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TEX YEAR — AGM Information 2024
Jul 10, 2024
52420_rns_2024-07-10_ed68b5a8-c2d2-4a4f-b4e1-f3f8ae4446c4.pdf
AGM Information
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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)
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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:
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(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.
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(ii). The directors’ and supervisors’ remuneration and employee compensation are NT$6,354,479 and NT$2,800,000, respectively.
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(4). Report of implementation status of domestic convertible bonds issued in 2019, please kindly review.
Explanation:
-
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.
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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. |
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(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 |
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| 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. |
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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)
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(6). Report on The Company's surplus distribution of cash dividends for 2023, please kindly review.
Explanation:
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(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.
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(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.
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(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.
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4. Recognition Items
Agenda 1 ........................................................................................ proposed by the Board of Directors
Subject:2023 business report and financial statements, acknowledgment is respectfully requested. Explanation:
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(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.
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(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.
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(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 favor:56,057,237 votes(includinge-voting :49,071,983 votes) |
90.18% |
Votes in against::31,189 votes(includinge-voting :31,189 votes) |
0.05% |
Votes in invalid:6,068,410 votes(includinge-voting :6,068,410 votes) |
9.76% |
Votes abstained:0 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.
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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 |
Add:Profit after tax in 2023 (d) |
76,465,896 |
| Less :Appropriation of 10% legal reserve (e) =(b+d)×10% | (7,511,237) |
Add:Rotation of special surplus reserve (f) |
(1,501,946) |
| Distributable earnings (g) =(c+d-e+f) | 97,600,301 |
| Distribution items: | |
Less:Dividend (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 |
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(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.
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(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.
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(II) Acknowledgment is respectfully requested.
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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 favor:56,053,237 votes(includinge-voting :49,067,983 votes) |
90.18% |
Votes in against::31,189 votes(includinge-voting :31,189 votes) |
0.05% |
Votes in invalid:6,072,410 votes(includinge-voting :6,072,410 votes) |
9.76% |
Votes abstained:0 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
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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
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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
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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.
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(A) Adhesive products:
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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-
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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.
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(B) Special chemical products:
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i. UV-curing adhesive, PUR adhesive, adhesive for automated production of LCD
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ii. panels, adhesive for LED UV curing.
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iii. UV curing filling adhesive series for the carbon fiber composite industry.
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iv. UV-curable coatings: high-matte UV-curable coating for PVC flooring, matte UV-curable coating for SPC flooring.
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v. Specialty chemicals: low-odor two-component acrylic adhesive (SGA) that is userfriendly for industries such as speakers, optoelectronics, and motors.
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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.
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(C) Filter materials:
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i. Functional filter materials with antibacterial, antiviral, and anti-allergy properties.
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ii. Chemical filters for the semiconductor industry.
iii. Low-resistance filter materials for professional respirators/masks.
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iv. H14 and U15 high-efficiency low-resistance melt-blown filter materials for household air purifiers.
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v. Filter materials for automotive air conditioning.
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(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
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i. Strategy:
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(i) Consider issues of concern to all stakeholders as important references for management guidelines and implementation plans, ensuring balanced and sustainable operations.
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(ii) Focus on environmental protection, safety and health-related materials and solutions.
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(iii) Focus on niche markets, promote the development of Tex Year’s brands, and jointly create customer value.
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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.
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iii. Key Production and Sales Policies
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(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.
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(ii) Increase the global market share of Tex Year’s brand products.
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(iii) Focus on the development of new energy vehicles and energy storage industries.
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(iv) Use production bases in Vietnam and India to expand into the emerging ASEAN and South Asian markets.
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(v) Integrate group resources, expand sales synergy, adopt division of labor and cooperation, globalize management, and pursue the best interests of the group.
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(vi) Strengthen international marketing and domestic and overseas cooperation relationships, form an international distribution network, and increase market share.
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(vii) Coordinate the group's procurement and production resources, reduce costs, and pursue sustainable development.
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(viii) Form strategic alliances with international customers, supply and sell globally, and expand economic scale and product lines.
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(ix) Use core technologies to develop high value-added products and strengthen new product business development.
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(x) Improve production technology, reduce manufacturing costs, and rely on automation, energy-saving, and environmentally friendly processes.
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(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
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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.
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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.
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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.
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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.
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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
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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
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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.
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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:
-
Understand and test the effectiveness of the design and implementation of the internal control system related to the authenticity of sales revenue.
-
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
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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.
-
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.
-
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.
-
Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures made by management.
-
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.
-
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.
-
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
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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.
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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)
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(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)
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(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
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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:
-
Understand and test the effectiveness of the design and implementation of the internal control system related to the authenticity of sales revenue.
-
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.
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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.
-
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.
-
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.
-
Evaluate the appropriateness of the accounting policies used by management and the reasonableness of the accounting estimates and related disclosures made by management.
-
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
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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.
-
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.
-
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
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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.
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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
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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 - |
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(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 |
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(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
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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
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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 ) |
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| 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 |
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| 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
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