-
-

-

-

-

-

-

-
$1,037,563
$ -
Capital from retained
earnings
$58,677
-
-
-
-
21,854
-
-

-

-
80,531
-
-
-
-
236
-
-

-

-

-
$80,767
Retained earnings Undistributed
earnings
$38,176
-
(
2,980 )
(
7,869 )
(
20,627 )
-
-
20,238
7,316
27,554
34,254
-
(
2,755 )
20,754
(
20,751 )
-
-
76,466
(
1,354)
75,112

-
$106,614
Other equityitems
Foreign operating
institute Translation
of financial
statements Exchange
differences
Unrealised gains
(losses) from financial
assets measured at
fair value through
other comprehensive
income
(
$106,062
)
(
$12,586 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,754

-
20,754

-
(
85,308 )
(
12,586 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
1,502)

-
(
1,502)

-

-

-
(
$86,810)
(
$12,586)
Other equityitems
Foreign operating
institute Translation
of financial
statements Exchange
differences
Unrealised gains
(losses) from financial
assets measured at
fair value through
other comprehensive
income
(
$106,062
)
(
$12,586 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,754

-
20,754

-
(
85,308 )
(
12,586 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
1,502)

-
(
1,502)

-

-

-
(
$86,810)
(
$12,586)
Non-controlling
interests
(notes 4 and 12)
$142,498
(
13,632 )
-
-
-
-
-
5,124
3,102
8,226
137,092
(
1,313 )
-
-
-
(
236
)
-
(
14,914 )
5,387
(
9,527)
(
342
)
$125,674
Total equity
Foreign operating
institute Translation
of financial
statements Exchange
differences
(
$106,062
)
-
-
-
-
-
-
-
20,754
20,754
(
85,308 )
-
-
-
-
-
-
-
(
1,502)
(
1,502)

-
(
$86,810)
Common stock
$979,327
-
-
-
-
54,071
150
-

-

-
1,033,548
-
-
-
-
-
4,015
-

-

-

-
$1,037,563
Legal reserve
$132,500
-
2,980
-
-
-
-
-

-

-
135,480
-
2,755
-
-
-
-
-

-

-

-
$138,235
Special reserve
$110,779
-
-
7,869
-
-
-
-

-

-
118,648
-
-
(
20,754 )
-
-
-
-

-

-

-
$97,894




























































(


(



(


























$1,343,459
(
13,632 )
-
-
(
20,627 )
79,940
-
25,362
31,172
56,534
1,445,674
(
1,313 )
-
-
(
20,751 )
-
-
61,552
2,531
64,083
(
342
)
$1,487,351
(
(
(
(

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao

President: Hsiao, Hsiang-Chih

Accounting Manager: Kao, Chih-Wen

-24-

Tex Year Industries Inc. and Subsidiaries

Consolidated Cash Flow Statement

January 1 to December 31, 2023 and 2022

In thousand of New Taiwan Dollars.

Code
Cash flow from business activities
A00010
Profit from continuing operations before tax
A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expenses
A20200
Amortization expenses
A20300
Expected Credit Impairment (gain on
reversal of impairment) Loss
A20400
Net loss (profit) on financial assets and
liabilities at fair value through profit or
loss
A20900
Finance costs
A21200
Interest income
A21300
Dividend income
A22300
Share of Income From Affiliates and Joint
Venture Accounted for Using the
Equity Method
A22900
Proceeds from disposal of lease
agreement benefits
A22500
Proceeds from disposal of property,
plant and equipment
A23200
Gains on disposal of investment
A23800
Impairment loss on non-financial assets
A23700
Impairment loss of property, plant and
equipment and intangible assets
A23900
Unrealized (realized) Gain From Joint
Ventures
A24100
Unrealized foreign exchange loss (gain)
A29900
Reversal of Refund Liabilities
A29900
Deferred income reversed (appropriated)
A30000
Changes in operating assets and liabilities
A31115
Financial instruments measured at fair
value through the income statement
A31130
Notes receivable
A31150
Accounts receivable
2023
$ 110,288
101,192
7,439
(
1,009 )
(
2,886 )
23,215
(
13,271 )
(
570 )
716
(
42 )
(
1,219 )
(
60,801 )

3,698
37,808
50
4,742
(
181 )

1,092
21,836
(
11,083 )
50,233
2022
$ 50,838
96,660
7,413
10,232
1,687
22,004
(
5,204 )
-
7,289
(
19 )
(
3,364 )
-
13,776
116
(
43 )
(
599 )
(
877 )
(
1,732 )
6,763
7,724
9,238

(Continue)

-25-

(Continue)

Code
A31160
Accounts receivable due from related
parties
A31180
Other receivables
A31190
Other receivables - related party
A31200
Inventories
A31240
Other current assets
A32150
Accounts payable
A32160
Accounts payable - related parties
A32180
Other payable
A32190
Other payables - related parties
A32230
Other current liabilities
A32240
Net defined benefit liabilities – non-
current
A33000
Cash inflow generated from operations
A33100
Interest received
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash flow from operating activities
Cash flows from (used in) investing activities
B00040
Acquisition of financial assets measured at
cost after amortization
B00100
Acquisition of financial assets measured at fair
value through income statement
B00200
Disposal of financial assets at fair value
through profit or loss
B01900
Acquisition of investment by the equity
method
B02300
Net cash inflow from disposal of joint venture
B02700
Acquisition of property, plant and equipment
B02800
Proceeds From Disposal of Property, Plants,
and Equipment
B04500
Acquisition of intangible assets
B06700
Increase in other non-current assets
B07100
Increase in prepayments for business facilities
B07600
Dividend received
B07600
Dividends received
BBBB
Net cash outflow from investment
activities
Cash flow from financing activities
C00100
Increase (decrease) in short-term loans
C01600
Long-term loans
(Continue)
2023

14,809 )

2,524 )

171 )
166,720

6,444 )

18,363 )
14
29,633
39
24,153
3,423)
446,072
12,729

21,221 )
36,337)
401,243

60,374 )

7,000 )
187

1,321 )
92,548

30,214 )
4,407

4,713 )

3,398 )

21,984 )
570
7,900
23,392)

268,816 )
-
2022
(
(
(
(
(
(
(
(

(
(
(


(
(
(

(

(
(
(
(
(
(
(
(
(

(
(
(
(
(
(
(

(

20,168 )
5,452

178 )
19,921
41,176

157,006 )
-

5,683 )
-
6,430
3,588)
108,258
4,945

19,955 )
8,669)
84,579

1,083 )

8,000 )
-

11,063 )
-

52,949 )
4,359

2,259 )

3,123 )

35,647 )
-
-
109,765)
169,946
68,000

-26-

(Continue)

Code
C01700
Repayment of long-term loans
C04020
Repayments of the principal of lease liabilities
C04400
Increase (decrease) in other non-current
liabilities
C04500
Cash dividends paid
C05800
Change in non-controlling interests
C09900
Cash dividends from non-controlling interests
paid
CCCC
Net cash flows from (used in) financing
activities
DDDD
Effect of exchange rate changes on cash and cash
equivalents
EEEE
Increase (decrease) in cash and cash equivalents
E00100 Cash and cash equivalents at the beginning of
period (note 3)
E00200 Cash and cash equivalents at the end of period
(note 3)
2023

122,303 )

9,301 )
427

20,751 )

342 )

1,313)

422,399)
9,525
$ 35,023 )
557,220
$ 522,197
2022
(

(
(
(
(
(


(

(
(
(
(
(





83,090 )

6,863 )

1,592 )

20,627 )
-
13,632)
112,142
23,695
$ 110,651
446,569
$ 557,220

The accompanying notes are an integral part of the consolidated financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao

President: Hsiao, Hsiang-Chih

Accounting Manager: Kao, Chih-Wen

-27-

Attachements 4. : Individual Financial Statements and Independent Auditor’s Repor t

INDEPENDENT AUDITOR’S REVIEW REPORT

Tex Year Industries Inc.:

Audit Opinion

We have duly audited the individual balance sheet of Tex Year Industries Inc. as of December 31, 2023, and 2022, and the individual comprehensive income statement, individual statement of changes in equity and individual cash flow statement from January 1 to December 31, 2023 and 2022, as well as notes to the individual financial statements (including the summary of significant accounting policies).

In our opinion, based on our audits and the reports of the other auditors (see Other Matters), the individual financial statements referred to above have been prepared, in all material respects, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are fairly stated in terms of the individual financial position of Tex Year Industries Inc. as of December 31, 2023 and 2022, and the individual financial performance and individual cash flows for 2023 and 2022 from January 1 to December 31.

Basis of Audit Opinion

We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards. Our responsibility under these standards will be further explained in the paragraph of our responsibility to review the individual financial statements. The staff of the firm to which we are affiliated, who are subject to the independence regulation, have maintained superior independence from Tex Year in accordance with the Code of Ethics for Accountants, and have fulfilled other responsibilities under the Code. We believe that we have obtained sufficient and appropriate audit evidence to form the basis of our audit opinion.

Key Audit Matters

A key audit matter is one that, in our professional judgment, is material to the examination of the individual financial statements of Tex Year Industries Inc. for 2023. These matters have been considered in the process of examining the individual financial statements taken as a whole and forming an opinion thereon, and we do not express an opinion on these matters individually.

The key audit matters of the financial statements of Tex Year Industries Inc. for 2023 are summarized as follows:

Authenticity of sales revenue

The sales revenue of Tex Year Industries Inc. from selling products to specific customers in 2023 increased compared to the same period last year, which has a significant impact on the individual financial

-28-

report’s sales revenue and financial performance of Tex Year Industries Inc.; therefore the authenticity of recognition of the sales revenue is listed as a key audit matter.

For the accounting policies and relevant disclosure information related to sales revenue, please refer to notes 4 (13) and 24 to the individual financial report.

Our audit procedures for assessing the authenticity of the sales revenue in the course of the audit are as follows:

  1. Understand and test the effectiveness of the design and implementation of the internal control system related to the authenticity of sales revenue.

  2. Obtain on a sample basis the transaction documents of the aforementioned sales revenue, including sales orders, shipping documents and collection documents, to verify the authenticity of the sales revenue recognized.

Other Matters

The individual financial statements of Tex Year Enterprises, Inc. and its subsidiaries, certain subsidiaries and investment companies using the equity method have not been audited by us, but by other auditors. Accordingly, our opinion on the financial statements referred to above is based on our review of the amounts and disclosures in the notes to the financial statements of certain investees in respect of investments accounted for using the equity method. For these investments using the equity method, the balances of December 31, 2023 and 2022 were NT$267,039 thousand and NT$333,809 thousand respectively, representing 11% and 12% of the total assets, respectively. From January 1 to December 31, 2023 and 2022, the share of joint venture profit and loss recognized using the equity method was NT$16,952 thousand and NT$494 thousand, respectively, accounting for (18%) and 1% of the net profit before tax, respectively.

-29-

Responsibility of Management and Governance Unit to Individual Financial Statements

Management’s responsibility is to prepare fairly presented financial statements in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and to maintain such internal control relevant to the preparation of financial statements as is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the individual financial statements, management’s responsibility also includes assessing Tex Year Industries Inc. ability to continue as a going concern, the disclosure of related matters, and the adoption of the going concern basis of accounting, unless management intends to liquidate Tex Year Industries Inc. or cease operations, or there is no practical alternative to liquidation or cessation of operations.

The governance unit (the audit committee) of Tex Year Industries Inc. is responsible for overseeing the financial reporting process.

Responsibility of Accountants Auditing Individual Financial Statements

The purpose of our audit is to obtain reasonable assurance about whether the individual financial statements taken as a whole are free from material misstatement, whether due to fraud or error, and to issue a report thereon. Reasonable assurance refers to high assurance. However, an audit performed in accordance with generally accepted auditing standards does not provide assurance that material misstatements in the individual financial statements will be detected. Misrepresentation may be the result of fraud or error. Individual amounts or aggregates that are not true are considered material if they could reasonably be expected to affect the economic decisions made by users of the individual financial statements.

We conducted our audit in accordance with generally accepted auditing standards, exercising our professional judgment and maintaining our professional skepticism. We also perform the following tasks.

  1. Identify and assess the risks of material misstatement of the individual financial statements arising from fraud or error; design and implement appropriate responses to the risks assessed; and obtain sufficient and appropriate evidence to provide a basis for an audit opinion. Because fraud may involve conspiracy, forgery, intentional omission, misrepresentation or a breach of internal control, the risk of not detecting material misstatement due to fraud is higher than that due to error.

  2. We obtained an understanding of the internal control relevant to our 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 Tex Year Industries Inc. internal control.

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

  4. Based on the evidence obtained, we have made a conclusion on the appropriateness of management’s adoption of the going concern basis of accounting and whether there is any material uncertainty about the events or circumstances that may cast significant doubt on the ability of Tex Year Industries Inc. to continue as a going concern. If we believe that there is a material uncertainty about such events or conditions, we should draw the attention of users of the individual financial statements to the relevant disclosures in the audit report or revise our audit opinion if such

-30-

disclosures are inappropriate. Our conclusion is based on the audit evidence obtained up to the date of the audit report. However, future events or circumstances may cause Tex Year Industries Inc. and its subsidiaries to cease to have the ability to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the related notes, and whether the individual financial statements present fairly the related transactions and events.

  2. We obtained sufficient and appropriate audit evidence on the financial information of the constituent entities of the Group to express an opinion on the individual financial statements. We are responsible for the direction, supervision and execution of The Company’s audits, and for forming an opinion on The Company’s audits.

We will communicate with the governance unit regarding the scope and timing of the planned audit and significant audit findings, including significant deficiencies in internal control identified during the audit.

We also provide the governing body with a statement that the independence-regulated personnel of the firm to which we are affiliated have complied with the Code of Ethics for Accountants with respect to independence, and communicate with the governing body about all relationships and other matters (including related safeguards) that may be considered to affect the accountant's independence.

From the matters communicated with the governance unit, we decided on the key audit matters for the audit of the annual individual financial statements of Tex Year Industries Inc. for 2023. We identified those matters in our auditor’s report, except for those matters that are not permitted by law to be disclosed publicly or, in the rarest of circumstances, where we decided not to communicate those matters in our auditor’s report because the negative effect of such communication could reasonably be expected to outweigh the public interest that would be served.

Deloitte & Touche Taipei, Taiwan Republic of China

Yu-Ling Tsai, CPA

Pi-Yu Chuang, CPA

Financial Supervisory Commission approval number Jin-Guan-Cheng-Shen Zi No. 1100356048

Financial Supervisory Commission approval number

Jin-Guan-Cheng-Shen Zi No. 1070323246

March 15, 2024

-31-

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

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.

-32-

Tex Year Industries Inc.

Individual Balance Sheet

December 31, 2023 and 2022

In thousand of New Taiwan Dollars.

December 31,2023 December 31,2022
Code Asset Amount % Amount %
Current Assets
1100 Cash and cash equivalents (notes 3, 4 and 6) $233,610
9 $302,207
11
1110 Current financial assets at fair value through profit or loss (notes 4, 7 and 18) -
- 50
-
1150 Notes receivable, net (notes 4, 5 and 10) 14,549
1 13,846
1
1170 Accounts receivable, net (notes 4, 5 and 10) 155,429
6 158,642
6
1180 Accounts receivable due from related parties, net (notes 4, 5, 10 and 31) 94,877
4 154,496
6
1200 Other receivables (notes 4 and 10) 3,989
- 2,873
-
1210 Other receivables due from related parties (notes 4, 10 and 31) 34,273
1 42,625
2
130X Current inventories (notes 4 and 11) 167,742
7 173,579
6
1470 Other current assets (note 16) 8,599
- 11,219
-
11XX Total current assets 713,068
28 859,537
32
Non-current assets
1510 Non-current Financial assets at fair value through profit or loss (notes 4 and 7) 23,476
1 13,727
1
1535 Financial assets measured at cost after amortization - non-current (notes 4, 9 and
32) 40,000
2 -
-
1550 Investment under the equity method (note 4, 5 and 12) 1,201,596
47 1,237,440
45
1600 Property, plant and equipment (notes 4, 13 and 32) 513,378
20 536,703
20
1755 Right-of-use assets (notes 4 and 14) 2,506
- 4,595
-
1780 Other intangible assets, net (notes 4 and 15) 7,834
- 7,187
-
1840 Deferred tax assets (notes 4 and 26) 28,609
1 32,654
1
1990 Other non-current assets, others (note 10 and 16) 8,891
1 28,347
1
15XX Total non-current assets 1,826,290
72 1,860,653
68
1XXX Total assets $2,539,358
100 $2,720,190
100
Code Liabilities and equity
Current liabilities
2100 Current borrowings (note 17) $388,000
15 $596,412
22
2170 Accounts payable (note 19) 126,039
5 144,662
5
2180 Accounts payable to related parties (notes 19 and 31) 28,719
1 9,142
-
2200 Other payables (note 20) 101,694
4 76,553
3
2220 Other payables to related parties (note 31) 39
- -
-
2230 Current tax liabilities (notes 4 and 26) 25,350
1 19,498
1
2250 Current provisions (notes 4 and 21) -
- 181
-
2280 Current lease liabilities (notes 4 and 14) 1,053
- 2,021
-
2320 Long-term borrowings and corporate bonds payable - current portion (notes 17, 18
and 32) 195,945
8 87,827
3
2399 Other current liabilities, others (note 20) 54,444
2 22,594
1
21XX Total current liabilities 921,283
36 958,890
35
Non-current liabilities
2530 Corporate bonds payable (notes 4 and 18) -
- 148,085
5
2540 Long-term borrowings (notes 17 and 32) 157,506
6 203,994
8
2570 Deferred tax liabilities (notes 4 and 26) 73,973
3 72,912
3
2580 Non-current lease liabilities (notes 4 and 14) 1,385
- 2,437
-
2640 Net defined benefit liability, non-current (notes 4 and 22) 23,422
1 25,153
1
2670 Other non-current liabilities, others (note 20)
112
-
137
-
25XX Total non-current liabilities 256,398
10 452,718
17
2XXX Total Liabilities 1,177,681
46 1,411,608
52
Equity (notes 4, 8, 18, 22, 23 and 26)
Share capital
3110 Common stock 1,037,563
41 1,033,548
38
3130 Certificates of rights to exchange bonds for shares
-
- 4,015
-
3100 Total Share Capital 1,037,563
41 1,037,563
38
3200 Capital from retained earnings 80,767
3 80,531
3
Retained earnings
3310 Legal reserve 138,235
6 135,480
5
3320 Special reserve 97,894
4 118,648
5
3350 Undistributed earnings 106,614
4 34,254
1
3300 Total retained earnings 342,743
14 288,382
11
Other equity interest
3410 Foreign operating institute Translation of financial statements Exchange
differences ( 86,810 )
( 3 ) ( 85,308 )
( 3 )
3420 Unrealised gains (losses) from financial assets measured at fair value through
other comprehensive income (12,586)
(1) (12,586)
(1)
3400 Total other equity interest (99,396)
(4) (97,894)
(4)
3XXX Total equity 1,361,677
54 1,308,582
48
Total liabilities and equity $2,539,358
100 $2,720,190
100

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao

President: Hsiang-Chih Hsiao

Accounting Manager: Kao, Chih-Wen

-33-

Tex Year Industries Inc.

Individual Statement of Comprehensive Income

January 1 to December 31, 2023 and 2022

In thousand of New Taiwan Dollars, Except earnings per share.

Code
Operating revenue (notes 4, 24 and 31)
4110
Total operating income

4170
Less: sales return

4190
Less: sales discount

4000
Net operating income
Operating costs (notes 4, 5, 11, 21, 22,
25 and 31)
5110
Total cost of sales

5900
Gross profit from operations
5910
Realized (unrealized) gains from
subsidiaries and joint ventures (note
4)
5950
Gross profit from operations

Operating expenses (notes 4, 5, 10, 15,
22, 25 and 31)
6100
Marketing expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected Credit Impairment (gain
on reversal of impairment)
Loss
6000
Total operating expenses

6900
Net operating income (loss)
2023 %
100


-

-

100
78

22
-

22

10
7
4
-

21

1
2022
Amount
$ 1,263,022


3,831 )
642)

1,258,549

985,429

273,120
6,701

279,821

122,629
91,335
59,444
1,124)

272,284

7,537
Amount
$ 1,621,808


5,955 )
-

1,615,853

1,347,626

268,227
688)

267,539

139,733
75,939
47,908
4,596

268,176

637)
%


(
(



(











(


(



(









100

-
-
100
83
17
-
17
9
5
3
-
17
-

(Continue)

-34-

(Continue)

Code
Non-operating income and expenses
7060
Share of profit of associates and
joint ventures accounted for
using equity method, net
(notes 4 and 12)
7100
Interest income (notes 4 and 25)
7010
Other income (notes 4, 25, 28
and 31)
7020
Other gains and losses (notes 4,
13 and 25)
7510
Finance costs (notes 4, 17, 18 and
25)
7590
Miscellaneous disbursements

7630
Foreign exchange gains -
net(notes 4 and 34)
7000
Total non-operating income
and expenses
7900
Net profit before tax
7950
Income tax expense (notes 4 and 26)

8200
Net profit of the current period

Other comprehensive income (notes 4,
8, 12, 22 and 26)
Components of other
comprehensive income that
will not be reclassified to profit
or loss
8311
Gains (losses) on
remeasurements of
defined benefit plans
8349
Income tax related to
components of other
comprehensive income
that will not be
reclassified to profit or
loss
8310

(Continue)
2023 %
4

1
3
-

1 )

-

-

7

8
2

6


-
-

-
2022
Amount
$ 57,069

6,841
37,413
3,853

15,724 )

3,118 )
2,883

89,217

96,754
20,288

76,466


1,692 )
338

1,354)
Amount
$ 1,126 )
3,138
13,568
1,549

13,769 )

3,148 )
33,572

33,784

33,147
12,909

20,238

9,145
1,829)

7,316
%


(
(




(

(
(







(
(
(




(

(







-
-
1
-

1 )

-
2
2
2
1
1
1
-
1

-35-

(Continue)

Code
Components of other
comprehensive income that
will not be reclassified to profit
or loss
8361
Foreign operating institute
Translation of financial
statements Exchange
differences
8370
Share of other
comprehensive income of
associates and joint
ventures accounted for
using equity method,
components of other
comprehensive income
that will be reclassified to
profit or loss
8399
Income tax related to
components of other
comprehensive income
that will be reclassified to
profit or loss
8360

8300
Total other comprehensive
income
8500
Total comprehensive income

Earnings per Share (note 27)
9710
Basic

9810
Dilute
2023 %

-


-

-

-

-

6


2022
Amount
$ 1,610 )

267 )
375

1,502)

2,856)

$ 73,610

$ 0.74
$ 0.68
Amount
$ 28,790

209 )
7,827)

20,754

28,070

$ 48,308

$ 0.20
$ 0.19
%
(
(

(
(








(
(





(


2

-
1)
1
2
3

The accompanying notes are an integral part of the individual financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao President: Hsiao, Hsiang-Chih Accounting Manager: Kao, Chih-Wen

-36-

Tex Year Industries Inc.

Individual Statement of Changes in Equity

January 1 to December 31, 2023 and 2022

Code
A1
Balance on January 1, 2022

Appropriation and distribution of retained earnings
for 2021
B1
Legal reserve appropriated
B3
Special reserve appropriated
B5
Cash dividends of ordinary share
I1
Conversion of convertible bonds

I3
Conversion of bond conversion rights into share
capital

D1
Profit in 2022
D3
Other comprehensive income after tax in 2022

D5
Total comprehensive income in 2022

Z1
Balance on December 31, 2022

Appropriation and distribution of retained earnings
for 2022
B1
Legal reserve appropriated
B3
Special reserve reversed
B9
Dividend to The Company’s shareholders
M7
Changes in ownership of equity of subsidiaries
I3
Conversion of bond conversion rights into share
capital

D1
Profit in 2023
D3
Other comprehensive income after tax in 2023

D5
Total comprehensive income in 2023

Z1
Balance on December 31, 2023
Share capital
Common stock
(notes 4 and 23)
Certificates of rights to
exchange bonds for
shares
(notes 4 and 18)
$979,327
$150

-
-
-
-
-
-
54,071
4,015

150
(
150
)
-
-
-

-

-

-

1,033,548
4,015

-
-
-
-
-
-
-
-

4,015
(
4,015 )
-
-
-

-

-

-

$1,037,563
$-
Capital from retained
earnings
(notes 4,18 and 23)
$58,677

-

-
-
21,854
-
-
-

-

80,531

-

-
-
236
-
-
-

-

$80,767
Retained earnings(notes 4,8,22,23 earnings(notes 4,8,22,23 and 26)
Undistributed earnings
$38,176
(
2,980 )
(
7,869 )
(
20,627
)
-
-
20,238
7,316

27,554

34,254
(
2,755 )
20,754
(
20,751
)
-
-
76,466
(
1,354)

75,112

$106,614
In thousand of New Taiwan Dollars.
Other equityitems(notes 4,8 and 26)
Foreign operating
institute Translation of
financial statements
Exchange differences
Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
Total equity
(
$106,062
)
(
$12,586
)
$1,200,961
-
-
-
-
-
-
-
-
(
20,627
)
-
-
79,940
-
-
-
-
-
20,238
20,754

-
28,070
20,754

-
48,308
(
85,308
)
(
12,586
)
1,308,582
-
-
-
-
-
-
-
-
(
20,751
)
-
-
236
-
-
-
-
-
76,466
(
1,502)

-
(
2,856)
(
1,502)

-
73,610
(
$86,810
)
(
$12,586
)
$1,361,677
In thousand of New Taiwan Dollars.
Other equityitems(notes 4,8 and 26)
Foreign operating
institute Translation of
financial statements
Exchange differences
Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
Total equity
(
$106,062
)
(
$12,586
)
$1,200,961
-
-
-
-
-
-
-
-
(
20,627
)
-
-
79,940
-
-
-
-
-
20,238
20,754

-
28,070
20,754

-
48,308
(
85,308
)
(
12,586
)
1,308,582
-
-
-
-
-
-
-
-
(
20,751
)
-
-
236
-
-
-
-
-
76,466
(
1,502)

-
(
2,856)
(
1,502)

-
73,610
(
$86,810
)
(
$12,586
)
$1,361,677
In thousand of New Taiwan Dollars.
Other equityitems(notes 4,8 and 26)
Foreign operating
institute Translation of
financial statements
Exchange differences
Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
Total equity
(
$106,062
)
(
$12,586
)
$1,200,961
-
-
-
-
-
-
-
-
(
20,627
)
-
-
79,940
-
-
-
-
-
20,238
20,754

-
28,070
20,754

-
48,308
(
85,308
)
(
12,586
)
1,308,582
-
-
-
-
-
-
-
-
(
20,751
)
-
-
236
-
-
-
-
-
76,466
(
1,502)

-
(
2,856)
(
1,502)

-
73,610
(
$86,810
)
(
$12,586
)
$1,361,677
In thousand of New Taiwan Dollars.
Other equityitems(notes 4,8 and 26)
Foreign operating
institute Translation of
financial statements
Exchange differences
Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
Total equity
(
$106,062
)
(
$12,586
)
$1,200,961
-
-
-
-
-
-
-
-
(
20,627
)
-
-
79,940
-
-
-
-
-
20,238
20,754

-
28,070
20,754

-
48,308
(
85,308
)
(
12,586
)
1,308,582
-
-
-
-
-
-
-
-
(
20,751
)
-
-
236
-
-
-
-
-
76,466
(
1,502)

-
(
2,856)
(
1,502)

-
73,610
(
$86,810
)
(
$12,586
)
$1,361,677
In thousand of New Taiwan Dollars.
Other equityitems(notes 4,8 and 26)
Foreign operating
institute Translation of
financial statements
Exchange differences
Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
Total equity
(
$106,062
)
(
$12,586
)
$1,200,961
-
-
-
-
-
-
-
-
(
20,627
)
-
-
79,940
-
-
-
-
-
20,238
20,754

-
28,070
20,754

-
48,308
(
85,308
)
(
12,586
)
1,308,582
-
-
-
-
-
-
-
-
(
20,751
)
-
-
236
-
-
-
-
-
76,466
(
1,502)

-
(
2,856)
(
1,502)

-
73,610
(
$86,810
)
(
$12,586
)
$1,361,677
Foreign operating
institute Translation of
financial statements
Exchange differences
(
$106,062
)
-
-
-
-
-
-
20,754

20,754

(
85,308
)
-
-
-
-
-
-
(
1,502)

(
1,502)

(
$86,810
)
Common stock
(notes 4 and 23)

$979,327

-
-
-
54,071

150

-
-

-

1,033,548

-
-
-
-
4,015

-
-

-

$1,037,563
Legal reserve
$132,500

2,980
-

-
-
-
-
-

-

135,480

2,755
-
-
-
-
-
-

-

$138,235
Special reserve

$110,779

-

7,869

-
-
-
-

-

-

118,648

-

(
20,754
)

-
-
-
-

-

-

$97,894



























































(
)


(
)


(
)














$1,200,961
-
-
(
20,627
)
79,940
-
20,238
28,070
48,308
1,308,582
-
-
(
20,751
)
236
-
76,466
(
2,856)
73,610
$1,361,677
(
)
(
(
(
)

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

(please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao

President: Hsiao, Hsiang-Chih Accounting Manager: Kao, Chih-Wen

-37-

Tex Year Industries Inc.

Individual Cash Flow Statement

January 1 to December 31, 2023 and 2022

Code
Cash flow from business activities
A00010
Profit from continuing operations before tax
A20010
Adjustments to reconcile profit (loss)
A20100
Depreciation expenses
A20200
Amortization expenses
A20300
Expected Credit Impairment (gain on
reversal of impairment) Loss
A20400
Net (gain) loss on financial assets at fair
value through profit or loss
A20900
Finance costs
A23700
Impairment loss of property, plant and
equipment
A21200
Interest income
A21300
Dividend income
A22300
Share of loss (profit) of associates and joint
ventures accounted for using equity
method
A22500
Proceeds from disposal of property, plant
and equipment
A22900
Proceeds from disposal of lease agreement
benefits
A23800
Losses (gains) on Loss on inventory
valuation loss and sluggish inventory
A23900
(Realized) unrealized gains from
subsidiaries and joint ventures
A24100
Unrealized foreign exchange loss (gain)
A29900
Reversal of provision for liabilities
A24600
Other adjustments to reconcile profit (loss)
A30000
Changes in operating assets and liabilities
A31130
Notes receivable
A31150
Accounts receivable
A31160
Accounts receivable due from related
parties
A31180
Other receivables
A31190
Other receivables - related party
A31200
Inventories
A31240
Other current assets
A32150
Accounts payable
A32160
Accounts payable - related parties
In thousand of New Taiwan Dollars.
2023
2022
$ 96,754
$ 33,147
41,744
38,335
4,046
3,400
(
1,124 )
4,596
(
2,886 )
1,640
15,724
13,769
-
116
(
6,841 )
(
3,138 )
(
570 )
-
(
57,069 )
1,126
(
967 )
(
3,305 )
-
(
20 )
(
4,151 )
10,271
(
6,701 )
688
4,141
(
3,298 )
(
181 )
(
877 )

(
25 )
(
24 )
(
703 )
6,113
1,817
50,818
57,097
(
69,279 )
(
895 )
8,511
30,101
13,397
9,988
8,320
2,620
13,953
(
18,174 )
(
40,503 )
20,685
(
11,872 )
In thousand of New Taiwan Dollars.
2023
2022
$ 96,754
$ 33,147
41,744
38,335
4,046
3,400
(
1,124 )
4,596
(
2,886 )
1,640
15,724
13,769
-
116
(
6,841 )
(
3,138 )
(
570 )
-
(
57,069 )
1,126
(
967 )
(
3,305 )
-
(
20 )
(
4,151 )
10,271
(
6,701 )
688
4,141
(
3,298 )
(
181 )
(
877 )

(
25 )
(
24 )
(
703 )
6,113
1,817
50,818
57,097
(
69,279 )
(
895 )
8,511
30,101
13,397
9,988
8,320
2,620
13,953
(
18,174 )
(
40,503 )
20,685
(
11,872 )
$ 33,147
38,335
3,400
4,596
1,640
13,769
116
(
3,138 )
-
1,126
(
3,305 )
(
20 )
10,271
688
(
3,298 )
(
877 )
(
24 )
6,113
50,818
(
69,279 )
8,511
13,397
8,320
13,953
(
40,503 )
(
11,872 )

(Continue)

-38-

(Continue)

Code
A32180
Other payable
A32190
Other payables - related parties
A32230
Other current liabilities
A32240
Net defined benefit liabilities – non-current
A33000
Cash inflow generated from operations
A33100
Interest received
A33300
Interest paid
A33500
Income tax paid
AAAA
Net cash flow from operating activities
Cash flows from (used in) investing activities
B00040
Acquisition of financial assets measured at cost
after amortization
B00100
Acquisition of financial assets measured at fair
value through income statement
B00200
Disposal of financial assets at fair value through
profit or loss
B01800
Acquisition of investment by the equity method
B01900
Share payments refunded for the capital
decrease of subsidiaries
B02700
Acquisition of property, plant and equipment
B02800
Proceeds From Disposal of Property, Plants, and
Equipment
B03700
Decrease (increase) in refundable deposits
B04500
Acquisition of intangible assets
B06700
Increase in other non-current assets
B07100
Increase in prepayments for business facilities
B07600
Dividend received
B07600
Dividends received
BBBB
Net cash inflow (outflow) from investing
activities
Cash flows from (used in) financing activities
C00100
Increase (decrease) in short-term loans
C01600
Long-term loans
C01700
Repayment of long-term loans
C04020
Repayments of the principal of lease liabilities
C04500
Cash dividends paid
CCCC
Net cash flows from (used in) financing
activities
2023
$ 22,949
39
31,850
3,423)
235,845
6,620

13,730 )
8,617)
220,118

40,000 )

7,000 )
187

38,707 )
36,081

9,976 )
3,720
689

4,518 )

87 )

10,762 )
570
100,599
30,796

208,412 )
-

88,328 )

2,020 )
20,751)
319,511)
2022


(
(
(

(
(

(
(
(
(
(


(
(
(
(
(
(
(
(
(
(

(
(
(
(
(
(

(
(
(
(
$ 8,940 )

67 )
4,993
3,588)
68,282
3,149

11,646 )
1,975)
57,810
-

8,000 )
-

21,757 )
-

45,168 )
4,281

1,240 )

2,148 )
-

23,335 )
-
7,141
90,226)
121,748
68,000

60,759 )

2,387 )
20,627)
105,975

(Continue)

-39-

(Continue)

Code
EEEE
Increase (decrease) in cash and cash equivalents
E00100 Cash and cash equivalents at the beginning of period
(note 3)
E00200 Cash and cash equivalents at the end of period (note
3)
2023
$ 68,597 )
302,207
$ 233,610
2022
(



$ 73,559
228,648
$ 302,207

The accompanying notes are an integral part of the individual financial statements. (please refer to the audit report of Deloitte & Touche Taiwan dated March 15, 2024)

Chairman: Hsiang-Chih Hsiao President: Hsiao, Hsiang-Chih

Accounting Manager: Kao, Chih-Wen

-40-