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TMC Annual Report 2023

Nov 14, 2023

52014_rns_2023-11-14_1181c13f-9b14-40eb-a56d-e78af3cc988a.pdf

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Taiwan Mask Corporation and Subsidiaries Consolidated financial statements and independent auditor’s report 2023 and 2022 (Stock Code: 2338)

Company address: No. 11, Chuangxin 1st Road, Baoshan, Hsinchu County, Hsinchu Science Park

Telephone: (03)563-4370

~1~

Taiwan Mask Corporation and Subsidiaries

2023 and 2022 Consolidated Financial Statements and Accounting Auditor’s Report

Table of Content

Item Page
I. Cover 1
II. Table of Contents 2 ~ 3
III. Statement 4
IV. Independent Auditors’ Report 5 ~ 9
V. Consolidated Balance Sheets 10 ~ 11
VI. Consolidated Statements of Comprehensive Income 12 ~ 13
VII. Consolidated Statement of Changes in Equity 14
VIII. Consolidated Statements of Cash Flows 15 ~ 16
IX. Notes to the Consolidated Financial Statements 17 ~ 92
(I)
Company History
17
(II)
Date and procedures for passing the financial statement
17
(III)
Application of New and Revised International Financial Reporting
Standards 17 ~ 18
(IV) Summary of Significant Accounting Policies 19 ~ 35
(V)
Critical Accounting Judgments and Key Sources of Estimation and
Uncertainty 36
(VI) Summary of Significant Accounting Items 36 ~ 73
(VII) Related Party Transactions 73 ~ 75

~2~

Item Page
(VIII) Pledged Assets 76
(IX) Significant Contingent Liabilities and Unrecognized Contract
Commitments 76
(X) Losses due to Major Disasters 77
(XI) Major Events after Financial Statement Date 77
(XII) Others 77 ~ 89
(XIII) Supplementary Disclosure 89 ~ 89
(XIV) Segments Information 90 ~ 92

~3~

Taiwan Mask Corporation

Consolidated Financial Statements Declaration

The companies that are required to be included in the affiliated companies consolidated financial statements as of and for the year ended on December 31, 2023, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those included in the consolidated financial statements of parent company and subsidiaries prepared in conformity with the International Accounting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the affiliated companies consolidated financial statements is included in the consolidated financial statements of the aforesaid parent company and subsidiaries. Consequently, do not prepare a separate set of consolidated financial statements of the affiliated companies.

Very truly yours

Company Name: Taiwan Mask Corporation

Person in Charge: Sean Chen

March 6, 2024

~4~

Independent Auditors’ Report (113) Tsai-Sheng-Bao-Zi No. 23002830

To Taiwan Mask Corporation,

Opinions

We have audited the accompanying consolidated balance sheets of Taiwan Mask Corporation and its subsidiaries (the “Group”) as of December 31, 2023 and 2022, and the related consolidated statement of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2022 and 2021, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of the other independent auditors, as described in the Other matters section of our report, the accompanying consolidated financial statements present fairly, in all material aspects, the consolidated financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2023 and 2022 in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in Taiwan. Our responsibilities under those standards are further described in the Independent Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of fiscal year 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

~5~

Key audit matters for the TMC Group’s consolidated financial statements in fiscal year 2023 are stated as follows:

Evaluation of Inventories

Explanation

Refer to Note 4(14) for the accounting policies on the evaluation of inventories, Note 5(2) for the uncertainty of accounting estimations and assumptions for evaluation of inventories, and Note 6(5) for the detailed description of inventory accounts. The inventory amount and allowance for inventory valuation loss as of December 31, 2023 were NT$805,951 thousand and NT$104,128 thousand, respectively.

The Group is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We have performed primary audit procedures for the above matter as follows:

  1. Understand and evaluate the accounting policy for the provision of allowance for losses on decline in value of inventories.

  2. Perform test to evaluate the ageing statement of inventories and the statement of lower of cost and net realizable value of inventories, including validating the supporting documents related to the date of inventory movement to confirm the correct ageing classification, and validating the supporting documents related to the net realizable value to assess and confirm the reasonableness of the net realizable value determination.

  3. Verify the reasonableness of allowance for inventory valuation loss.

Income recognition

Explanation

For the accounting policy on income recognition, please refer to Note 4(29) of the financial report. For sales revenue, please refer to Note 6(22); the operating income in fiscal year 2023 was NT$7,199,935 thousand.

~6~

The Group mainly produces and sells products such as masks and integrated circuits used in semiconductors, and has a large and diversified sales base. Trading conditions vary according to market conditions and customer needs. Considering that sales revenue is a major transaction that has a significant impact on the consolidated financial statements, we believe that the recognition of sales revenue is one of the most important matters to be considered in this year’s audit.

How our audit addressed the matter

We have performed primary audit procedures for the above matter as follows:

  1. Understand the type of major income and assess internal operations, review revenue recognition and accounting treatment.

  2. Obtain the sales revenue statement, sample the sales transactions and verify the relevant documents to determine the appropriateness of the sales revenue.

  3. Execute the cut-off test for the sales receipts transaction for a certain period of time before and after the closing date, and confirm that the account is correct at the time of entry.

Other matters–Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only standalone financial statements of Taiwan Mask Corporation as of and for the years ended December 31, 2023 and 2022.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the Audit Committee, are responsible for overseeing the Group’s financial reporting process.

~7~

Independent Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors’ Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC AS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit conducted in accordance with ROC AS, we exercise professional judgment and professional skepticism throughout the audit. We also conduct the following undertakings:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

~8~

We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit for the current period.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 2023 consolidated financial statements of the current period and are therefore deemed key audit matters. We describe these matters in our Auditors’ Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonable are expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan

Ya-Hui Cheng

Accountant

Chien-Yu Liu

Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan

Approval Certificate No. 0960072936 Financial Supervisory Commission of the Executive Yuan

Approval Document for Attestation: Jin-Guan-Zheng-Shen-Zi No. 1090350620

March 6, 2024

~9~

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Assets Notes
6(1)
6(2) and 8
6(3) and 8
6(22)
6(4)
6(4)
6(4) and 7
7
6(5)
6(2) and 8
6(3) and 8
6(6) and 7
6(7) and 8
6(8)
6(10) and 8
6(11) and 8
6(29)
6(12)
December31,2023

Amount

%
$ 1,364,106
7
1,626,536
8
259,885
1
105,263
-
6,049
-
1,478,806
7
26
-
29,003
-
407
-
1,830
-
701,823
3
326,387
2
10,774
-
5,910,895
28
2,896,178
14
660,157
3
67,506
-
9,405,807
45
554,630
3
170,500
1
721,410
3
22,337
-
514,639
3
15,013,164
72
$ 20,924,059
100
Unit: NT$ Thousand
December31,2022
Amount

%
$ 1,749,957
10
1,584,598
9
160,465
1
140,231
1
1,361
-
1,501,012
8
2,346
-
13,751
-
-
-
42,652
-
382,530
2
280,245
2
44,734
-
5,903,882
33
2,896,557
16
507,602
3
124,565
1
5,883,661
33
550,611
3
170,346
1
497,180
3
9,365
-
1,349,137
7
11,989,024
67
$ 17,892,906
100
Amount

$ 1,364,106
1,626,536
259,885
105,263
6,049
1,478,806
26
29,003
407
1,830
701,823
326,387
10,774
5,910,895
2,896,178
660,157
67,506
9,405,807
554,630
170,500
721,410
22,337
514,639
15,013,164
$ 20,924,059
Amount

$ 1,749,957
1,584,598
160,465
140,231
1,361
1,501,012
2,346
13,751
-
42,652
382,530
280,245
44,734
5,903,882
2,896,557
507,602
124,565
5,883,661
550,611
170,346
497,180
9,365
1,349,137
11,989,024
$ 17,892,906
Current assets
1100
Cash and Cash Equivalents
1110
Financial Assets at Fair Value
Through Profit or Loss - Current
1136
Financial Assets at Amortized Cost -
Current
1140
Contract Asset - Current
1150
Notes Receivables (Net)
1170
Accounts Receivables (Net)
1180
Accounts Receivables - Related
Parties (Net)
1200
Other Receivables
1210
Other Receivables - Related Parties
1220
Tax Assets for the Period
130X
Inventories
1410
Prepayments
1470
Other Current Assets
11XX
Total Current Assets
Non-Current Assets
1510
Financial Assets at Fair Value
Through Profit or Loss - Non Current
1535
Financial Assets at Amortized Cost -
Non Current
1550
Investment under Equity Method
1600
Property, plant and equipment
1755
Right-of-use Asset
1760
Investment property (Net)
1780
Intangible assets
1840
Deferred Income Tax Assets
1900
Other Non-Current Assets
15XX
Total Non-Current Assets
1XXX
Total Assets

(continued on next page)

~10~

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheet December 31, 2023 and 2022

Liabilities and Equities Notes
6(13)
6(2)
6(22)
7
6(14)
7
6(16)
6(15)
6(16)
6(29)
6(17)
6(18)
6(19)
6(20)
6(21)
6(18) and 8


9
11
December 31,2023

Amount
%
$ 5,429,370
26
9,383
-
174,538
1
66
-
463,892
2
-
-
1,205,153
6
304
-
15,379
-
4,513
-
47,439
-
1,216,216
6
57,651
-
8,623,904
41
3,424,600
16
3,126,340
15
127,215
1
519,754
3
10,648
-
42,282
-
-
-
7,250,839
35
15,874,743
76
2,564,465
12
1,439,959
7
827,460
4
1,464,101
7
1,641
-
(
1,174,484) (
6 )
5,123,142
24
(
73,826)
-
5,049,316
24
$ 20,924,059
100
Unit: NT$ Thousand
December 31,2022
Amount
%
$ 4,624,525
26
5,697
-
232,778
1
81
-
417,175
2
284
-
837,213
5
-
-
178,854
1
-
-
32,571
-
611,473
4
39,114
-
6,979,765
39
2,609,044
14
3,167,974
18
121,124
1
527,098
3
16,512
-
34,754
-
2,428
-
6,478,934
36
13,458,699
75
2,564,465
14
1,251,681
8
769,952
4
1,729,293
10
10,508
-
(
1,778,979) (
10)
4,546,920
26
(
112,713) (
1)
4,434,207
25
$ 17,892,906
100
Amount
$ 5,429,370
9,383
174,538
66
463,892
-
1,205,153
304
15,379
4,513
47,439
1,216,216
57,651
8,623,904
3,424,600
3,126,340
127,215
519,754
10,648
42,282
-
7,250,839
15,874,743
2,564,465
1,439,959
827,460
1,464,101
1,641
(
1,174,484)
5,123,142
(
73,826)
5,049,316
$ 20,924,059
Amount
$ 4,624,525
5,697
232,778
81
417,175
284
837,213
-
178,854
-
32,571
611,473
39,114
6,979,765
2,609,044
3,167,974
121,124
527,098
16,512
34,754
2,428
6,478,934
13,458,699
2,564,465
1,251,681
769,952
1,729,293
10,508
(
1,778,979)
4,546,920
(
112,713)
4,434,207
$ 17,892,906
Current liabilities
2100
Short Term Loans
2120
Financial liabilities at fair value
through profit or loss - Current
2130
Contract Liabilities - Current
2150
Notes Payable
2170
Accounts Payable
2180
Accounts payable - Related party
2200
Other Payables
2220
Other Payables - Related Parties
2230
Current Income Tax Liabilities
2250
Provision for Liabilities - Current
2280
Lease Liability - Current
2320
Long-term liabilities due within one
year or one business cycle
2399
Other Current Liabilities - Other
21XX
Total Current Liabilities
Non-current liabilities
2530
Corporate bonds payable
2540
Long-term borrowings
2570
Deferred Income Tax
2580
Lease liability - Non Current
2640
Defined Benefit Liabilities - Non
Current
2645
Guarantee Deposits Received
2670
Other Non-Current Liabilities - Other
25XX
Total Non-Current Liabilities
2XXX
Total Liabilities
Equity attributable to shareholders of
the parent company
Capital
3110
Capital stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated earnings
Other equity interests
3400
Other equity interests
3500
Treasury stock
31XX
Total Equities Attributable to
Parent Company
36XX
Non-controlling Interests
3XXX
Total Equities
Major Commitments and Contingencies
Major Events after Financial Statement
Date
3X2X
Total Liabilities and Equities

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

Chairman: Sean Chen

Managerial Officer: Lidon Chen Accounting Supervisor: Eve Yang

~11~

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statement January 1 to December 31, 2023, and 2022

Unit: NT$ Thousand (Except for earnings per share)

Items 2023
2022
Notes
Amount
%
Amount
%
6(22) and 7
$ 7,199,935
100
$ 7,741,118
100
6(5) and 7
(
5,363,566)(
75) (
5,642,493) (
73)
1,836,369
25
2,098,625
27
6(27)
(28) and 7
(
271,119) (
4) (
209,947) (
3)
(
459,028) (
6) (
375,754) (
5)
(
348,136) (
5) (
254,090) (
3)
12(2)
(
9,455)
- (
10,558)
-
(
1,087,738)(
15) (
850,349) (
11)
748,631
10
1,248,276
16
6(23)
40,742
-
25,271
-
6(24) and 7
133,843
2
258,255
4
6(25)
(
98,389) (
1) (
619,247) (
8)
6(26)
(
293,238) (
4) (
177,546) (
2)
6(6)
(
85,789)(
1) (
61,296) (
1)
(
302,831)(
4) (
574,563) (
7)
445,800
6
673,713
9
6(29)
(
281,516)(
4) (
228,081) (
3)
$ 164,284
2
$ 445,632
6
4000
Operating income
5000
Operating costs
5900
Gross profit
Operating Expenses
6100
Selling Expenses
6200
Administrative Expenses
6300
R&D Expenses
6450
Expected loss on credit impairment
6000
Total Operating Expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other Incomes
7020
Other Gains and Losses
7050
Financial Costs
7060
The share of affiliates and joint venture
profits and losses recognized by the
equity method
7000
Total Non-Operating Incomes and
Losses
7900
Earnings Before Tax
7950
Income Tax Expense
8200
Net profit for the period

(continued on next page)

~12~

Taiwan Mask Corporation and Subsidiaries Consolidated Comprehensive Income Statement January 1 to December 31, 2023, and 2022

Unit: NT$ Thousand (Except for earnings per share)

Items 2023
2022
Notes
Amount
%
Amount
%
6(17)
($ 1,145)
- ($ 2,656)
-
(
1,145)
- (
2,656)
-
6(21)
(
8,867)
-
6,476
-
(
8,867)
-
6,476
-
($ 10,012)
-
$ 3,820
-
$ 154,272
2
$ 449,452
6
$ 366,126
5
$ 703,519
9
(
201,842) (
3)(
257,887)(
3)
$ 164,284
2
$ 445,632
6
$ 356,114
5
$ 707,339
9
(
201,842) (
3)(
257,887)(
3)
$ 154,272
2
$ 449,452
6
6(30)
$ 1.75
$ 3.37
6(30)
$ 1.65
$ 3.12
Other Comprehensive Incomes (Net)
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Re-measurements of defined benefit plan
8310
Total items that will not be reclassified
subsequently to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Financial statement translation differences
of foreign operations
8360
Total Components of other
comprehensive income that will be
reclassified to profit or loss
8300
Other Comprehensive Incomes (Net)
8500
Total comprehensive income for the year
Net Incomes (Losses) Attributable to:
8610
Parent Company
8620
Non-controlling Interests
Total
Total Comprehensive Incomes (Losses)
Attributable to:
8710
Parent Company
8720
Non-controlling Interests
Total
Earnings per share
9750
Net Income
Diluted Earnings per share
9850
Net profit for the period

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

Chairperson: Sean Chen Managerial Officer: Lidon Chen Accounting Officer: Eve Yang

~13~

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2023, and 2022

Unit: NT$ Thousand

2022
Balance January 1, 2022
Net Income
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings for 2021
Legal capital reserve
Cash dividends
Conversion of convertible bonds
Distribution of cash from capital surplus
Adjustment of capital reserve by dividends paid to subsidiaries
Changes in ownership interests in subsidiaries recognized
Changes in shares of affiliates and joint ventures recognized under
the equity method
Share-based payment transaction
Treasury Stock Buyback
Subsidiaries donated treasury stock
Cash increase of non-controlling equity in Subsidiaries
Balance December 31, 2022
2023
Balance as at January 1, 2023
Net profit for the period
Other Comprehensive Profit or Loss
Total comprehensive income for the year
Distribution and appropriation of earnings for 2022
Legal capital reserve
Cash dividends
Distribution of cash from capital surplus
Adjustment of capital reserve by dividends paid to subsidiaries
Changes in ownership interests in subsidiaries recognized
Changes in shares of affiliates and joint ventures recognized under
the equity method
Subsidiaries donated treasury stock
Treasury stocks transfer to employees
Payment of overdue unclaimed dividends to shareholders
Increase in non-controlling interests in mergers
Balance as of December 31, 2023
Notes Equity Equity a ttributableto share holders of the parentcompany holders of the parentcompany holders of the parentcompany holders of the parentcompany Non-
controlling
Interests
Total Equity
Capital stock Capital surplus Retain ed earnings Otherequityinterests Treasurystock Total
Legal reserve Unappropriated
earnings
Financial
statement
translation
differences of
foreign operations


Unrealized gain
(loss) on
investments on
financial assets at
fair value through
other
comprehensive
income
6(21)
6(20)
6 (19)(20)
6(19)
6(19)
6(19)
6 (18)(19)
6(18)
6(18)
6(21)
6(20)
6 (19)(20)
6(19)
6(19)
6(19)
6(18)
6(18)
6(19)
$ 2,556,735
-
-
-
-
-
7,730
-
-
-
-
-
-
-
-
$ 2,564,465
$ 2,564,465
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,564,465
$ 1,315,828
-
-
-
-
-
55,472
(
241,189 )
73,463
10,169
21,107
16,831
-
-
-
$ 1,251,681
$ 1,251,681
-
-
-
-
-
(
49,797 )
90,829
133,604
13,793
-
-
(
151 )
-
$ 1,439,959
$ 656,037
-
-
-
113,915
-
-
-
-
-
-
-
-
-
-
$ 769,952
$ 769,952
-
-
-
57,508
-
-
-
-
-
-
-
-
-
$ 827,460
$ 1,470,151
703,519
(
2,656 )
700,863
(
113,915 )
(
241,189 )
-
-
-
(
86,617 )
-
-
-
-
-
$ 1,729,293
$ 1,729,293
366,126
(
1,145 )
364,981
(
57,508 )
(
572,665 )
-
-
-
-
-
-
-
-
$ 1,464,101
$ 6,698
-
6,476
6,476
-
-
-
-
-
-
-
-
-
-
-
$ 13,174
$ 13,174
-
(
8,867 )
(
8,867 )
-
-
-
-
-
-
-
-
-
-
$ 4,307





($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
-
-
-
-
-
-
-
($ 2,666 )
($ 941,423 )
-
-
-
-
-
-
-
-
-
-
-
(
842,536 )
4,980
-
($ 1,778,979 )
($ 1,778,979 )
-
-
-
-
-
-
-
-
-
12,807
591,688
-
-
($ 1,174,484 )
$ 5,061,360
703,519
3,820
707,339
-
(
241,189 )
63,202
(
241,189 )
73,463
(
76,448 )
21,107
16,831
(
842,536 )
4,980
-
$ 4,546,920
$ 4,546,920
366,126
(
10,012 )
356,114
-
(
572,665 )
(
49,797 )
90,829
133,604
13,793
12,807
591,688
(
151 )
-
$ 5,123,142
















($ 187,509 )
(
257,887 )
-
(
257,887 )
-
-
-
-
-
-
130,213
2,230
-
-
200,240
($ 112,713 )
($ 112,713 )
(
201,842 )
-
(
201,842 )
-
-
-
-
(
58,871 )
-
-
-
-
299,600
($ 73,826 )
$ 4,873,851
445,632
3,820
449,452
-
(
241,189 )
63,202
(
241,189 )
73,463
(
76,448 )
151,320
19,061
(
842,536 )
4,980
200,240
$ 4,434,207
$ 4,434,207
164,284
(
10,012 )
154,272
-
(
572,665 )
(
49,797 )
90,829
74,733
13,793
12,807
591,688
(
151 )
299,600
$ 5,049,316

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

Chairman: Sean Chen

Managerial Officer: Lidon Chen

Accounting Supervisor: Eve Yang

~14~

Taiwan Mask Corporation and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31, 2023, and 2022

Cash Flow from Operating Activities
Net Income (Loss) Before Tax
Adjustments to Reconcile Net Income to Net Cash
Flow from Operating Activities
Revenues and Expenses
Depreciation

Amortization

Expected loss on credit impairment

Interest income

Interest Expenses

Subsidiaries donated treasury stock

Net losses of financial assets at fair value
through profit or loss

Gain (loss) on disposal of investments

Dividend income

Share-based payment transaction

Share of losses of affiliated companies
recognized under the equity method

Disposal of interests in property, plant and
equipment

Gains on disposal of intangible assets

Property, plant and equipment reclassified
as expenses
The Changes of Assets/ Liabilities related to
Operating Activities
Net Changes of Assets related to Operating
Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated Parties
Inventories
Prepayments
Other Current Assets
Other Non-Current Assets
Net Changes of Liabilities related to
Operating Activities
Contract Liabilities
Notes Payable
Accounts Payable
Accounts payable - Related party
Other Payables
Other Payables- related Parties
Provisions
Other Current Liabilities
Defined Benefit Liabilities
Other Current Liabilities
Net Cash In-Flow from Operating
Dividends Received
Interest Received
Interest Paid
Income Tax Paid
Net Cash In-Flow from Operating Activities
Unit: NT$ Thousand
Notes
January 1 to
December31,2023
January 1 to
December31,2022
$ 445,800 $ 673,713
6(27)
933,404
568,193
6(27)
52,495
45,391
12(2)
9,455
10,558
6(23)
(
40,742 ) (
25,271 )
6(26)
293,238
177,546
7
12,807
4,980
6(25)
221,510
801,122
6(25)
(
101,102 ) (
123,552 )
6(24)
(
94,064 ) (
194,598 )
6(18)
-
19,061
6(6)
85,789
61,296
6(25)
(
688 ) (
5,024 )
6(25)
(
25,499 )
-
78
1,186
(
175,131 ) (
115,356 )
34,968
15,532
(
4,604 ) (
1,298 )
28,959 (
247,822 )
2,320
14,466
(
16,753 )
55,246
(
407 )
-
(
250,767 )
21,187
(
40,501 ) (
158,379 )
35,911 (
14,837 )
29,108
671
(
67,726 )
53,463
(
79,735 )
15
27,826 (
60,057 )
(
284 )
284
49,752
144,840
304
-
- (
10,964 )
17,970 (
167 )
(
7,012 )
4,169
(
7,228) (
98,218)
1,369,451
1,617,376
110,914
194,598
42,243
25,271
(
260,590 ) (
177,546 )
(
444,991) (
246,930)

817,027
1,412,769

(continued on next page)

~15~

Taiwan Mask Corporation and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31, 2023, and 2022

Cash Flow from Investment Activities
Acquisition of Amortized Cost Financial Assets
Disposal of Amortized Cost Financial Assets
Cash outflows from changes in consolidated
entities

Acquisition of investment property by the Equity
Method
Acquisition of Property, Plants and Equipment

Disposal of Property, Plants and Equipment
Acquisition of Intangible Assets

Gains on disposal of intangible assets
Increase in Refundable Deposit
Net Cash Outflow from Investing
Activities
Cash Flows from Financing Activities
Increase of Short Term Loan

Redemption of Short Term Loan

Increase of Long Term Loan

Redemption of Long Term Loan

Issuance of ordinary corporate bonds

Treasury stocks transfer to employees
Cost of treasury stock buyback
Redemption of Lease Principal

Increase in Guarantee Deposits Received

Distribution of cash dividends (including capital
surplus distribution cash)
Cash increase of non-controlling equity in
Subsidiaries
Payment of overdue unclaimed dividends
Net Cash In-Flow (Out-Flow) from
Funding Activities
Adjustments of Exchange Rate
Increase (Decrease) in Cash and Cash Equivalents
Beginning Balance of Cash and Cash Equivalents
Ending Balance of Cash and Cash Equivalents
Unit: NT$ Thousand
Notes
January 1 to
December31,2023
January 1 to
December31,2022
( $ 672,781 ) ( $ 610,686 )
416,418
20,882
6(31)
(
78,027 )
-
(
15,000 )
-
6 (32)
(
3,179,581 ) (
2,911,204 )
8,695
6,020
6(11)
(
36,975 ) (
45,767 )
27,043
-
(
35,869 ) (
36,932 )
(
3,566,077 ) (
3,577,687 )
6 (33)
7,613,689
16,200,182
6 (33)
(
6,907,998 ) (
15,952,423 )
6 (33)
1,593,546
4,569,424
6 (33)
(
1,061,577 ) (
3,512,177 )
6 (33)
797,338
997,095
591,688
-
- (
842,536 )
6 (33)
(
51,816 ) (
55,556 )
6 (33)
7,528
27,846
(
531,633 ) (
408,915 )
299,600
200,240
(
151 )
-
2,350,214
1,223,180
12,985
9,876
(
385,851 ) (
931,862 )
1,749,957
2,681,819
6(1)
$ 1,364,106$ 1,749,957

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

Chairperson: Sean Chen

Managerial Officer: Lidon Chen

Accounting Officer: Eve Yang

~16~

Taiwan Mask Corporation and Subsidiaries Notes to the Consolidated Financial Statements

2023 and 2022

Unit: NT$ Thousand (Unless otherwise specified)

I. Company History

Taiwan Mask Corporation (hereinafter referred to as the “Company”) was established on October 21, 1988, and started its operations in March 1989. The Company was approved by the shareholders meeting on June 12, 2000 to acquire Shin-Tai Technology Co., Ltd., on the merger record date of December 1, 2000, with the Company being the surviving entity. The Company and its subsidiary (collectively referred to as the “Group”) mainly engage in the research, development, manufacturing and sales of photomask and integrated circuits, providing technical assistance, consultation, inspection and repair of the abovementioned products, and manufacturing and buying and selling of medical equipment.

II. Date and procedures for passing the financial statement

The consolidated financial statements were reported to the Board of Directors and issued on March 6, 2024.

III. Application of New and Revised International Financial Reporting Standards

(I) The impact from adopting the newly released and revised IFRS and IAS recognized and issued into effect by the Financial Supervisory Commission (FSC).

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS recognized and issued into effect by the Financial Supervisory Commission in 2023:

Newly released/corrected/amended standards and Effective Date Issued by
interpretations IASB
Amendment to IAS 1 - “Disclosure of Accounting Policies” January 1, 2023
Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023
Amendments to IAS 12, “Deferred Income Taxes Related to January 1, 2023
Assets and Liabilities Arising from a Single Transaction”
Amendment to IAS 12 “International Tax Reform - Pillar May 23, 2023
Two Model Rules”

The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

~17~

  • (II) Impact of the newly released and amended IFRS and IAS recognized by the FSC not yet adopted by the Company.

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS recognized by the Financial Supervisory Commission in 2024:

Newly released/corrected/amended standards and Effective Date Issued by interpretations IASB Amendments to IFRS 16 - “Liabilities of Lease from the January 1, 2024 Leaseback” Amendment to IAS 1 “Classification of Liabilities as Current January 1, 2024 or Non-Current” Amendment to IAS 1 “Non-Current Liabilities With January 1, 2024 Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Financing January 1, 2024 Arrangements”

The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

(III) IFRS and IAS issued by the IASB but not yet recognized by the FSC.

The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS issued by the IASB but not yet recognized by the FSC:

Newly released/corrected/amended standards and Effective Date Issued by
interpretations IASB
IFRS 10 and IAS 28 amendments, Sale or contribution of To be determined by the
assets between an investor and its associate or joint venture IASB
IFRS 17 - Insurance contracts January 1, 2023
Amendment to IFRS 17 - Insurance contracts January 1, 2023
Amendments to IFRS 17 “First-time Adoption of IFRS 17 January 1, 2023
and IFRS 9 - Comparative Information”
Amendments to IAS No. 21 “Lack of Exchangeability” January 1, 2023

The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.

~18~

IV. Summary of Significant Accounting Policies

The principal accounting polices applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(I) Compliance statement

These consolidated financial statements of the Group have been prepared in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed and issued into effect by the FSC (collectively referred herein as the “IFRSs”).

(II) Basis of Preparation

  1. Except for the following items, these consolidated financial statements have been prepared under the historical cost convention.

  2. (1) Financial assets and financial liabilities at fair value through profit or loss (including derivatives).

  3. (2) Financial Assets at Fair Value Through Other Comprehensive Income.

  4. (3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  5. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note V.

(III) Basis of consolidation

  1. The basis for preparation of consolidated financial statements

  2. (1) All subsidiaries are included in the Corporate Group’s consolidated financial statements. Subsidiaries are all entities controlled by the Corporate Group. The Corporate Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  3. (2) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Corporate Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Corporate Group.

  4. (3) The profit and loss and the components of other comprehensive income attribute to the owners of the parent company and non-controlling interest. The total comprehensive income also attributes to the owners of the parent company and non-controlling interest, even if this results in the non-controlling interests having a deficit balance.

  5. (4) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are equity transactions, and they are considered as transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are

~19~

adjusted and the fair value of the consideration paid or received is directly recognized in equity.

  • (5) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

~20~

2. Subsidiaries included in the consolidated financial statements:

Name
Name of
Subsidiary
Ownership (%)
Main Business Activity
December 31, 2023
December 31, 2022
Taiwan Mask
Corporation
SunnyLake Park
International
Holding, Inc.
Name of Investor
100
100
Taiwan Mask
Corporation
Youe Chung
Capital
Corporation
Name of Investor
100
100
Taiwan Mask
Corporation
Miracle
Technology CO.,
LTD.
Electronics components
manufacturing,
electronics materials and
precision equipment
distribution and power
component design
100
100
Taiwan Mask
Corporation
Innova Vision
INC.
Manufacturing, retail,
wholesale and
international trade of
medical equipment
75.32
91.53
Taiwan Mask
Corporation
One Test
Systems
Research, development
and design of test
equipment and related
components
100
-
Taiwan Mask
Corporation
Pilot Battery
Co., Ltd.
Electronic parts and
components and energy
technical services
20.00
-
Youe Chung
Capital
Corporation
Innova Vision
INC.
Manufacturing, retail,
wholesale and
international trade of
medical equipment
0.19
0.23
Youe Chung
Capital
Corporation
Aptos
Technology INC.
Design, packaging and
testing of NAND flash
memory, solid state
drives and the related
products
47.19
47.19
Youe Chung
Capital
Corporation
Xsense
Technology
Corporation
Name of Investor
100
100
Youe Chung
Capital
Corporation
Xsense
Technology
Corporation
(B.V.I.) Taiwan
Branch
Precious metal coating
53.00
53.00
Xsense
Technology
Corporation
Xsense
Technology
Corporation
(B.V.I.) Taiwan
Branch
Precious metal coating
-
-
Youe Chung
Capital
Corporation
Digital-Can
Tech. Co., Ltd.
3D Printing and Plastic
Mold Design
57.39
57.39
Youe Chung
Capital
Corporation
Pilot Battery
Co., Ltd.
Electronic parts and
components and energy
technical services
38.89
-
Youe Chung
Capital
Corporation
Moment
Semiconductor,
Inc.
Retail and wholesale of
memory products
53.33
-
Explanation
Note 3
Note 1
Note 4
Note 5
Note 5
Note 5
Note 1
Note 2

~21~

Name
Name of
Subsidiary
Ownership (%)
Main Business Activity
December 31, 2023
December 31, 2022
Aptos Technology
INC.
ADL Energy Corp Electronic parts and
components and energy
technical services
-
100
Aptos Technology
INC.
New Sunrise
Limited
Name of Investor
100
100
Pilot Battery Co.,
Ltd.
ADL Energy Corp Electronic parts and
components and energy
technical services
100
-
ADL Energy Corp Aptos Global
Holding Corp.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Jing Hao
Investment Co.,
Ltd.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
MIKO
Technology Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
79.17
79.17
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
20.83
20.83
Innova Vision
INC.
Innova
Technology
Medical equipment
retail and wholesale
100
100
Innova Vision
INC.
Innova Vision
(B.V.I.) Inc.
Name of Investor
100
100
Innova Vision
INC.
iPro Vision Inc.
Medical equipment
retail and wholesale
52.03
52.03
Innova Vision
(B.V.I.) Inc.
iPro Vision Inc.
Medical equipment
retail and wholesale
47.97
47.97
Name
Name of
Subsidiary
Ownership (%)
Main Business Activity
December 31, 2023
December 31, 2022
Aptos Technology
INC.
ADL Energy Corp Electronic parts and
components and energy
technical services
-
100
Aptos Technology
INC.
New Sunrise
Limited
Name of Investor
100
100
Pilot Battery Co.,
Ltd.
ADL Energy Corp Electronic parts and
components and energy
technical services
100
-
ADL Energy Corp Aptos Global
Holding Corp.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Jing Hao
Investment Co.,
Ltd.
Name of Investor
100
100
Miracle
Technology CO.,
LTD.
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Jing Hao
Investment Co.,
Ltd.
MIKO
Technology Co.,
Ltd.
Electronics
components
manufacturing,
electronics materials
and precision
equipment distribution
and power component
design
100
100
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
79.17
79.17
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Sichuan Miracle
Power Technology
Co., Ltd.
IC product design,
production and sales
20.83
20.83
Innova Vision
INC.
Innova
Technology
Medical equipment
retail and wholesale
100
100
Innova Vision
INC.
Innova Vision
(B.V.I.) Inc.
Name of Investor
100
100
Innova Vision
INC.
iPro Vision Inc.
Medical equipment
retail and wholesale
52.03
52.03
Innova Vision
(B.V.I.) Inc.
iPro Vision Inc.
Medical equipment
retail and wholesale
47.97
47.97

Explanation

100
100
-
100
100
100
100
100
79.17
20.83
100
100
52.03
47.97


Note 7
Note 7
Note 6
Note 6

Note 1: In March 2023, the Company’s subsidiary, Youe Chung Capital Corporation, invested in Pilot Battery Co.,Ltd. with 58.33% shareholding. Pilot Battery Co.,Ltd.

~22~

organized capital increase in cash by issuing new shares in November 2023. Youe Chung Capital Corporation did not execute based on shares proportion. Instead, the Company participated in the cash capital increase. As of December 2023, the Company and the Company’s subsidiary, Youe Chung Capital Corporation, respectively held shares of ratio was 20% and 38.89%.

  • Note 2: In March 2023, the Company’s subsidiary, Youe Chung Capital Corporation, invested in Moment Semiconductor, Inc. with 53.33% shareholding.

  • Note 3: The Company’s subsidiary, Aptos Technology INC. invested in One Test Systems in May 2023 with a 100 % shareholding. In August 2002, the Group was reorganized and One Test Systems was directly owned by the Company, with its shareholding remaining at 100%.

  • Note 4: The Company’s subsidiary, Youe Chung Capital Corporation, which holds a majority of the Board of Directors of the company, has substantial control over the company and therefore included the company in the consolidated financial statements as a consolidated entity.

  • Note 5: In November 2022, Xsense Technology Corporation reduced its capital, leaving only one share which was 100% owned by Youe Chung Capital Corporation. At the same time, Xsense Technology Corporation applied for the transfer of its shares in Xsense Technology Corporation (B.V.I.) Taiwan Branch to the original shareholders of Xsense Technology Corporation in the same proportion. After the transfer, the original shareholders of Xsense Technology Corporation switched to owning Xsense Technology Corporation (B.V.I.) Taiwan Branch. As of December 31, 2023, Youe Chung Capital Corporation held 100% of Xsense Technology Corporation and 53.00% of Xsense Technology Corporation (B.V.I.) Taiwan Branch, respectively.

  • Note 6: Originally named Innova Vision Kabushiki Kaisha, renamed to iPro Vision Inc. on February 17, 2023.

  • Note 7: Aptos Technology Inc., a subsidiary of the Company, held 100% equity of ADL Energy Corp. The Group’s organization was restructured in December 2023 and the Company’s subsidiary, Pilot Battery Co., Ltd., directly owned ADL Energy Corp. with a shareholding ratio of 100%.

  • Subsidiaries not included in the consolidated financial statement: None.

  • Adjustments for subsidiaries with different balance sheet dates: None.

  • Significant restrictions: None.

  • Subsidiaries that have non-controlling interests that are material to the Group:

The total non-controlling interests of the Group as of December 31, 2023 and 2022 were (NT$73,826) and (NT$112,713), respectively. The following information shows subsidiaries that have non-controlling interests that are material to the Group:

~23~

Non-controlling Interests

Non-controlling Interests Interests
Name of
Subsidiary
Aptos
Technology
and its
subsidiaries
Main
location of
business
Taiwan
($
December 31, 2023
Amount
Ownership in
%
248,253) 52.81%
($
December 31, 2022
Amount
Ownership in
%
100,582) 52.81%

Explanation

%
52.81%

Aggregate financial information of subsidiaries:

Balance Sheet

Current assets
Non-Current Assets
Current liabilities
Non-current liabilities
Total net assets
Aptos Technology
December 31, 2023
$ 248,931
501,076
( 857,464)
( 362,617)
($ 470,074)
Aptos Technology and its subsidiaries
December 31, 2022
$ 339,417
579,075
( 679,551)
( 429,397)
($ 190,456)

Statement of Comprehensive Income

Revenue
Net loss before taxes
Income tax benefits
Net loss of current period from continuing
operations
Loss from discontinued operations
Net loss for the period
Other comprehensive income (net after tax)
Total comprehensive income for the year
$ Aptos Technology Aptos Technology and its subsidiaries
2022
$ 708,792
( 295,477)
-
( 295,477)
-
( 295,477)
-
($ 295,477)


2023
536,868
274,029)
15
274,014)
-
274,014)
-
274,014)

$

(



(
( (


(





(
($ ($

~24~

Statements of Cash Flows

Net cash outflow from operating activities
Net Cash Outflow from Investing Activities
Net Cash In-Flow (Out-Flow) from Funding
Activities
Increase (Decrease) of Cash and Cash
Equivalents
Beginning Balance of Cash and Cash
Equivalents
Ending Balance of Cash and Cash
Equivalents
($

Aptos Technology Aptos Technology and its subsidiaries
2022
($ 236,453)
( 106,726)
327,492
and its subsidiaries
2022
($ 236,453)
( 106,726)
327,492




2023
129,331)
28,644
140,091
39,404
18,461
57,865

($ (






(

15,687)
34,148

$


$

18,461

(IV) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.

  1. Foreign currency transactions and balances

  2. (1) Foreign currency transactions are translated into the functional currency using spot exchange rate at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  3. (2) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated using spot exchange rate at the balance sheet date. Exchange differences arising from re-translation at the balance sheet date are recognized in profit or loss.

  4. (3) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated using spot exchange rate at the balance sheet date. Their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated using spot exchange at the balance sheet date. Their translation differences are recognized in other comprehensive income. For those which are not measured at fair value, they measured by the historical exchange rate of the initial transaction date.

  5. (4) All foreign exchange gains and losses are presented in the statement of comprehensive income within “Other gains and losses”.

  6. Translation of foreign operations

  7. (1) The operating results and financial position of all corporate group entities and affiliates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet.

~25~

  • B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period.

  • C. All resulting exchange differences are recognized in other comprehensive income.

  • (2) When the foreign operation that is partially disposed of or sold is a subsidiary, the accumulated conversion difference recognized as other comprehensive income is reattributed to the foreign operation’s non-controlling interests on a pro rata basis. However, even if the Group retains part of its equity in the former subsidiary, but has lost control of the subsidiary of the foreign operation, it will be treated with as a disposal of the entire equity of the foreign operation

  • (3) Goodwill and fair value adjustments arising on acquisition of a foreign entity are regarded as assets and liabilities of the foreign entity, and are translated at the closing rate.

(V) Classification of current and non-current items

  1. Assets that meet one of the following criteria are classified as current assets:

  2. (1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

  3. (2) Assets held mainly for trading purposes.

  4. (3) Assets that are expected to be realized within twelve months from the balance sheet date.

  5. (4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Those that do not meet the above criteria are considered non-current.

  1. Liabilities that meet one of the following criteria are classified as current liabilities:

  2. (1) Liabilities that are expected to be paid off within the normal operating cycle.

  3. (2) Assets held mainly for trading purposes.

  4. (3) Liabilities that are to be paid off within twelve months from the balance sheet date.

  5. (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Those that do not meet the above criteria are considered non-current.

(VI) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(VII) Financial assets at fair value through profit and loss

  1. Refer to the financial assets that are not measured at amortized cost, or are measured at fair value through other comprehensive gain or loss.

  2. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.

  3. The Group measures financial assets at fair value in initial recognition. The related

~26~

transaction costs are recognized in profit and loss. These financial assets are subsequently re-measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

  1. When the right to receive dividends is established, the economic benefits associated with the dividends are likely to flow in, and the amount of dividends can be reliably measured, the Group recognizes dividend income in profit or loss.

(VIII) Financial assets at fair value through other comprehensive profit and loss

  1. Refers to an irrevocable election at the time of initial recognition to report the fair value changes of equity investments that are not held for trading in other comprehensive income.

  2. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using trade date accounting.

  3. The Corporate Group measures financial assets at fair value plus transaction costs at the initial recognition. The financial assets are subsequently measured at fair value. The fair value changes of equity investments are recognized in other comprehensive income. At the time derecognition, the accumulated gains or losses previously recognized in other comprehensive income shall not subsequently reclassified to profit or loss, and shall be transferred to retained earnings. When the right to receive dividends is established, the economic benefits associated with the dividends are likely to flow in, and the amount of dividends can be reliably measured, the Group recognizes dividend income in profit or loss.

(IX) Financial assets measured at amortized cost

  1. Refer to those that meet the following criteria at the same time:

    • (1) The objective of the business model is achieved by collecting contractual cash flows.

    • (2) The assets’ contractual cash flows solely represent payments of principal and interest.

  2. The Corporate Group holds time deposits that are not considered cash equivalents. Due to the short holding period, the impact of discounting is insignificant and is measured by the amount of investment.

  3. (X) Accounts and notes receivable

  4. Refers to accounts and notes that have been unconditionally charged for the right to exchange the value of the consideration due to the transfer of goods or services.

  5. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(XI) Impairment Loss of Financial Assets

Regarding debt instruments measured at FVTOCI, financial assets measured at amortized cost, accounts receivable or contract assets and lease receivables that contain significant financing components, the Group, on each balance sheet date, considers all reasonable and supportable information (including forward-looking ones) and measure the loss allowance based on the 12-month expected credit losses for those that do not have their credit risk increased significantly since initial recognition. For those that have increased significantly since initial recognition, the loss allowance is measured based on the full lifetime expected credit losses. A loss allowance for full lifetime expected credit losses is also required for contract assets or trade receivables that do not constitute a financing transaction.

~27~

(XII) De-recognition of financial assets

A financial asset is derecognized when the Group’s rights to receive cash flows from the financial assets have expired.

(XIII) Lessor’s lease transaction - Operating lease

Lease income from operating leases, less any incentives given to the lessee, is amortized in current profit or loss on a straight-line basis over the lease term.

(XIV) Inventories

Inventories are measured at the lower of cost or net realizable value, and the cost is determined by weighted-average method. The cost of finished goods and work-in-progress comprises raw materials, direct labor, other direct costs and related production overheads (amortized according to normal production capacity), but excludes borrowing costs. At the end of year, inventories are evaluated at the lower of cost or net realizable value. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable costs of completion and selling expenses.

(XV) Investments accounted for using equity method - Associates

  1. Associates refer to entities over which the Corporate Group has significant influence but is not in control. In general, the associates may have more than 20% of their voting shares directly or indirectly owned by the Group. The Corporate Group accounts for its investment in associates using the equity method, and the investment is initially recognized at cost.

  2. The Corporate Group recognizes the profit and loss upon the acquisition of associates as the current profit and loss. Other comprehensive profit and loss after the acquisition are recognized as the other comprehensive profit and loss. When the Corporate Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group will not recognize further losses, unless it has incurred legal or constructive obligations or make payments on behalf of the associate.

  3. If an associate has changes in equity not from profit or loss or other comprehensive income, and such changes do not affect the Corporate Group’s shareholding in the associate, the Group will recognize all changes in equity attributable to the Group’s share of the associate as “capital surplus” according to the shareholding percentage.

  4. Unrealized gains on transactions between the Corporate Group and associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Corporate Group.

  5. In the event that an associate issues new shares and the Corporate Group does not subscribe to or acquire the new shares in proportion, which results in a change to the Group’s shareholding percentage but the Group maintains a significant influence on the associate, the increase or decrease of the Group’s share of equity interest is the adjustment of “capital surplus” and “investments accounted for under the equity method”. If the investment percentage is reduced, in addition to the above adjustments, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionally on the same basis as would be required if the

~28~

relevant assets or liabilities were disposed of.

  • (XVI) Property, plant and equipment

  • Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Corporate Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors,” from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 5 years to 60 years
Machinery and equipment 2 years to 14 years
Office equipment 2 years to 7 years
Transportation equipment 3 years to 7 years
Leasehold improvements 2 years to 10 years
Mold equipment 2 years
Other equipment 2 years to 12 years

(XVII) Leasing agreements (lessee) - Right-of-use assets/lease liabilities

  1. Leases are recognized as right-of-use assets and lease liabilities at the date at which the leased assets are available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognized as expenses on a straight-line basis over the lease term.

  2. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments include fixed payments, less any lease incentives receivables.

The Company subsequently measures the lease liability at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of re-measurement is recognized as an adjustment to the rightof-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  1. At the commencement date, the right-of-use asset is recognized at cost which includes:

  2. (1) The amount of initial measurement of lease liability.

~29~

  • (2) Any lease payments made at or before the commencement date.

  • (3) Any original direct costs incurred.

  • (4) The estimated cost of dismantling, removing the underlying asset and restoring its location, or restoring the underlying asset to the condition required in the lease terms and conditions.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s service life or the end of lease term. When the lease liability is remeasured, the amount of re-measurement is recognized as an adjustment to the right-of-use asset.

(XVIII) Real estate investment

Investment properties are initially measured at cost, and may be subsequently measured using a cost model. Except for land, the service life is recognized on a straight-line basis of depreciation and is about 45 years.

(XIX) Intangible assets

  1. Trademark and concession

Trademarks and concession obtained separately are recognized at the cost of acquisition, and trademarks and concessions obtained as a result of a business combination are recognized at fair value on the acquisition date. Trademarks and concessions are assets with a limited useful life and are amortized based on the estimated useful life of 10 to 15 years based on the straight-line method.

  1. Computer software

Computer software is recognized at the cost of acquisition, and amortized based on the estimated useful life of 3 years based on the straight-line method.

  1. Goodwill

Goodwill is measured in a business combination using the acquisition method.

(XX) Impairment of non-financial assets

  1. The Corporate Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less disposal cost or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

  2. Goodwill, intangible assets with indefinite useful life and intangible assets not yet available for use are regularly estimated for their recoverable amounts. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The goodwill impairment loss will not be reversed in subsequent years.

  3. Goodwill is allocated to cash-generating units for the purpose of conducting the impairment testing. The allocation identified based on the operating segment, and the goodwill is allocated to cash-generation units or groups of cash-generation units expected to benefit from the business combination that generates goodwill.

~30~

(XXI) Borrowings

Refers to long- and short-term funds borrowed from banks and other long- and short-term borrowings. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(XXII) Accounts and notes receivable

  1. Refers to debts incurred as a result of the purchase of raw materials, goods or services and the notes payable due to business and non-business purposes.

  2. The short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(XXIII) Convertible bonds payable

The convertible bonds payable issued by the Group are embedded with conversion options (i.e., the holder’s right to choose to convert to the Group’s common stock for a fixed amount of shares), put options and call options. The issuance price is classified as financial assets, financial liabilities or equity at the time of initial issuance according to the terms of issuance, which is treated as follows:

  1. Embedded put options and call options: “Financial assets or liabilities at fair value through profit or loss” are recorded at their net fair value on initial recognition; subsequently, “Gain or loss on financial assets (liabilities) at fair value through profit or loss” is recognized on the balance sheet date, with the difference valued at current fair value.

  2. Master contract of corporate bonds: The difference between the fair value of the corporate bonds and the redemption value is recognized as a premium or discount on the corporate bonds payable at the time of original recognition; subsequently, it is recognized in profit or loss as an adjustment to “finance costs” using the effective interest method under the amortization procedure over the circulation period.

  3. Embedded conversion options (which meet the definition of equity): On initial recognition, the remaining value of the issue amount, net of the above “financial assets or liabilities at fair value through profit or loss” and “corporate bonds payable”, is recorded as “capital surplus - stock options” and is not subsequently remeasured.

  4. Any directly attributable transaction costs of the issuance are allocated to each component of liabilities and equity in proportion to the original carrying amount of each component mentioned above.

  5. Upon conversion, the components of liabilities (including “corporate bonds payable” and “financial assets or liabilities at fair value through profit or loss”) are subsequently measured according to their respective classifications, and the carrying amount of the aforementioned components of liabilities is added to the carrying amount of “capital surplus - stock options” as the issuance cost of common stock exchanged.

(XXIV) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should

~31~

be recognized as expenses in that period when the employees render service.

  1. Pension

  2. (1) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • (2) Defined benefit plans

    • A. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using the current interest rates of government bonds (at the balance sheet date) consistent with the currency and period of the defined-benefit plan instead.

    • B. Re-measurements arising on defined-benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

    • C. The related expenses of the past service cost are immediately recognized as profit and loss.

  • Termination benefits

Refer to when companies decide to terminate the employees before the normal retirement date, or when employees decide to accept the benefits in exchange for the termination. The Group recognizes expenses when it is no longer able to withdraw the offer of termination benefits or when the relevant restructuring costs are recognized, whichever is earlier. Liabilities that are not expected to be paid off within twelve months from the balance sheet date should be discounted.

  1. Remuneration for employees and directors

Employees’ bonuses and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.

(XXV) Share-based payment to employees

The share-based payment agreement for delivery of equity is a transaction in which employees’ labor service received as consideration for the Company’s equity instrument at fair value, and it is recognized as compensation costs during the vesting period, and the equity is adjusted accordingly. The fair value of equity instrument shall reflect the effects of vesting and non-vesting conditions of market value. The recognized remuneration costs are adjusted in accordance with the expected service conditions to be met and the nonvesting market value conditions, until the final recognized amount is recognized with the vesting amount on the vesting date.

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(XXVI) Income tax

  1. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  2. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  3. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax arising from the initially recognized goodwill is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss and does not generate taxable and deductible temporary difference. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  4. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  5. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities. They are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

(XXVII) Capital

  1. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  2. When the Company buys back the issued shares, the consideration paid, including any directly attributable incremental costs, is recognized as a deduction of shareholders’ equity with the net amount after tax. When the purchased shares are subsequently reissued, the difference between the consideration received and the book value after

~33~

deducting any directly attributable incremental costs and the impact of income tax is recognized as an adjustment to shareholders’ equity.

(XXVIII) Dividend distribution

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities. Stock dividends are recorded as dividends to be distributed and transferred to be common stocks on the record date of issuance of new shares.

(XXIX) Recognized revenue

1. Sales of services

The Group mainly provides photomask manufacturing and integrated circuit packaging services. The actual services provided and fees will vary according to different customers. Prices are negotiated separately before providing services, and are based on the prevailing market price. The performance obligations identified based on customer contracts are mainly for photomask manufacturing and packaging services, and revenue is recognized by measuring the degree of completion of performance obligations during the period of service provision.

With the provision of photomask manufacturing and packaging services, the customer simultaneously receives and consumes the performance benefits, and the customer has control over the asset when the asset is created or enhanced. The Group’s performance does not create any assets available for other purposes and has the exercisable right to the amount that has been completely performed till now. The related revenue is recognized by measuring the degree of completion of the performance obligation during the service period. The photomask manufacturing and packaging services are based on the input of the technical staff on the basis of the service, and the progress of completion is measured based on the percentage of the incurred cost to the estimated total cost. After the agreed service or shipment is fulfilled for the contract agreement, a bill is issued, so the contract assets are recognized when the service provided, and transferred to account receivables when the customer agrees to the Group to issue the bill.

2. Product sales

  • (1) The Group manufactures and sells semiconductor-related integrated circuit products, medical equipment products, etc. The sales revenue is recognized when the control of the product is transferred to the customer. That is, once products are delivered to customers, the customers have discretion on the channel and price of product sales, and the Corporate Group has no outstanding performance obligations that may affect customers’ acceptance of the products. The delivery of products occurs when products are shipped to a designated location and the risk of obsolescence and loss has been transferred to customers, and the customers accept the products in accordance with the sales contract or have objective evidence that all criteria have been met.

  • (2) The time interval between the transfer products or services promised to customers and the customers’ payment has not exceeded one year, so the Corporate Group has not adjusted the transaction price to reflect the time value of money.

  • (3) Accounts receivable are recognized when goods are delivered to customers. The Corporate Group has unconditional rights to the contract price, and will be able to

~34~

collect the amount from the customers after the time has passed.

(XXX) Government subsidies

Government subsidies are recognized at fair value once it is reasonably convinced that the Company complies with the conditions for subsidies and will be receiving the subsidies. If the nature of the government subsidies is to compensate the expenses incurred by the Group, the government subsidies are recognized as current gains and losses on a systematic basis during the period in which the related expenses are incurred.

(XXXI) Business combination

  1. The Corporate Group adopts the acquisition method for business combination. The combination consideration is calculated based on the fair value of transferred assets, liabilities incurred or assumed, and equity instruments issued. The transferred consideration includes the fair value of any assets and liabilities arising from contingent consideration agreed. The acquisition-related costs are recognized as expenses when incurred. The identifiable assets acquired and the liabilities assumed in a business combination are measured at the fair value on the acquisition date. The Group uses individual acquisition transactions as the basis. If the non-controlling interest is part of the current ownership interest and the holder has the right to a proportional share of the company’s net assets at the time of liquidation, it is measured at a fair value on the acquisition date or based on the proportion of identifiable assets of acquiree. Other components of non-controlling interests are measured at fair value of the acquisition date.

  2. If the total fair value of transfer of consideration, non-controlling interests of acquiree and the interest of acquiree that has been held previously exceeds the fair value of identifiable assets and the assumed liabilities, it is recognized as goodwill on the acquisition date. If the identifiable assets acquired and the assumed liabilities exceed the transfer of consideration, the difference between the non-controlling interests of acquiree and the total fair value of acquiree’s interests previously held is recognized as the current profit or loss.

(XXXII) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the president that makes strategic decisions.

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V. Critical Accounting Judgments and Key Sources of Estimation and Uncertainty

The preparation of these consolidated financial statements requires the management to make critical judgments in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please see the following explanation of critical accounting judgments and key sources of estimation and uncertainty:

(I) Important judgments adopted by the accounting policies

None.

(II) Critical accounting estimates and assumptions

Evaluation of Inventories

The Group is primarily engaged in mask and integrated circuit services in the semiconductor industry. Due to rapid technological innovations, short life-cycle and competition within the mask industry, the risk of price fluctuations, Loss on decline in value of inventories and obsolescence is higher than that of other industries. The Group measures inventory based on the lower of cost and net realizable value. For inventories that are older than a certain period of age or are outdated and obsolete, the Group must use judgment and estimation to determine the net realizable value of the inventory on the balance sheet date. The valuation of inventory may undergo major changes.

As of December 31, 2023, the book value of the Corporate Group’s inventory was NT$701,823.

VI. Summary of Significant Accounting Items

(I) Cash and Cash Equivalents

Cash on hand
Checking accounts and demand deposits
Time deposits
Total
December 31, 2023
$ 629
1,332,772
30,705
$ 1,364,106
December 31, 2022
$ 612
1,012,305
737,040
$ 1,749,957
  1. The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  2. The Group has no cash and cash and cash equivalents pledged to others.

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(II) Financial assets and liabilities at fair value through profit or loss

Items
December 31, 2023
Current items:
Mandatory financial assets at fair value
through profit or loss
Shares of listed and OTC company
$ 1,351,033
Beneficiary certificates
500
1,351,533
Valuation adjustment
275,003
$ 1,626,536
Financial liabilities mandatorily measured at
fair value through profit or loss
Convertible bond call/put options
$ 9,383
Non-current items:
Mandatory financial assets at fair value
through profit or loss
Shares of listed and OTC company
$ 2,689,504
Shares of non-listed and non-OTC
company
129,949
Private equity
75,000
2,894,453
Valuation adjustment
1,725
$ 2,896,178
December 31, 2022
$ 1,254,041
500
1,254,541
330,057
$ 1,584,598
$ 5,697
$ 2,596,725
115,338
20,000
2,732,063
164,494
$ 2,896,557
  1. Details of financial assets/liabilities at fair value through profit or loss recognized in profit or loss are as follows:
or loss are as follows:
Financial assets mandatorily measured at
fair value through profit or loss
Shares of listed and OTC company
Convertible bond call/put options
Shares of non-listed and non-OTC
company

($ (
(
($
2023
115,526)
3,686)
1,196)
120,408)
($ (
(
2022
654,638)
10,697)
12,236)
677,571)

($
  1. Please see Note 8 on how the Group provides financial assets at fair value through profit or loss as a pledged collateral.

  2. Please see Note 12 (2) and (3) for the price risk and fair value information related to financial assets and liabilities at fair value through profit or loss.

~37~

(III) Financial assets measured at amortized cost

Items
Current items:
Demand Deposit
Time deposits
Non-current items:
Demand Deposit
Time deposits
Total
December 31, 2023
$ 156,629
103,256
$ 259,885
$ 377,550
282,607
$ 660,157
December 31, 2022

$ 102,500
57,965
$ 160,465
$ 22,383
485,219
$ 507,602
  1. Financial assets at amortized cost is recognized in the profit or loss shown as follows:
Interest income 2023
$ 8,570
2022
$ 9,052
  1. While not considering the collaterals or other credit enhancements, the financial assets at amortized cost held by the Group had the maximum exposure of credit risk at NT$920,042 and NT$668,067 as of December 31, 2023 and 2022, respectively.

  2. Please see Note 8 on how the Group provides financial assets at amortized cost as a pledged collateral.

(IV) Notes and accounts receivable

Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Less: Loss allowance
December 31, 2023
$ 6,049
$ 1,508,229
26
1,508,255
( 29,423)
$ 1,478,832

December 31, 2022
$ 1,361
$ 1,521,609
2,346
1,523,955
( 20,597)
$ 1,503,358

~38~

  1. Aging of accounts receivable notes receivable is as follows:
Not past due
Up to 30 days
31-90 days
91-180 days
More than 181
days past due
$


December 31, 2023
Accounts
Receivables
Notes
Receivables
1,226,407
$ 6,049
171,778
-
78,432
-
11,385
-
20,253
-
1,508,255
$ 6,049
December 31, 2023
Accounts
Receivables
Notes
Receivables
1,226,407
$ 6,049
171,778
-
78,432
-
11,385
-
20,253
-
1,508,255
$ 6,049
$


December 31, 2022
Accounts
Receivables
Notes
Receivables
1,188,466
$ 1,361
224,106
-
85,210
-
14,582
-
11,591
-
1,523,955
$ 1,361

$
$ 6,049

$

The above is an aging report based on the number of days past due.

  1. As of December 31, 2023 and 2022, accounts receivable and notes receivable were from contracts with customers. The balances of notes and accounts receivable as of January 1, 2022 was NT$1,280,623.

  2. While not considering the collaterals or other credit enhancements, the accounts receivable held by the Group had the maximum exposure of credit risk at NT$1,478,832 and NT$1,503,358, respectively, as of December 31, 2023 and 2022.

  3. Please refer to Note 12 (2) for the information on credit risk of accounts receivable.

(V) Inventories

Raw materials
Work in process
Finished goods
Merchandise
Total
$

Cost
293,091
169,281
216,092
127,487
805,951
December 31, 2023
(Gain from reversal of) loss
$

Book value
247,444
155,442
179,281
119,656
701,823

allowance on decline in
market value of inventories
($ 45,647)
( 13,839)
( 36,811)
( 7,831)
($ 104,128)

$

$
Raw materials
Work in process
Finished goods
Merchandise
Total
$

Cost
257,443
84,578
74,560
98,708
515,289
December 31, 2022
(Gain from reversal of) loss
$

Book value
179,445
75,110
36,942
91,033
382,530

allowance on decline in
market value of inventories
($ 77,998)
( 9,468)
( 37,618)
( 7,675)
($ 132,759)

$

$

~39~

The cost of inventories recognized as losses by the Corporate Group.

Cost of goods sold
$ Loss on falling prices of
inventory and inventory
obsolescence (gain from
recovery)
(
Loss on scrapping of
inventory
Revenue from sales of
leftovers
(
$
2022
5,466,608
$ 68,059)
6,327
41,310) (
5,363,566
$
2021
5,609,401
26,310
11,169
4,387)
5,642,493

For 2023, part of the inventory for which the provision for impairment losses had been made in the previous period was sold and scrapped, resulting in a recovery in the net realizable value of the inventory, which was recognized as a decrease in operating costs.

(VI) Investment under Equity Method

Affiliates:
Advagene Biopharma Co., Ltd.
Weida Hi-Tech Co., Ltd.
December 31, 2023
$ 41,425
26,081
$ 67,506
December 31, 2022
$ 40,485
84,080
$ 124,565

The book value and the share of operating results of each of the Group’s insignificant affiliates are summarized as follows:

Net loss of current period from continuing
operations
2023
($ 85,789)
2022
($ 61,296)

As of December 31, 2023 and 2022, the Group held 29.54% and 28.20% of the shares of Advagene Biopharma Co., Ltd., respectively, and 30.73% and 28.20% of the shares of Weida Hi-Tech Co., Ltd., respectively. The Group was the single largest shareholder of the companies. However, the Group did not hold a majority of the Board of Directors’ seats and therefore did not actually participate in the business decisions and operating policies, including strategic decisions (such as financing, acquisitions, personnel and dividend policies) of Advagene Biopharma and Weida Hi-Tech Co., Ltd. The Group’s shareholding alone does no reach the statutory attendance percentage of shareholders meetings, indicating that the Group has no actual ability to direct relevant activities. Therefore it is judged that the Group has no control over the companies, and only has a significant influence on them.

~40~

(VII) Property, plant and equipment

January 1, 2023
Cost
Accumulated depreciation
2023
January 1
Add - Cost
Disposals - Cost
Disposal - Accumulated
depreciation
Depreciation
Reclassification
Increase in consolidated
entities
Transfer-in amount
Net exchange differences -
Cost
Net exchange differences -
Accumulated depreciation
December 31
December 31, 2023
Cost
Accumulated depreciation
Buildings and
structures
(including land)
$ 2,538,391
( 737,646)
$ 1,800,745
$ 1,800,745
164,896
-
-
( 188,074)
128,666
35,052

-

-
$ 1,941,285
$ 2,879,772
( 938,487)
$ 1,941,285
Machinery and
equipment
$ 5,286,246
( 2,144,752)
$ 3,141,494
$ 3,141,494
2,875,949
( 43,409)
35,994
( 567,664)
251,561
5,423
13
( 7)
$ 5,699,354
$ 8,379,360
( 2,680,006)
$ 5,699,354
Office equipment
$ 65,406
( 34,354)
$ 31,052
$ 31,052
20,613
( 458)
458
( 15,756)
548
1,954
3
( 2)
$ 38,412
$ 89,028
( 50,616)
$ 38,412
Office equipment
Transportation
equipment
$ 8,466
( 5,556)
$ 2,910
$ 2,910
2,755
-
-
( 1,282)
-
550
5
( 4)
$ 4,934
$ 11,826
( 6,892)
$ 4,934
Mold
equipment
$ 313,370
( 295,689)
$ 17,681
$ 17,681
23,023
-
-
( 7,628)
1,585
-
-
-
$ 34,661
$ 337,978
( 303,317)
$ 34,661
Other
equipment
$ 595,668
( 243,902)
$ 351,766
$ 351,766
227,653
( 126,117)
125,525
( 94,179)
39,212
422
3
-
$ 524,285
$ 764,529
( 240,244)
$ 524,285
Unfinished
construction and
Total
$ 9,345,560
( 3,461,899)
$ 5,883,661
$ 5,883,661
4,437,080
( 169,984)
161,977
( 874,583)
( 75,756)
43,401
24
( 13)
$ 9,405,807
$ 13,625,369
( 4,219,562)
$ 9,405,807
equipment under

$

$

$
$

$
(

(



(

$


(



(
(

$

$

$ (

$ (

$

$

~41~

January 1, 2022
Cost
Accumulated
depreciation
2022
January 1
Add - Cost
Disposals - Cost
Disposal - Accumulated
depreciation
Depreciation
Reclassification
December 31
December 31, 2022
Cost
Accumulated
depreciation
Buildings and
structures
(including land)
$ 2,327,441
( 654,360)
$ 1,673,081
$ 1,673,081
363,663
-
-
( 127,097)
( 108,902)
$ 1,800,745
$ 2,538,391
( 737,646)
$ 1,800,745
Machinery and
equipment
$ 3,631,853
( 1,563,467)
$ 2,068,386
$ 2,068,386
1,370,721
( 391,644)
391,565
( 354,072)
56,538
$ 3,141,494
$ 5,286,246
( 2,144,752)
$ 3,141,494
Office equipment
$ 46,490
( 21,271)
$ 25,219
$ 25,219
13,473
( 29)
29
( 10,659)
3,019
$ 31,052
$ 65,406
( 34,354)
$ 31,052
Office equipment
Transportation
equipment
$ 6,544
( 3,444)
$ 3,100
$ 3,100
654
-
-
( 844)
-
$ 2,910
$ 8,466
( 5,556)
$ 2,910
Mold equipment
Other
equipment
$ 18,784
$ 63,751
( 6,472)
( 5,504)
$ 12,312
$ 58,247
$ 12,312
$ 58,247
6,677
40,174
-
( 65,269)
-
64,352
( 7,036)
( 16,215)
5,728
270,477
$ 17,681
$ 351,766
$ 313,370
$ 595,668
( 295,689)
( 243,902)
$ 17,681
$ 351,766
Unfinished
construction and
Unfinished
construction and
Total
$ 6,340,879
( 2,254,518)
$ 4,086,361
$ 4,086,361
2,315,405
( 456,942)
455,946
( 515,923)
( 1,186)
$ 5,883,661
$ 9,345,560
( 3,461,899)
$ 5,883,661
equipment under

$

acceptance
246,016
-
246,016
246,016
520,043
-
-
-
228,046)
538,013
538,013
-
538,013

$
$

$


(

$
(
$




$

$ (

$

$
$
  1. The Group had no interest capitalization for investment property in 2023 and 2022.

  2. The major components of the Group’s buildings and structures include land, buildings and factory renovation projects. Except for land, they are depreciated for 5 to 56 years.

  3. Information on property, plant and equipment pledged to others as collateral is provided in Note 8.

  4. The abovementioned property, plant and equipment of the Group are for self-use.

~42~

(VIII) Leasing arrangements - lessee

  1. The underlying assets leased by the Group include land, buildings and company vehicles. Leasing contracts are typically made for periods of 3 to 20 years. Lease contracts are negotiated separately and include a variety of terms and conditions. There are no restrictions for the leased assets, except that they cannot be used as loan collaterals.

  2. The lease periods of other equipment leased by the Group did not exceed 12 months.

  3. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land
Buildings and structures
Transportation equipment (company
vehicles)
Other equipment
Land
Buildings and structures
Transportation equipment (company
vehicles)
Other equipment
December 31, 2023
Book value
$ 481,191
18,226
15,407
39,806
$ 554,630
2023
Depreciation
$ 25,710
14,125
12,043
3,583
$ 55,461
December 31, 2022
Book value
$ 507,948
1,018
16,241
25,404
$ 550,611
2022
Depreciation
$ 25,727
11,781
9,640
1,854
$ 49,002
  1. The increase in the right-of-use assets was NT$52,886 and NT$16,769 for 2023 and 2022, respectively.

  2. The information on profit or loss items related to lease contracts is as follows:

Items affecting current profit and loss
Interest expenses on lease liabilities
Expenses for short-term lease contracts
Lease of low-value assets
2023
$ 7,345
6,534
4,491
2022
$ 7,012
6,283
2,785
  1. The Group’s total cash outflow on leases for 2023 and 2022 was NT$70,186 and NT$71,636, respectively.

  2. Options to extend or terminate leases

In determining lease terms, the Group takes into consideration all facts and circumstances that create economic incentives to exercise an option to extend or terminate leases. The

~43~

assessment of lease period is reviewed if a significant event occurs which affects the assessment of options to extend or options not to terminate.

  • (IX) Leasing arrangements - lessor

  • The Group leases out assets such as buildings. The lease contracts are typically made for periods of 1 to 2 years. The terms of lease contracts are negotiated separately and include various terms and conditions. In order to preserve the condition of leased assets, the Group usually requires lessees not to pledge the underlying leased assets.

  • The Group recognized rental income of NT$20,580 and NT$19,276 based on operating lease contracts in 2023 and 2022, respectively, and none of the lease contracts were variable lease payments.

  • The maturity analysis of the undiscounted lease payments under the operating leases is as follows:

2023
2024
December 31, 2023
$ -
16,674
$ 16,674
December 31, 2022
$ 14,476
786
$ 15,262

(X) Real estate investment

January 1, 2023
Cost
Accumulated depreciation
2023
January 1
Reclassification for the period -- Cost
Reclassification for the period -- Accumulated depreciation
Depreciation
December 31
December 31, 2023
Cost
Accumulated depreciation
Buildings and
structures
$ 185,942
( 15,596)
$ 170,346
$ 170,346
6,234
( 2,720)
( 3,360)
$ 170,500
$ 192,176
( 21,676)
$ 170,500

~44~

January 1, 2022
Cost
Accumulated depreciation
2022
January 1
Depreciation
December 31
December 31, 2022
Cost
Accumulated depreciation
Buildings and
structures
$ 185,942
( 12,328)
$ 173,614

$ 173,614
( 3,268)
$ 170,346

$ 185,942
( 15,596)
$ 170,346
  1. Rental income and direct operating expenses of investment real estate:
Rental income from investment property
Direct operating expenses incurred by
investment properties that generate rent
income in the period
2023
$ 19,224
$ 3,436
2022
$ 16,436
$ 2,641
  1. The fair value of the investment property held by the Group as of December 31, 2023 and 2022 were NT$160,853 and NT$165,392, respectively. They were valuated using the income method and were of Level 3 fair value, and the major assumptions are as follows:
Discount rate
Annual rent (net income)
Number of years
December 31, 2023
3.75%~5.56%
$ 19,092
45~50
December 31, 2022

7.09%
$ 11,285
45~50
  1. No capitalization of interest for investment property in 2023 and 2022.

  2. As of December 31, 2023 and 2022, the investment properties had been used as collaterals. Please refer to Note 8.

~45~

(XI) Intangible assets

January 1
Cost
Accumulated
amortization and
impairments
January 1
Consolidated transfer
in
Add - Cost
Disposals - Cost
Reclassification
Amortization expense
December 31
December 31
Cost
Accumulated
amortization and
impairments
2023
trademark and
concession
Computer
software
$272,017
$114,747
( 47,408)
( 64,846)
$224,609
$ 49,901
$224,609
$ 49,901
-
-
-
36,321
-
-
5,387
( 6,830)
( 28,464)
( 23,525)
$201,532
$ 55,867
$280,614
$139,950
( 79,082)
( 84,083)
$201,532
$ 55,867
$ ( Patents
9,592
7,696)
1,896
1,896
-
654
1,544)
1,443
506)
1,943
6,165
4,222)
1,943
Goodwill
$220,774
-
$220,774
$220,774
241,294
-
-
-
-
$462,068
$462,068
-
$462,068
Total
$617,130
( 119,950)
$497,180
$497,180
241,294
36,975
( 1,544)
-
( 52,495)
$721,410
$888,797
( 167,387)
$721,410
concession
$272,017
( 47,408)
$224,609
$224,609
-
-
-
5,387
( 28,464)
$201,532
$280,614
( 79,082)
$201,532

$

$

(

(

$

$ (

$

~46~

January 1
Cost
Accumulated
amortization and
impairments
January 1
Addition - From
separate acquisition
Acquisition
Amortization expense
December 31
December 31
Cost
Accumulated
amortization and
impairments
2022
trademark and
concession
Computer
software
$272,017
$ 68,980
( 9,506)
( 59,318)
$262,511
$ 9,662
$262,511
$ 9,662
-
45,767
( 37,902)
( 5,528)
$224,609
$ 49,901
$272,017
$114,747
( 47,408)
( 64,846)
$224,609
$ 49,901
$ ( Patents
9,592
5,735)
3,857
3,857
-
1,961)
1,896
9,592
7,696)
1,896
Goodwill
$220,774
-
$220,774
$220,774
-
-
$220,774
$220,774
-
$220,774
Total
$571,363
( 74,559)
$496,804
$496,804
45,767
( 45,391)
$497,180
$617,130
( 119,950)
$497,180
concession
$272,017
( 9,506)
$262,511
$262,511
-
( 37,902)
$224,609
$272,017
( 47,408)
$224,609

$

$
(

$

$ (

$

Due to business mergers, as detailed in Note 6(31), the Group’s goodwill increased by NT$241,294 for 2023.

(XII) Other Non-Current Assets

Prepayments for equipment
Refundable deposit
Others
Total
December 31, 2023
$ 422,444
90,526
1,669
$ 514,639
December 31, 2022

$ 1,293,001
52,758
3,378
$ 1,349,137

~47~

(XIII) Short Term Loans

Type of borrowings December 31,
2023
$ 1,657,862
3,741,508
30,000
$ 5,429,370
December 31,
2022
$ 1,618,197
3,006,328
-
Range of
interest rate
0.88%~4.01%
1.20%~4.71%
2.700%
Range of
interest rate
1.06%~2.68%
1.25%~2.75%
Collateral
None
Certificates of deposit, reserve
accounts (Note), stocks of listed
and OTC companies and
treasury stock
None
Collateral
None
Certificates of deposit, reserve
accounts, stocks of listed and
OTC companies, treasury stock
and investment properties.

Bank borrowings
Credit loan
Secured
borrowings
Other borrowings
Credit loan
Type of borrowings

Bank borrowings
Credit loan
Secured
borrowings
$ 4,624,525

The interest expenses recognized in profit and loss in 2023 and 2022 were NT$126,371 and NT$77,598, respectively.

Note: The responsible person of the subsidiary is the joint guarantor.

(XIV) Other Payables

Payable on machinery and equipment
Payroll and bonus payable
Remunerations payable to employees and
directors
Machine maintenance payable
Others
December 31, 2023
$ 498,861
153,545
94,305
44,906
413,536
$ 1,205,153
December 31, 2022

$ 111,919
111,894
129,630
51,362
432,408
$ 837,213

~48~

(XV) Corporate bonds payable

Corporate bonds payable
Less: Amount of exercised conversion
options
Less: Discount on corporate bonds payable
Less: Corporate bonds matured in one year
or a business cycle or have the put
option exercised
December 31, 2023
$ 3,800,000
( 324,400)
( 51,000)
3,424,600
-
$ 3,424,600
December 31, 2022

$ 3,000,000
( 324,400)
( 66,556)
2,609,044
-
$ 2,609,044
  1. The terms of issuance for the Group’s 3rd domestic unsecured convertible bonds are as follows:

  2. (1) The Group has been approved by the competent authority to raise and issue $2,000,000 of the 3rd domestic unsecured convertible bonds, with a coupon rate of 0% and an issuance period of 5 years from August 3, 2021 to August 3, 2026. The convertible bonds are repayable in cash at par value on maturity. The convertible bonds were listed for trading on August 3, 2021.

  3. (2) The bondholders may request the conversion of the convertible bonds into the Group’s common shares at any time from the day after the expiration of three months from the date of issuance of the corporate bonds to the maturity date, except during the period when the transfer of the corporate bonds is suspended in accordance with the regulations or laws, and the rights and obligations of the converted common shares are the same as those of the original issued common shares.

  4. (3) The conversion price of the convertible bonds is determined in accordance with the pricing model stipulated in the Measures, and the conversion price will be adjusted in accordance with the pricing model stipulated in the Conversion Measures in the event that the Group is subject to anti-dilution provisions. The conversion price will be reset on the base date set by the Regulations in accordance with the pricing model stipulated in the Conversion Measures. As of December 31, 2023, the conversion price was NT$82.4 per share.

  5. (4) If the closing price of the Company’s common stock exceeds 30% of the then conversion price for 30 consecutive business days from the day following the third month of the issuance of the convertible bonds to the 40th business day prior to the expiration of the issuance period, the Company may redeem the outstanding corporate bonds within the next 30 business days at the par value of the corporate bonds in cash.

  6. (5) If the outstanding balance of the convertible bonds is less than 10% of the total par value of the corporate bonds issued, the Company may redeem the convertible bonds at any time thereafter for cash at the par value of the corporate bonds, from the day following the third month of the issuance of the corporate bonds to the 40th business

~49~

day prior to the expiration of the issuance period.

  • (6) As of December 31, 2023, a total amount of NT$324,400 had been converted into 3,733 thousand shares of common stock.

  • Upon issuance of convertible bonds, the Group separated the conversion options from the components of liabilities in accordance with IAS 32, “Financial Instruments: Presentation,” and recorded “capital surplus - stock options” at $406,616. The embedded repurchase and repurchase rights are separated from the principal contractual debt instruments in accordance with IFRS 9, “Financial Instruments”, because they are not closely related to the economic characteristics and risks of the principal contractual debt instruments, and are recorded as “financial assets or liabilities at fair value through profit or loss” on a net basis. The effective interest rate of the master contract debt after the separation was 0.0902%.

  • First series domestic secured corporate bonds

  • In order to raise the Group’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the first series domestic secured corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount of issue: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of $300,000, and B is issued with an amount of $200,000, totaling $500,000.

  • (2) Issue period: Five years, issued on September 28, 2022, and matured on September 28, 2027.

  • (3) Coupon rate and repayment method of principal and interest: Both Bond A and Bond B have a fixed annual coupon rate of 1.80%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Second series domestic secured convertible corporate bonds

In order to raise the Group’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the second series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount of issuance: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of $200,000, and B is issued with an amount of $300,000, totaling $500,000.

  • (2) Issue period: Five years, issued on December 27, 2022, and matured on December 27, 2027.

  • (3) Coupon rate and repayment method of principal and interest: Bond A has a fixed annual coupon rate of 2.20% and Bond B has a fixed annual coupon rate of 2.38%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Third series domestic secured convertible corporate bonds

~50~

In order to raise the Group’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the third series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount issued: NT$300,000 in total.

  • (2) Issuance period: Five years from issuance on August 28, 2023 to expiration on August 28, 2028.

  • (3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 1.62% per annum, and the simple interest is calculated once a year. At maturity, the principal is repaid in cash based on the face value of the bond.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

  • Fourth series domestic secured convertible corporate bonds

In order to raise the Group’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the fourth series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:

  • (1) Total amount issued: NT$500,000 in total.

  • (2) Issuance period: Five years from issuance on December 12, 2023 to expiration on December 12, 2028.

  • (3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 1.8% per annum, and the simple interest is calculated once a year. At maturity, the principal is repaid in cash based on the face value of the bond.

  • (4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.

~51~

- (XVI) Long term borrowings

Type of
borrowings
Long-term bank
Secured
borrowings
Secured
borrowings
Secured
borrowings
Secured
borrowings
Credit loan
Other long-term
Secured
borrowings
Secured
borrowings
Credit loan
Less: Long-term
Borrowing period and
payment method
Range of
interest rate
Collateral
borrowings
From December 27, 2021
to December 27, 2032, to
be repaid in installments
and installments over the
agreed period
2.20%~2.55% Buildings and
structures and
investment properties
From January 28, 2022 to
January 28, 2027, to be
repaid in installments and
installments over the
agreed period
2.55%
Buildings and
structures, machinery
equipment and
investment property
From July 26, 2023 to
July 25, 2038, with
interest paid monthly
2.45%~2.55% Plant and land
From June 12, 2018 to
July 05, 2028, to be
repaid in installments and
installments over the
agreed period
2.25%~4.33% Machinery and
equipment
From January 24, 2022 to
January 24, 2027,
monthly interest payments
with principle and interest
1.50%~3.00% None (Note)
borrowings
From March 25, 2021 to
July 29, 2027, to be
repaid in installments and
installments over the
agreed period
2.45%~8.20% Machinery and
equipment
From June 10, 2022 to
June 28, 2028, with
interest paid monthly
3.53%~6.48% Houses, buildings,
machinery and
equipment, and land
From December 30, 2021
to June 30, 2025, to be
repaid in installments and
installments over the
agreed period
4.19%~7.80% None
borrowings due within one year or one business cycle)
December 31,
2023

$ 1,005,263

1,000,000
127,600
983,360
6,318
610,369
393,143
216,503
-
4,342,556
( 1,216,216)
$ 3,126,340

~52~

Type of
borrowings
Long-term bank
Secured
borrowings
Secured
borrowings
Secured
borrowings
Secured
borrowings
Secured
borrowings
Borrowing period and
payment method
Range of
interest rate
Collateral
December
31, 2022
borrowings
From December 28, 2021
to January 28, 2027,
repayable in portions and
in installments during the
term specified in the
agreement
2.43%
Buildings and
structures and machine
and equipment
$ 1,250,000
From December 27, 2021
to December 27, 2024,
repayable in portions and
in installments during the
term specified in the
agreement
2.41%
Buildings and
structures
250,000
Repayable in portions and
in installments during the
term specified in the
agreement from June 12,
2018 to December 15,
2026
1.73%~
3.13%
Machinery and
equipment
1,050,407
From December 28, 2022
to December 27, 2032,
repayable in portions and
in installments during the
term specified in the
agreement
2.07%
Buildings and
structures and
investment properties
850,000
From January 24, 2022 to
January 24, 2027,
monthly interest payments
with principle and interest
1.50%~2.88
%
None (Note)
8,247

~53~

Type of
borrowings
Other long-term
Secured
borrowings
Secured
borrowings
Credit loan
Secured
borrowings
Less: Long-term
business cycle)
Borrowing period and
payment method
Range of
interest rate
Collateral
borrowings
Principal is amortized
from October 29, 2021 to
September 16, 2027
3.97%
Machinery and
equipment
Repayment of principal
and interest in monthly
installments from March
25, 2021 to July 29, 2027
2.45%~
8.20%
Machinery and
equipment
December 30, 2021 to
April 30, 2024, the
interest is paid together
with the principal.
7.610%
None
Repayment of principal
and interest in monthly
installments from July 10,
2022 to June 10, 2027
4.25%
Machinery and
equipment
borrowings due within one year or one
December
31, 2022
89,655
90,068
14,240
176,830
-
3,779,447
( 611,473)
$ 3,167,974

Note: The responsible person of the subsidiary is the joint guarantor.

(XVII) Pensions

  1. (1) The Company and its domestic subsidiaries operate a defined benefit pension plan in accordance with the Labor Standards Act, which cover all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last six months prior to retirement. The Company and its domestic subsidiaries contribute a monthly amount equal to 2% of employees’ monthly salaries and wages to a retirement fund at the Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contribution for the deficit by the end of next March.

~54~

  • (2) The amounts recognized in the balance sheet are as follows:
Present value of defined benefit
obligations
Fair value of plan assets
Defined Benefit Liabilities
December 31, 2023
($ 22,650)
12,417
($ 10,233)
December 31, 2022

($ 21,458)
5,861
($ 15,597)
  • (3) The subsidiary, Miracle Technology Co., Ltd., has reached an agreement with the employees subject to the old pension system to settle the seniority payment under this system in accordance with the Labor Standards Act and the Labor Pension Act. This was approved by Hsinchu County Government on October 20, 2022. Checks were received from the retirement reserve funds under custody of the Bank of Taiwan on August 4, 2023 in accordance with paragraph 9 of the Regulations for the Allocation and Management of the Workers’ Retirement Reserve Funds. The over-payment to the employees’ retirement reserve funds determined after settlement of the seniority payment for the employees was recognized as pension profit of $326.

  • (4) Changes in net defined benefit liabilities are as follows:

2023
Balance on January 1
Interest (expense)
income
Re-measurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience
adjustments
Pension fund
contribution
Balance on December
31
Present value of
defined benefit
obligations
($ 21,153)
( 296)
( 21,449)

-

( 251)
( 950)
( 1,201)
-
($ 22,650)
Fair value of plan
Defined Benefit
Fair value of plan
Defined Benefit

assets
$ 4,947
84

Liabilities
($ 16,206)

( 212)
( 16,418)
56
( 251)
( 950)

( 1,145)
7,330
($ 10,233)
5,031

56
-
-
56
7,330

$ 12,417

Note: The subsidiary, Miracle Technology Co., Ltd., settled the labor pension reserve funds in August 2023, so only the changes in the Company’s net defined benefit liabilities were disclosed in 2023.

~55~

2022
Balance on January 1
Current service cost
Interest (expense)
income
Re-measurements:
Return on plan assets
(excluding amounts
included in interest
income or expense)
Change in financial
assumptions
Experience
adjustments
Pension fund
contribution
Paid pension
Balance on December
31
2022
Present value of
defined benefit
obligations
($ 22,899)
( 61)
( 171)
( 23,131)

-

1,646
( 4,773)
( 3,127)
-
4,800
($ 21,458)
Fair value of plan
assets
$ 7,990
-
67
Defined Benefit
Liabilities
($ 14,909)
( 61)
( 104)
( 15,074)
471
1,646
( 4,773)
( 2,656)
2,133
-
($ 15,597)
8,057
471
-
-
471
2,133
( 4,800)
$ 5,861
  • (5) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings are less than the aforementioned rates, government shall make payments for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating the fund and hence the Company is unable to disclose the classification of fair value of plan asset in accordance with IAS19 paragraph 142. The composition of fair value of plan assets as of December 31, 2023 and 2022 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

~56~

(6) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
2023
1.3%
2.125%
2022
1.4%
2.125%

Assumptions for 2023 and 2022 regarding future mortality experience are set based on the Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changes, the present value of defined benefit obligation is affected. The analysis is as follows:

December 31, 2023
Effect on present value of
defined benefit
obligation
December 31, 2022
Effect on present value of
defined benefit
obligation

($
Discount
0.25%
increase
637)
$ 641)
$
Discount Discount rate
0.25%
decrease
661
666
$ Future salary increases
0.25%
increase
0.25%
decrease
640
($ 620)
646
($ 626)
Future salary increases
0.25%
increase
0.25%
decrease
640
($ 620)
646
($ 626)
$
0.25%
increase
640
646

($


($
$ $
($

The sensitivity analysis above analyzes the impact from changing one of the assumptions while others remain constant. In practice, more than one assumption may change all at once. The sensitivity analysis is the same with the method used to calculate the net pension liabilities of the balance sheet.

  • (7) The expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2024 are $2,133.

  • (8) As of December 31, 2023, the weighted average duration of the retirement plan is 12 years.

  • (1) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (hereinafter referred to as the “New Plan”) under the Labor Pension Act (hereinafter referred to as the “Act”), covering all regular employees with domestic citizenship. Under the New Plan, the Company and its domestic subsidiaries contribute an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (2) For 2023 and 2022, the pension costs recognized by the Corporate Group in accordance with the abovementioned pension measures were NT$41,918 and NT$35,520, respectively.

~57~

(XVIII) Capital

  1. As of December 31, 2023, the Company’s authorized capital was NT$5,000,000, consisting of 500,000 thousand shares (including 20,000 thousand shares which can be subscribed to as employee stock options). The paid-in capital was NT$2,564,465 with a par value of NT$10. All proceeds from shares issued have been collected.

The movements in the number of the Company’s common stocks outstanding are as follows:

Unit: Thousand shares

January 1
Conversion of convertible bonds
Treasury stocks transfer to employees
Treasury Stock Buyback
Subsidiaries donated treasury stock
December 31




2023
205,230
-
7,023
-
900
213,153



(
2022
214,107
773
-
10,000)
350
205,230
  1. Treasury stock

  2. (1) Reasons for repurchase of shares and changes in the quantity:

Company name of the
shareholding
Subsidiary: Youe Chung
Capital Corporation
The Company
Company name of the
shareholding
Subsidiary: Youe Chung
Capital Corporation
The Company
Reasons for buyback
Subsidiary holds the
company’s stock
Transfer shares to
employees
Reasons for buyback
Subsidiary holds the
company’s stock
Transfer shares to
employees

December 31, 2023
Number of
shares
(thousand)
Book value
35,831
$ 509,891
7,462
664,593
43,293
$1,174,484
December 31, 2022
Number of
shares
(thousand)
Book value
36,731
$ 522,698
14,485
1,256,281
51,216
$1,778,979






~58~

  • (2) For 2023 and 2022, the Group’s share-based payment arrangements were as follows:
Type of arrangement
Transfer of treasury
shares to employees
Transfer of treasury
shares to employees
Grant date
111.01.26
112.04.19
Quantity
granted
4,485
10,000
Contract
Period
Immediate
vesting
Immediate
vesting
Vesting
conditions
Note
Note

Note: The Company grants treasury stocks to employees of the Company and its subsidiaries.

  • (3) Remuneration costs related to the transfer of treasury stocks of the Group in 2023 and 2022 were NT$0 and NT$19,061, respectively

  • (4) The Securities and Exchange Act stipulates that the percentage of the Company’s repurchase of outstanding shares shall not exceed 10% of the Company’s total issued shares, and the total value of shares purchased shall not exceed the retained earnings plus the premium of issued shares and the amount of realized capital reserve.

  • (5) The treasury stocks bought back by the Company in accordance with the Securities and Exchange Act shall not be pledged. Before transfer, shareholders are not entitled to the shareholders’ rights.

  • (6) According to the provisions of the Securities and Exchange Act, the share repurchased to be transferred to employees shall be transferred within 5 years from the date of the purchase. If the transfer is not made within the time limit, the shares are deemed as unissued shares and a change of registration shall be made to cancel the shares. In order to maintain the Company’s credit and shareholders equity, the shares bought back should have the registration changed to cancel the shares within six months from the date of the purchase.

  • (7) The Company’s stock held by the subsidiary Youe Chung Capital is treated as treasury stock. As of December 31, 2023 and 2022, Youe Chung Capital held 35,831 thousand and 36,731 shares, respectively, of the Company. The average book value per share was NT$14.23, and the fair value per share was NT$71.1 and NT$84., respectively. The cost of transferring treasury stocks is calculated based on the book value of the Company’s stock held by Youe Chung Capital and the Company’s indirect ownership ratio during each period.

  • (8) On November 3, 2021, the Board of Directors resolved to purchase 6,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 2.37% of the total number of issued shares of the Company. The repurchase of 4,485 thousand shares was completed between November 4, 2021 and January 3, 2022. On January 21, 2022, the Board of Directors approved the transfer of 4,485 thousand shares to employees.

  • (9) On May 6, 2022, the Board of Directors resolved to purchase 10,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 3.91% of the total number of issued shares of the Company. The repurchase of 10,000 thousand shares was completed between May 9, 2022 and July 8, 2022. On April 14, 2023, the Board of Directors approved the transfer of 10,000 thousand shares to employees, of which 7,023 shares were

~59~

transferred to employees in June 2023.

(XIX) Capital surplus

In accordance with the Company Act, any capital surplus arising from paid-in capital in excess of the par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the Securities and Exchange Act requires that the amount of capital surplus to be capitalized, as above, should not exceed 10% of paid-in capital each year. Capital reserves should not be used to cover accumulated deficit unless the legal reserve is insufficient. The following is a breakdown of the capital reserve:

January 1, 2023
Distribution of
cash from
capital surplus
Adjustment of
capital
reserve by
dividends
paid to
subsidiaries
Changes in
ownership
interests in
subsidiaries
recognized
Changes in
shares of
affiliates
recognized
under the
equity
method
Payment of
overdue
unclaimed
dividends to
shareholders
December 31,
2023
Issue
premiums
$96,650
( 49,797)
-
( 2,705)
-
-
$44,148
Trading of
treasury stock
$768,509
-
90,829
-
-
-
$859,338






Changes in
ownership
interests in
subsidiaries
stock option
$295,848
-
-
-
-
-
$295,848
Equity
changes in
affiliates
$ 68,427
-
-
-
13,793
-
$ 82,220
Others
$4,459
-
-
-
-
( 151)
$4,308
Total
$1,251,681
( 49,797)
90,829
133,604
13,793
( 151)
$1,439,959
recognized
$ 17,788
-
-
136,309
-
-
$ 154,097
$

~60~

Issue
premiums
January 1, 2022$269,010
Conversion of
convertible
bonds
68,829
Distribution of
cash from
capital surplus
(241,189)
Adjustment of
capital
reserve by
dividends
paid to
subsidiaries
-
Changes in
ownership
interests in
subsidiaries
recognized
-
Changes in
shares of
affiliates
recognized
under the
equity
method
-
Share-based
payment
transaction
-
-
December 31,
2022
$96,650
Trading of
treasury stock
$695,046
-
-
73,463
-
-
-
-
$768,509
Trading of
treasury stock








Changes in
ownership
interests in
subsidiaries
stock option
$295,074
( 13,357)
-
-
-
-
14,131
-
$295,848
stock option Equity
changes in
affiliates
$ 47,320
-
-
-
-
21,107
-
-
$ 68,427
Others
$4,459
-
-
-
-
-
-
-
$4,459
Total
$1,315,828
55,472
( 241,189)
73,463
10,169
21,107
16,831
-
recognized
$ 4,919
-
-
-
10,169
-
2,700
-
$ 17,788
$1,251,681

(XX) Retained earnings

  1. According to the Articles of Incorporation, any surplus from profit concluded at the end of year by the Company is first subject to reimbursement of previous losses and payment of taxes, followed by 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any earnings remaining shall be distributed as shareholders’ dividends in whole or partially.

  2. The Company takes into account the overall business environment, industrial growth, and the Company’s long-term financial planning for stable operation and development to adopt a residual dividend policy, which is mainly based on the Company’s future capital budgeting plan to measure the annual capital needs. After using the retained earnings for funding, the remaining surplus will be distributed in the form of dividends, and the distribution steps are shown as follows:

  3. (1) Decide on the best capital budgeting.

  4. (2) Decide on the financing required for one of the capital budgeting items.

  5. (3) Decide on the amount of the financing to be supported by retained earnings (methods such as cash capital increase or corporate bonds and so on can be adopted as support).

  6. (4) After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends

~61~

distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.

  1. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of the legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  2. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  3. The Company’s Board meeting resolved on March 6, 2024 to distribute a cash dividend of NT$1.5 per common share from the 2023 earnings, with a total dividend of NT$373,477.

  4. The Company’s board of directors resolved on May 24, 2023 to distribute a cash dividend of NT$2.30 per ordinary share from the 2022 surplus with a total dividend of NT$556,511. NT$0.20 per share is to be distributed from the capital surplus, with a total of NT$48,392. In addition, as the Company implemented the transfer of 7,023 thousand shares of treasury stock to employees, which changed the number of outstanding shares to 248,984 thousand shares, so the cash dividend was adjusted to $572,665 to be distributed from the capital surplus of $49,797.

  5. The Company’s board of directors resolved on May 26, 2022 to distribute a cash dividend of NT$1.00 per ordinary share from the 2021 surplus with a total dividend of NT$255,674. NT$1.00 per share is to be distributed from the capital surplus, with a total of NT$255,674. In addition, as the Company implemented the repurchase of 14,485 thousand shares of treasury stock, which changed the number of outstanding shares to 241,189 thousand shares, so the cash dividend was adjusted to $241,189 to be distributed from the capital surplus of $241,189.

(XXI) Other equity interests

2023
Foreign
Unrealized Hedging currency
gains and losses reserve translation Total
January 1 ($ 2,666) $ 13,174 $ 10,508
Difference in
foreign currency
translation:
- Group - ( 8,867)
( 8,867)
December 31 ($ 2,666) $ 4,307
$ 1,641

~62~

January 1
Difference in foreign
currency translation:
- Group
December 31
Unrealized gains
and losses
($ 2,666)
-
($ 2,666)
2022
Foreign currency
Total
$ 4,032
6,476
$ 10,508

translation
$ 6,698
6,476
$ 13,174

(XXII) Operating income

Revenue from contracts with customers

2023
$ 7,199,935
$ 2022
7,741,118

1. Segmentation of revenue from contracts with customers

The Group’s corporate derives its revenue from the transfer of goods and services either over time or at a point in time. The revenue can be divided into the following main product lines:

2023
Revenue from contracts with
external customers
Cut-off point of income
recognition
Income recognized at a
particular point in time
Income recognized gradually
over time
2022
Revenue from contracts with
external customers
Cut-off point of income
recognition
Income recognized at a
particular point in time
Income recognized gradually
over time
Photomask and
semiconductor
segment
$ 7,079,202
$ 2,664,084
4,415,118
$ 7,079,202
Photomask and
semiconductor
segment
$ 7,684,054
$ 3,104,772
4,579,282
$ 7,684,054
Medical segment
$ 120,733
$ 120,733
-
$ 120,733
Medical segment
$ 57,064
$ 57,064
-
$ 57,064
Total
$ 7,199,935

$ 2,784,817
4,415,118
$ 7,199,935

Total
$ 7,741,118
$ 3,161,836
4,579,282

$ 7,741,118

2. Contract Asset and Contract Liability

  • (1) The Group has recognized the following revenue-related contract assets and contract liabilities:

~63~

Contract Assets
Contract Liabilities
December 31,
2023
$ 105,263
$ 174,538
December 31,
2022
$ 140,231
$ 232,778
January 1, 2022
$ 155,763
$ 179,315
(XXIII)
(XXIV)
(XXV)
(2) Contract liabilities at the beginning of the period recognized as revenue of the
period:
2023
2022
Opening balance of contract
liabilities recognized as income
for current period
$ 228,725
$ 114,475
Interest income
2023
2022
Interest from bank deposits
$ 32,031
$ 16,168
Interest income from financial assets
measured at amortized cost
8,570
9,052
Other interest incomes
141
51
$ 40,742
$ 25,271
Other Incomes
2023
2022
Rental income
$ 20,580
$ 19,456
Dividend income
94,064
194,598
Subsidy income
5,335
-
Other income - Others
13,864
44,201
$ 133,843
$ 258,255
Other Gains and Losses
2023
2022
Disposal of interests in property, plant
and equipment
$ 688
$ 5,024
Gains on disposal of intangible assets
25,499
-
Gain (loss) on disposal of investments
101,102
123,552
Gain on lease modifications
-
103
Foreign currency exchange gains (losses) ( 1,281)
76,984
Loss on financial assets and liabilities
measured at fair value through profit
or loss
( 221,510)
( 801,123)
Other losses -- Depreciation of
investment properties
( 3,360)
( 3,268)
Other Gains and Losses
473
( 20,519)
($ 98,389)
($ 619,247)

~64~

(XXVI) Financial Costs

2023 2022
Interest Expenses:
Bank and other borrowings $ 242,466 $ 152,431
Convertible bonds 43,376 18,103
Lease liabilities 7,345 7,012
Others 51 -
$ 293,238 $ 177,546
(XXVII) Expenses by nature
2023 2022
Employee benefits expenditure $ 1,269,619 $ 1,393,688
Depreciation 933,404 568,193
Amortization 52,495 45,391
(XXVIII) Employee benefits expenditure
2023 2022
Payroll expenses $ 1,067,910 $ 1,152,751
Share-based payment - 19,061
Labor and health insurance fees 95,506 116,437
Pension expense 42,130 35,684
Other personnel expenses 64,073 69,755
$ 1,269,619 $ 1,393,688
  1. According to the Articles of Incorporation, the Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any.

  2. For 2023 and 2022, employee remuneration was accrued at NT$80,000 and NT$102,000, respectively, and director remunerations was accrued at NT$12,000 and NT$18,000, respectively. The amounts were listed as payroll expenses.

The remuneration of employees and directors for 2023 and 2022 were estimated in accordance with the Articles of Incorporation taking into account the annual profit.

The 2022 remuneration for employees, directors and supervisors as resolved by the Board of Directors are consistent with the amounts recognized in the 2022 financial statements.

Information about employees remuneration and director remuneration of the Company as resolved by the Board of Directors is available on the MOPS.

~65~

(XXIX) Income tax

1. Income tax expense

Components of income tax expense:

come tax
1. Income tax expense
Components of income tax expense:
2023 2022
Current tax:
Current tax on profits for the year $ 217,647 $ 236,441
Additional surtax on undistributed 1,924 -
earnings
Underestimation (overestimation) of
income tax in previous years 68,826 ( 17,190)
Total current tax 288,397 219,251
Deferred income tax:
Origination and reversal of temporary
differences ( 6,881) 8,830
Total Deferred Income Tax ( 6,881) 8,830
Income Tax Expense $ 281,516 $ 228,081
2. Reconciliation between income tax expense and accounting profit
2023 2022
Tax calculated based on profit before tax
($
109,133) ($ 155,090)
and statutory tax rate
Fees excluded according to the tax law 58,890
271,967
Temporary difference of unrecognized 188,829
(
780)
deferred income tax assets
Tax loss of unrecognized deferred 103,993
91,423
income tax assets
Income tax effects of the alternative 10,447
17,003
minimum tax system
Changes in assessment of realizability 7,740
20,748
of deferred income tax assets
Impact tax deductibles of investment ( 50,000) -
Additional surtax on undistributed 1,924
-
earnings
Underestimation (overestimation) of 68,826
(
17,190)
income tax in previous years
Income Tax Expense $ 281,516
$
228,081

~66~

  1. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
follows:
Deferred income tax assets:
- Temporary differences:
Loss on inventory
Unrealized exchange loss
Others
Tax loss
Subtotal
Deferred income tax
liabilities:
- Temporary differences:
Unrealized gain on
exchange
Long-term investments
Others
Subtotal
Total
Deferred income tax assets:
- Temporary differences:
Loss on inventory
Unrealized exchange loss
Others
Subtotal
Deferred income tax
liabilities:
- Temporary differences:
Unrealized gain on
exchange
Long-term investments
Others
Subtotal
Total
2023
January 1
$ 5,287
844
3,234
-
$ 9,365
( 4,200)
( 86,801)
( 30,123)
( 121,124)
($ 111,759)
2022
January 1
$ 3,762
( 521)
4,819
$ 8,060
( 409)
( 74,084)
( 36,496)
( 121,124)
($ 113,064)
Recognized in profit
or loss
$ 3,286
2,814
1,290
5,582
$ 12,972
3,632
( 13,110)
3,387
( 6,091)
$ 6,881
Recognized in profit o
December 31
$ 8,573
3,658
4,524
5,582
$ 22,337
( 568)
( 99,911)
( 26,736)
( 127,215)
($ 104,878)
r
December 31
$ 5,287
844
3,234
$ 9,365
( 4,200)
( 86,801)
( 30,123)
( 121,124)
($ 111,759)

r

loss
$ 1,525
1,365
( 1,585)
$ 1,305
( 3,791)
( 12,717)
6,373
( 10,135)
($ 8,830)

~67~

  1. The effective period of the unused tax losses and unrecognized deferred income tax assets of the Group are as follows:

December 31, 2023

Year of
occurrence
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023









Reported
amount/
Assessed
amount
358,406
672,536
375,964
621,244
582,548
372,163
379,642
813,208
755,605
566,642









Amount not yet Amount not yet
Amount of
unrecognized
deferred income
tax assets
Last year to be
deducted
358,406 2024
669,304 2025
371,098 2026
618,216 2027
581,625 2028
372,163 2029
364,284 2030
813,208 2031
755,605 2032

566,642
2033

$ 5,949,356
Last year to be












deducted
358,406
669,304
371,098
618,216
581,625
372,163
364,284
813,208
755,605
566,642












$

5,976,763



$

5,949,356



$

December 31, 2022

Reported Amount of Amount of
amount/ unrecognized
Year of Assessed Amount not yet
deferred income

Last year to be
occurrence amount deducted tax assets deducted
2013 478,805 478,805 478,805 2023
2014 358,406 358,406 358,406 2024
2015 634,004 634,004 634,004 2025
2016 297,633 297,633 297,633 2026
2017 487,947 487,947 487,947 2027
2018 506,779 506,779 506,779 2028
2019 252,514 252,514 252,514 2029
2020 305,259 305,259 305,259 2030
2021 572,303 572,303 572,303 2031
2022 457,113
457,113
457,113 2032
$ 4,350,763
$
4,350,763
$ 4,350,763
Deductible temporary difference not recognized as deferred income tax assets
December 31, 2023
December 31, 2022
Deductible temporary difference $ 372,449
$
362,066
  1. Deductible temporary difference not recognized as deferred income tax assets

  2. The Company’s income tax returns through 2021 have been assessed and approved by the tax authority.

~68~

(XXX) Earnings per share

Earnings per share
0.00%
Earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted Earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary
shareholders of the parent
company plus assumed
conversion of all dilutive
potential ordinary shares
0.00%
Earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted Earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all
dilutive potential ordinary shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary
shareholders of the parent
company plus assumed
conversion of all dilutive
potential ordinary shares
Amount after tax
$366,126
$366,126
14,029
-
$380,155
Amount after tax
$703,519
$703,519
14,422
-
$717,941
2023
Weighted average


Earnings per share
(in dollars)
$ 1.75
$ 1.65


Earnings per share
(in dollars)
$ 3.37
$ 3.12

share outstanding

(thousand shares)






share outstanding

(thousand shares)

208,572
208,572
19,713
1,473
229,758
$

The weighted average number of shares outstanding in 2023 and 2022 has deducted the number of shares held by the Company and the subordinate company Youe Chung Capital deemed as the Company’s treasury stock (the number of shares is based on the Company’s shareholding).

(XXXI) Business combination

  1. The Group acquired 58.33% of shares of Pilot Battery Co., Ltd. on March 1, 2023 for $178,500 through a cash capital increase and gained control over Pilot Battery Co.,Ltd.

  2. (1) The fair value of the assets acquired and liabilities assumed from Pilot Battery Co., Ltd. at the date of acquisition and the non-controlling interest as a percentage of

~69~

the acquiree’s identifiable net assets at the date of acquisition were as follows:

Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Notes Receivables
Accounts Receivables
Inventories
Prepayments
Other Current Assets
Property, plant and equipment
Deferred Income Tax Assets
Right-of-use Asset
Other Non-Current Assets
Short Term Loans
Contract Liabilities
Notes Payable
Accounts Payable
Lease liabilities
Other Payables
Other Current Liabilities
Long-term borrowings
Deferred Income Tax Liabilities
Total identifiable net assets
Goodwill
March 1, 2023
$ 178,500
58,775
237,275
189,429
84
2,297
35,488
2,543
1,951
42,954
5,678
3,148
29,081
( 99,154)
( 8,649)
( 3,869)
( 17,157)
( 3,148)
( 7,496)
( 568)
( 31,140)
( 412)
141,060
$ 96,215
  • (2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.

  • (3) The assessment of the fair value of acquired identifiable assets and assumed liabilities is in progress. At present, it is recorded at the initial valuation, and the relevant acquisition price allocation will be completed within one year.

  • (4) Since March 1, 2023, the Group has merged with Pilot Battery Co., Ltd., Pilot Battery Co., Ltd. has contributed operating income and net loss before tax of NT$33,857 and (NT$56,416), respectively. If it is assumed that Pilot Battery Co., Ltd. has been consolidated since January 1, 2023, the Group’s operating revenue and profit before tax in 2023 would have been NT$7,205,002 and NT$443,459, respectively.

  • The Group acquired 53.33% of shares of Moment Semiconductor, Inc. on March 17, 2023 for $40,000 through a cash capital increase and gained control over Moment

~70~

Semiconductor, Inc.

  • (1) The fair value of the assets acquired and liabilities assumed from Moment Semiconductor, Inc. at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:
Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Accounts Receivables
Inventories
Prepayments
Property, plant and equipment
Other Non-Current Assets
Contract Liabilities
Notes Payable
Accounts Payable
Other Payables
Other Current Liabilities
Total identifiable net assets
Goodwill
March 17, 2023
$ 40,000
14,256
54,256
63,085
13,911
33,038
3,098
447
216
( 837)
( 75,851)
( 1,734)
( 24)
( 4,800)
30,549
$ 23,707
  • (2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.

  • (3) The assessment of the fair value of acquired identifiable assets and assumed liabilities is in progress. At present, it is recorded at the initial valuation, and the relevant acquisition price allocation will be completed within one year.

  • (4) Since March 17, 2023, the Group has merged with Moment Semiconductor, Inc., Moment Semiconductor, Inc. has contributed operating income and net loss before tax of NT$315,528 and (NT$18,918), respectively. If Moment Semiconductor, Inc. had been included in the Group since January 1, 2023, the Group’s 2023 operating income and net income before tax would have been NT$7,247,932 and NT$440,390, respectively.

  • The Group invested $121,372 on May 1, 2023 to acquire 100% equity of One Test Systems and obtain control over One Test Systems.

~71~

  • (1) The fair value of the assets acquired and liabilities assumed from One Test Systems at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:
Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Other Payables
Total identifiable net assets
Goodwill
May 1, 2023
$ 121,372
-
121,372

9,331
( 9,331)
-
$ 121,372
  • (2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.

  • (3) The assessment of the fair value of acquired identifiable assets and assumed liabilities is in progress. At present, it is recorded at the initial valuation, and the relevant acquisition price allocation will be completed within one year.

  • (4) Since the Group merged with One Test Systems on May 1, 2023, One Test Systems contributed operating revenue and net loss before tax of NT$0 and (NT$40), respectively. If One Test Systems had been included in the Group since January 1, 2023, the Group’s 2023 operating income and net income before tax would have been NT$7,199,935 and NT$451,663, respectively.

(XXXII) Supplemental cash flow information

Investing activities with partial cash payments:

Purchase of property, plant and
equipment
Add: Prepayments for equipment at the
end of the period
Beginning balance of payable on
equipment
Less: Prepayments for equipment at the
beginning of the period
Ending balance of payable on
equipment
Cash paid during the year
2023
$ 4,437,080
422,444
111,919
( 1,293,001)
( 498,861)
$ 3,179,581
2022
$ 2,315,405
1,293,001
85,822
( 671,105)
( 111,919)
$ 2,911,204

~72~

(XXXIII) Changes in liabilities arising from financing activities

January 1, 2023
Change in cash flow
from financing
activities
Interest Incomes
Interest Paid
Other Non-Cash
Transactions
December 31, 2023
January 1, 2022
Change in cash flow
from financing
activities
Interest Incomes
Interest Paid
Other Non-Cash
Transactions
December 31, 2022
Short Term Loans Corporate bonds Long-term
borrowings
(Mature within
Lease liabilities
$ 559,669
( 51,816)
7,345
( 7,345)
59,340
$ 567,193
Lease liabilities
$ 655,641
( 55,556)
7,012
( 7,012)
( 40,416)
$ 559,669
Lease liabilities $


Guarantee
Deposits
Received
34,754
7,528
-
-
-
42,282
Guarantee
Deposits
Received
6,908
27,846
-
-
-
34,754
( Total liabilities
arising from
financing
activities
$11,607,439
1,990,710
50,721
27,885)
185,016
$13,806,001
Total liabilities

$



$
$

$


(
(
arising from
financing
activities
$ 9,418,563
2,274,392
25,115
7,012)
103,619)
$11,607,439

one year)
$ 2,722,199
1,057,248
-
-
-
$ 3,779,447
$ 4,376,766
247,759
-
-
-
$ 4,624,525
$

VII. Related Party Transactions

(I) Related parties’ names and relationship

Name of the related parties Advagene Biopharma Co., Ltd. Weida Hi-Tech Co., Ltd. Image Match Design Inc. BKS Tec Corp. Pilot Battery Co., Ltd. Ontario Capital Co., Ltd. Taiwan Mask Charity Foundation

Relationship with the Group Affiliates

Affiliates

Other related party (Note 1) Other related party Other related party (Note 2) Other related party Other related party

Note 1: Image Match Design Inc. re-elected it directors on June 1, 2023. Youe Chung Capital Corporation is no longer a director of the company, and the company is not a related party of the Group.

  • Note 2: In March 2023, the Group acquired 58.33% of the shares of Pilot Battery Co., Ltd. and gained control over the company, which has been included in the consolidated financial statements as a consolidated entity since the acquisition of control.

~73~

(II) Significant transactions with the related parties

  1. Operating revenue
Product sales:
Affiliates
Other related party
Total
2023
$ 1,336
2,425
$ 3,761
2022
$ 7,066
28,629
$ 35,695

There are no major abnormalities in the transaction prices and payment terms of the related party compared to that of non-related parties.

  1. Purchase
2. Purchase
Purchase of merchandise:
Other related party
3. Account receivable from related parties.
Accounts Receivables:
Affiliates
Other related party
Other receivables:
Other related party
Total
4. Related-party payables
Accounts payable:
Other related party
Other payables:
Other related party
Total
2023
2022
$ 74
$ 386
December 31, 2023
December 31, 2022
$ -
$ 325
26
2,021
407
-
$ 433
$ 2,346
December 31, 2023
December 31, 2022
$ -
$ 284
304
-
$ 304
$ 284

$ 284
-
$ 284
  1. Acquisition of financial assets

  2. (1) Pilot Battery Co., Ltd. was other related party to the Group. On March 1, 2023, the Group invested $178,500 to acquire 7,000 thousand shares of Pilot Battery Co.,Ltd., a 58.33% shareholding, to gain control and include the company as a consolidated entity in the consolidated financial statements. Please refer to Note 6(31) for details of the business merger transaction.

  3. (2) Advagene Biopharma Co., Ltd. is an affiliate of the Group. The Group contributed NT$15,000 on September 27, 2023 to increase the capital of Advagene Biopharma Co., Ltd., Ltd. in cash and acquired 600 thousand shares.

6. Others

  • (1) Deposits Received:

~74~

Other related party
(2) Rent income:
Other related party
December 31, 2023
$ 118
2023
$ 1,677
December 31, 2022

$ 95
2022
$ 891
  • (3) In 2023 and 2022, the Company’s subsidiary, You Zhuan Capital Corporation, donated 900,000 and 350,000 shares of the Company’s stock, totaling $12,807 and $4,980, respectively, to the Taiwan Mask Charitable Foundation.

  • (4) In 2023 and 2022, the Company donated NT$2,685 and NT$4,416, respectively, in cash to the Taiwan Mask Charity Foundation.

  • Loaning of funds to related parties

Loans from related parties:

(1) Closing balance (recorded as “short-
term borrowings”)
Other related party
(2) Interest expenses
Other related party
December 31, 2023
$ 30,000
2023
$ 304
December 31, 2022
$-
2022
$-

The conditions for borrowing from related parties are that the interest is paid monthly at an annual interest rate of 2.7% after the loan is loaned, and the principal is repaid at the maturity. The borrowing period is from August 3, 2023 to June 30, 2024.

(III) Compensation of key management personnel

Compensation of key management personnel
Salary and short-term employee benefits
Post-employment benefits
Total
2023
$ 54,045
324
$ 54,369
2022
$ 71,160
469
$ 71,629

~75~

VIII. Pledged Assets

Assets pledged by the Group as collateral are as follows:

Assets
Demand deposit
(Recognized as
“Financial assets at
amortized cost”)
Time deposit
(Recognized as
“Financial assets at
amortized cost”)
Stocks of publicly
traded and OTC
companies
(recognized as
“Financial assets at
fair value through
profit or loss”)
Shares of the Company
(recognized as “treasury
stock”) (Note)
Buildings and structures
(including land)
Machinery and
equipment and
equipment under
acceptance
Real estate investment
Office equipment
Other equipment
Intangible assets
Book value
December 31, 2023
December 31, 2022
Purpose
$ 534,179
$ 124,883
Reserve accounts for long- and
short-term borrowings
382,863
490,190
Short-term loans and guarantees
for goods out of the free zone
3,145,150
2,682,150
Short Term Loans

491,647
504,454
Short Term Loans

1,181,577
1,169,267
Long-term borrowings
3,433,402
2,638,893
Long- and short-term borrowings
170,500
170,346
Long- and short-term borrowings
-
2,401
Long- and short-term borrowings
5,936
4,470
Long- and short-term borrowings
-
508
Long-term borrowings
$ 9,345,254
$ 7,787,562

$ 534,179
382,863
3,145,150

491,647

1,181,577
3,433,402
170,500
-
5,936
-
$ 9,345,254

Note: The cost of pledged treasury stocks was NT$491,647 and its fair value was NT$2,456,505 as of December 31, 2023.

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments

  • (I) Contingencies

None.

  • (II) Commitments

  • Machine equipment maintenance contracts that have been signed but not yet paid

Machine maintenance December 31, 2023
$ 44,906
December 31, 2022

$ 51,362

~76~

  1. Capital expenditures that have been signed but not yet incurred

December 31, 2023 December 31, 2022 Property, plant and equipment $ 980,980 $ 2,065,912

  1. Lease agreement

Please see Note 6 (8) and (9)

X. Losses due to Major Disasters

None.

XI. Major Events after Financial Statement Date

  1. The resolution of the Company’s Board on March 6, 2024 passed the appropriation of earnings. Please refer to Note 6 (20) for details.

  2. On March 6, 2024, the Company’s Board of Directors resolved to acquire the common shares of TrueLight Corporation through private placement. The expected subscription quantity is 13,500 thousand shares for an investment amount of NT$410,400.

XII. Others

(I) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including “current and non-current borrowings” as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as “equity” as shown in the consolidated balance sheet plus net debt.

The Group’s strategy in 2023 and 2022 was to borrow long-term loans and issue corporate bonds to purchase machinery and equipment and obtain long-term working capital. For the years ended December 31, 2023 and 2022, the debt-to-capital ratios were as follows:

Total borrowings
Less: Cash and cash equivalents
Net debt
Total equity
Total capital
Debt-to-equity ratio
December 31, 2023
$ 13,196,526
( 1,364,106)
11,832,420
5,049,316
$ 16,881,736
70.09%
December 31, 2022

$ 11,013,016
( 1,749,957)
9,263,059
4,434,207
$ 13,697,266
67.63%

~77~

(II) Financial instruments

1. Types of financial instrument

nancial instruments
Types of financial instrument
Financial assets
Financial Liabilities at Fair Value
Through Profit or Loss
Mandatory financial assets at fair
value through profit or loss
Financial assets measured at amortized
cost cash and cash equivalents
Financial assets measured at
amortized cost
Notes Receivables
Accounts receivable (Including
related parties)
Other account receivable (Including
related parties)
Refundable deposit
Financial liabilities
Financial Liabilities at Fair Value
Through Profit or Loss
Financial liabilities mandatorily
measured at fair value through
profit or loss
Financial liabilities measured at
amortized cost
Short Term Loans
Notes Payable
Accounts payable (Including related
parties)
Other accounts payable (Including
related parties)
Corporate bonds payable
Long-term borrowings (including
current portion)
Guarantee Deposits Received
Lease liabilities
December 31, 2023
$ 4,522,714

$ 1,364,106
920,042
6,049
1,478,832
29,410
90,526
$ 3,888,965
$ 9,383
$ 5,429,370
66

463,892
1,205,457
3,424,600
4,342,556
42,282
$ 14,908,223
$ 567,193
December 31, 2022

$ 4,481,155
$ 1,749,957
668,067
1,361
1,503,358
13,751
52,758
$ 3,989,252
$ 5,697
$ 4,624,525
81
417,459
837,213
2,609,044
3,779,447
34,754
$ 12,302,523
$ 559,669

2. Risk management policies

(1) The Group’s activities expose it to a variety of financial risks, including market risk (exchange rate, interest rate and price), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial

~78~

markets and seeks to minimize potential adverse effects on the Group’s financial position and performance.

  • (2) Risk management is carried out by a central finance department (Group finance) under policies approved by the Board of Directors. Group finance identifies, evaluates and hedges financial risks in close collaboration with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as currency exchange risk, interest rate risk, credit risk, the use of derivatives and non-derivative financial instruments and investment of excess liquidity.

  • Significant financial risks and degrees of financial risks

  • (1) Market risk

    • A. Foreign exchange risk

The Group’s operations involve certain non-functional currencies (the Company’s and certain subsidiaries’ functional currency is the New Taiwan dollar (NTD), and for other certain subsidiaries, the functional currency is the US Dollars, Japanese Yen and China’s Renminbi (RMB)), so it is subject to the impact of exchange rate fluctuation. The details of assets and liabilities denominated in foreign currencies whose values that would be materially affected by exchange rate fluctuations are as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
December 31, 2023
Foreign currency (in
thousand)
USD
40,189
CNY
65,620
JPY
184,753
USD
15,574
JPY
836,916
Exchange
rate
30.705
4.327
0.2172
30.705
0.2172
Book value
(NT$ in thousands)

$ 1,234,287
283,941
40,128
478,208
181,778

~79~

December 31, 2022

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
Foreign currency (in
thousand)
USD
67,712
CNY
30,598
JPY
47,877
USD
11,803
JPY
283,739
Exchange
rate
30.710
4.408
0.232
30.710
0.232
Book value
(NT$ in
thousands)
$ 2,079,436
134,876
11,127
362,470
65,941
  • B. Total exchange (loss) gain, both realized and unrealized, from significant foreign exchange variations on monetary items held by the Group amounted to (NT$1,281) and NT$76,984 for the years ended December 31, 2023 and 2022, respectively.

  • C. The analysis of foreign currency risk due to significant exchange rate fluctuation is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
2023
Sensitivity
Analysis
Effect on
profit or loss
$ 12,343
2,839
401
( 4,782)
( 1,818)
Other comprehensive
profit and loss affected

Fluctuation
1%
1%
1%
1%
1%

$ -
-
-
-
-

~80~

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
2022
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
2022
Sensitivity Analysis
Fluctuation
Effect on
profit or loss

Other comprehensive
profit and loss affected

Fluctuation
1%
1%
1%
1%
1%

$ 20,794
1,349
111
( 3,625)
( 881)


$ -
-
-
-
-

Price risk

  • A. The equity instruments owned by the Company exposing to the price risk are financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income.

  • B. The Group invests primarily in equity instruments and open-end funds issued by domestic and foreign companies. The price of such equity instrument is subject to the uncertainty of the future value of investment target. If the price of such equity instrument increases or decreases by 1%, while all other factors remain unchanged, the net profit after tax affected by equity instruments at fair value through profit or loss after tax for 2023 and 2022 is an increase or decrease of NT$36,182 and NT$35,850, respectively; as for the other comprehensive income classified as equity instruments at fair value through other comprehensive income, it is NT$0 for both 2023 and 2022.

Cash flow and fair value interest rate risk

  • A. The Group’s interest rate risk mainly comes from long-term borrowings issued at floating rates, which exposes the Group to cash flow interest rate risk. For 2023 and 2022, the Group’s borrowings issued at floating rates were mainly denominated in New Taiwan dollars and US dollars.

  • B. The Group’s borrowings are measured at amortized cost, and the annual interest rate is re-priced according to the contract, which exposes the Group to the risk of future market interest rate changes.

  • C. If the long- and short-term borrowing rates increase or decrease by 0.25%, while all other factors remain constant, the net profit after tax for 2023 and 2022 is a decrease or increase of NT$19,544 and NT$16,808, respectively, mainly due to the interest expense changes caused by the floating interest rate.

  • (2) Credit risk

  • A. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments under contract obligations,

~81~

and the defaults are accounts receivable and the contract cash flow from debt instruments measured at amortized cost, measured at fair value through other comprehensive income and at fair value through profit or loss.

  • B. The management of credit risk is established with a Group perspective. Only the banks and financial institutions with an independent credit rating of at least “A” can be accepted as transaction partners of the Group. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.

  • C. The Group considers a contract payment overdue in accordance with the agreed payment terms a breach of contract.

  • D. The Group uses IFRS 9 to provide the following assumption as a basis for determining whether there is a significant increase in the credit risk of financial instruments after the original recognition:

  • (A) If the contract payment is overdue for more than 30 days in accordance with the agreed payment terms, the credit risk of the financial asset is significantly increased since the original recognition.

  • (B) For bond investments in Taipei Exchange, if any external rating agency rates it as an investment grade on the balance sheet date, the credit risk of the financial asset is considered low.

  • E. The Group uses the following indicators to determine the status of credit impairments of debt instruments:

  • (A) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.

  • (B) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.

  • (C) The issuer delays or does not pay for the interest or principal.

  • (D) Unfavorable changes in the national- or regional-level economic situation resulting in the issuer’s default.

  • F. The Group categorizes the accounts receivable from customers based on the characteristics of trade credit risks. The simplified approach is adopted for estimating the expected credit loss based on the provision matrix.

  • G. The Group may write off the amount of financial assets that cannot be reasonably expected to be recovered after recourse. However, the Group will continue the recourse to protect the rights of the claims.

  • H. The Group has incorporated forward-looking considerations to adjust the loss rate built according to historic and current data in order to estimate the loss allowance of accounts receivables. The provision matrix for the years ended December 31, 2023 and 2022 are shown as follows:

~82~

Not past due
December 31, 2023
Expected loss
rate
0.01%
Total book value $1,226,407
Loss allowance
-
Not past due
December 31, 2022
Expected loss
rate
0.01~1%
Total book value $1,188,466
Loss allowance
-
Not past due
Up to 30
days
0.05~33.11%
$171,778
-

Up to 30
days
0.05~1.95%
$224,106
( 619)
31-90 days
91-180 days

More than
181 days past

Total
$1,508,255
( 29,423)

Total
$1,523,955
( 20,597)

0.05~66.19%
$ 78,432
( 4,540)
31-90 days


0.04~98.36%
$ 11,385
( 5,187)

91-180 days


due
50.9~100%
$ 20,253
( 19,696)

More than
181 days past


due
56.58~100%
$ 11,591
( 10,319)
  • I. The Group adopts a simplified method in which the loss allowance for the accounts receivable is shown as follows:
The Group adopts a simplified method in which the
accounts receivable is shown as follows:
loss allowance for the
January 1
Recognize impairment loss
Others
December 31
January 1
Recognize impairment loss
December 31
2023
Accounts Receivables
$ 20,597
9,455
( 629)
$ 29,423
2022
Accounts Receivables
$ 10,039
10,558
$ 20,597
  • (3) Liquidity risk

  • A. Cash flow forecasting is performed by the operating entities of the Corporate Group and aggregated by the Group’s treasury department. It monitors rolling forecasts of liquidity requirements to ensure the Group has sufficient cash to meet operational needs.

  • B. The remaining cash held by each operating entity will be transferred back to the Group’s finance department. The finance department of the Group invests the remaining funds in interest-bearing demand deposits, time deposits, financial assets at fair value through profit or loss, financial assets at amortized cost (time deposits with a maturity of more than 3 months and less than 12 months), as the instruments chosen have appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. For the years ended December 31, 2023 and 2022, the position of money market held by the Corporate Group is at NT$2,284,019 and NT$2,418,024, respectively, and is

~83~

expected to generate immediate cash flow to manage liquidity risk.

  • C. The Group’s unutilized borrowings are shown as follows:
Floating rate
Short-term credit limits
Medium to long-term credit
limits
Fixed rate
Short-term credit limits
Medium to long-term credit
limits
December 31, 2023
$ 1,469,512
-
105,000
8,420
$ 1,582,932
December 31, 2022

$ 645,878
60,014
-
11,045
$ 716,937
  • D. The following table shows the Group’s non-derivative financial liabilities and derivative financial liabilities settled on a net or total amount, grouped according to the relevant maturity date. Non-derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the contract maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

December 31, 2023
Non-derivative financial
liabilities:
Short Term Loans
Notes Payable
Accounts payable (Including
related parties)
Other accounts payable
(Including related parties)
Lease liabilities
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits Received
Within 1 year
1 to 2 years
$5,429,370
$ -
66
-
463,892
-
1,205,457
-
45,788
37,109
34,400
34,400
1,320,782
1,148,345
-
42,282
2 to 5 years
$ -
-
-
-
98,036
3,558,260
1,669,689
-
Over 5 years

$ -
-
-
-
446,083
-
480,331
-

~84~

December 31, 2022
Non-derivative financial
liabilities:
Short Term Loans
Notes Payable
Accounts payable (Including
related parties)
Other accounts payable
(Including related parties)
Lease liabilities
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits Received
Within 1 year
1 to 2 years
$4,702,123
$ -
81
-
417,459
-
837,213
-
38,246
78,734
-
-
680,126
919,483
-
34,754
2 to 5 years
$ -
-
-
-
224,177
2,696,140
352,448
-
Over 5 years

$ -
-
-
-
221,011
-
217,645
-

(III) Fair value information

  1. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  2. Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in stocks of publicly traded or OTC firms and beneficiary certificates is included in Level 1.

  3. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  4. Level 3: Unobservable inputs for the asset or liability The fair value of the Group’s investment in stocks of non-publicly traded or non-OTC firms and private equity fund is included in Level 3.

  5. Financial instruments not measured at fair value

  6. Cash, notes receivable, accounts receivable, other receivable, short-term borrowings, notes payable, accounts payable and other payable as reasonable approximation of fair value.

~85~

  1. The related information for financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows:
December 31, 2023
Level 1
Assets
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Equity securities
$4,341,227
Beneficiary certificates
500
$4,341,727
Liabilities
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Convertible bond call/put
options
$-
December 31, 2022
Level 1
Assets
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Equity securities
$4,344,484
Beneficiary certificates
500
$4,344,984
Liabilities
Recurring fair value measurements
Financial Liabilities at Fair Value
Through Profit or Loss
Convertible bond call/put
options
$-
Level 2
$67,292
-
$67,292
$-
Level 2
$79,300
-
$79,300
$-
Level 3
$113,695
-
$113,695
$ 9,383
Level 3
$56,871
-
$56,871
$ 5,697
Total
$4,522,214
500
$4,522,714
$ 9,383
Total
$4,480,655
500
$4,481,155
$ 5,697

Financial Liabilities at Fair Value
Through Profit or Loss
Convertible bond call/put
options
  1. The methods and assumptions adopted by the Group for assessing the fair value are as follows:

  2. (1) The Group adopt market pricing as the input of fair value (i.e. Level 1), and the breakdown of the characteristics of the instrument is as follows:

Shares of listed and OTC

company Open-end funds Market price Closing price Net Value

~86~

  • (2) Except for the abovementioned financial instruments with active markets, the fair value of the remaining financial instruments is obtained using valuation techniques. The fair value obtained through valuation techniques can refer to the current fair value of other financial instruments with similar substantive conditions and characteristics, discounted cash flow method, or other valuation techniques, including the use of market information available on the date of the consolidated balance sheet (for example, the Taipei Exchange refers to the yield curve, the Reuters adopts the average quotation of interest rate of commercial promissory notes).

  • (3) The output of the valuation model is the estimated value, and the valuation technique may not reflect all the relevant factors of the financial instruments and non-financial instruments held by the Group. Therefore, the estimated value of the valuation model will be appropriately adjusted according to additional parameters, such as model risk or liquidity risk. According to the Group’s fair value valuation model management policies and related control procedures, the management believes that in order to properly express the fair value of financial instruments and non-financial instruments in the consolidated balance sheet, valuation adjustments are appropriate and necessary. The price information and parameters used in the valuation process are carefully assessed and appropriately adjusted according to current market conditions.

  • (4) The Group incorporates credit risk valuation adjustments into the consideration of the fair value of financial instruments and non-financial instruments to reflect counterparty credit risk and the credit quality of the Group, respectively.

  • There were no transfers between Level 1 and 2 in 2023 and 2022.

  • The following table shows the changes in Level 3 in 2023 and 2022:

January 1, 2023
Acquisition cost of the period
Recognized in profit or loss of the period
Impact from exchange rate
December 31, 2023
January 1, 2022
Acquisition cost of the period
Disposal this period
Recognized in profit or loss of the period
Impact from exchange rate
December 31, 2022
Financial instruments
$ 51,174
57,500
( 3,974)
( 388)
$ 104,312
Financial instruments
$ 57,622
12,500
( 7,132)
( 12,123)
307
$ 51,174

~87~

  1. The quantitative information about the significant unobservable input value of the valuation model and the sensitivity analysis of the significant unobservable input value change used in Level 3 fair value measurements are explained as follows:

December 31, 2023

Derivative
equity/liability
instruments:
Shares of non-
listed and non-
OTC company
Convertible bond
call/put options
December 31, 2022
Derivative
equity/liability
instruments:
Shares of non-
listed and non-
OTC company
Convertible bond
call/put options
Fair value
$113,695

( 9,383)
Fair value
$ 56,871

( 5,697)
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Range
(weighted
average)
-
29.44%
Range
(weighted
average)
-
50.65%
Relationship
between inputs and
fair value
The higher the net
asset value, the
higher the fair value
The higher the stock
price volatility, the
higher the fair value
Relationship
between inputs and
fair value
The higher the net
asset value, the
higher the fair value
The higher the stock
price volatility, the
higher the fair value
  1. The Group has carefully assessed the valuation models and parameters used to measure fair value. However, use of different valuation models or parameters may result in different measurement. For financial assets or liabilities classified in Level 3, changes in valuation parameters have the following impacts on the income or other comprehensive income of the period:
income of the period:
Inputs
Financial
assets
Equity
instruments
Net asset
value
Debt
Stock price
volatility
Total
Chan December 31, 2023
Recognized in profit or

Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-

Adverse
changes
($ 1,137)
( 10)
($ 1,147)


comprehensive

Favorable
changes
$ -
-
$-

~88~

Financial
assets
Equity
instruments
Debt
Total
Inputs
Net asset
value
Stock price
volatility
Chan December 31, 2022
Recognized in profit or
December 31, 2022
Recognized in profit or

Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-

loss
Favorable
changes
$ 569
20
$ 589

Adverse
changes
($ 569)
( 20)
($ 589)


comprehensive

Favorable
changes
$ -
-
$-
ges
± 1%
± 1%

XIII. Supplementary Disclosure

  • (I) Significant transactions information

  • Loans to others: Please refer to Table 1.

  • Provision of endorsements and guarantees to others: Please refer to Table 2.

  • Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table III.

  • Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital:None.

  • Acquisition of real estate exceeding $300 million or 20% of paid-in capital or more: None.

  • Disposal of real estate exceeding $300 million or 20% of paid-in capital or more: None.

  • Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: None.

  • Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • Engaged in derivative trading: None.

  • Significant inter-company transactions during the reporting periods: Please refer to Table 4.

  • (II) Information on Reinvested Businesses

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to Table 5.

(III) Information on investments in Mainland China

  1. Basic information: Please refer to Table 6.

  2. Significant transactions, either directly or indirectly through a third area, with investee companies in Mainland China: None.

(IV) Information on Major Shareholders

Information on major shareholders: Please refer to Table 7.

~89~

XIV. Segments Information

(I) General information

Management has determined the reportable operating segments based on reports reviewed by the president and used to make strategic decisions.

The Group’s corporate structure, the basis for division of segments, and the basis for measurement of segment information have not changed significantly during the current period.

(II) Measurement of segment information

The Group evaluates the performance of the operating segments and allocates resources based on the adjusted net profit of each segment.

(III) Segments information

Information on the reporting segments provided to the chief operating decision maker is shown as follows:

2023:

Photomask and
semiconductor
segment
Revenue from external clients
$ 7,079,202
Segment revenue
($ 332,533)
Segment margin
$ 632,537
Segment margin include:
Depreciation
($ 883,018)
Amortization expense
($ 43,433)
Financial Costs
($ 272,282)
Interest income
$ 40,376
Investments income recognized by
using equity method
($ 85,789)
Segment assets
$ 19,844,058
Medical
segment
$ 120,733
$-
($ 186,737)
($ 50,386)
($ 9,062)
($ 20,956)
$ 366
$-
$1,080,001
Total
$ 7,199,935
($ 332,533)
$ 445,800
($ 933,404)
($ 52,495)
($ 293,238)
$ 40,742
($ 85,789)
$20,924,059

~90~

2022

Photomask and
semiconductor
segment
Revenue from external clients
$ 7,684,054
Segment revenue
($ 178,008)
Segment margin
$ 810,187
Segment margin include:
Depreciation
($ 560,487)
Amortization expense
($ 44,778)
Financial Costs
($ 172,615)
Interest income
$ 25,222
Investments income recognized by
using equity method
($ 61,296)
Segment assets
$ 17,396,692
Medical
segment
$ 57,064
$-
($ 136,474)
($ 7,706)
($ 613)
($ 4,931)
$ 49
$-
$ 496,214
Total
$ 7,741,118
($ 178,008)
$ 673,713
($ 568,193)
($ 45,391)
($ 177,546)
$ 25,271
($ 61,296)
$17,892,906

(IV) Reconciliation for segment income

Sales between segments are conducted according to the principle of transactions at fair value. The operating revenue from external customers reported to the operating decision maker is measured in a manner consistent with that in the income statement.

The consolidated income, assets and liabilities of related segments are consistent with the consolidated income, consolidated assets and consolidated liabilities, so there is no reconciliation information.

(V) Information on products and services

The revenue from external customers mainly come from the sales of photomasks and semiconductors and product and labor revenue of medical equipment, as shown in Note 6 (22).

(VI) Geographical information

Information by region for the Group in 2023 and 2022:

Taiwan
Asia
Others
Total
2023
Revenue
$ 2,839,639
4,267,501
92,795
$ 7,199,935
Non-Current
Assets
$11,004,887
2,728
-
$11,007,615
2022
Revenue
$ 2,929,266
4,753,060
58,792
$ 7,741,118
Non-Current
Assets
$ 8,396,368
1,810
-
$ 8,398,178

(VII)

~91~

(VIII) Major customer information

Information by major customer for the Group in 2023 and 2022:

Company B 2023
Revenue
$ 845,000
Department
Photomask and
semiconductor
segment
2022
Revenue
$ 936,993
Department
Photomask and
semiconductor
segment

~92~

Taiwan Mask Corporation and Subsidiaries Loans to Others January 1 to December 31, 2023

Table 1

Unit: NTD in thousand (Unless otherwise specified)

No.
(Note 1)
Company that lent
funds
Borrowing party General ledger account Related
party?
Maximum
Balance for the
Period
Endingbalance Amount
ActuallyDrawn
Range of
interest
rate
Nature of
loan
Amount
of
transacti
on with
borrower
Reason for short-
term financing
Amount of
recognized
impairment loss
Collateral Collateral
Limit on loans
granted to a single
party

Ceiling on total loan
granted

Note
Name Value
1
2
3
3
3
3
4
ADL Energy Corp
Miracle
Technology CO.,
LTD.
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Pilot Battery Co.,
Ltd.
Aptos Technology INC.
Aptos Technology INC.
Aptos Technology INC.
Xsense Technology
Innova Vision INC.
Moment Semiconductor, Inc.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables
Related Parties
Other Receivables -
Related Parties
Other Receivables -
Related Parties
Other Receivables
Related Parties
Y
Y
Y
Y
Y
Y
Y
$ 10,000
170,000
370,000
570,000
90,000
30,000
50,000
$ -
170,000
270,000
300,000
90,000
30,000
50,000
$ -
170,000
270,000
270,000
90,000
30,000
50,000
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
2.7%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
-
-
Business operations
Working capital
Working capital
Working capital
Working capital
Working capital
Working capital
-
-
-
-
-
-
-






Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
Promissory
note
170,000
270,000
300,000
90,000
30,000
50,000
$ 27,324
174,394
1,410,867
1,410,867
1,410,867
1,410,867
157,182
$ 34,155
174,394
1,410,867
1,410,867
1,410,867
1,410,867
157,182
Note 3
Note 4
Note 6
Note 6
Note 6
Note 6
Note 7

Note 1: The description of the number columns are as follows:

  • (1) Fill in “0” for the issuer.

  • (2) The investee company is numbered in sequence starting from the Arabic numeral 1 according to company type.

  • Note 2: Amendment to the Procedures for Lending Funds to Others:

  • (1) Total amount of loans: The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loans to a single party shall not exceed 50% of the Company’s net value.

  • Note 3: Subsidiary - ADL Energy Corp Procedures for Lending Funds to Others:

  • (1) The total loan amount shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed 40% of the Company net value.

  • (2) In addition to the provisions in (1), the loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

  • (3) In addition to the provisions in (1), in which companies or businesses have a short-term financing need, and the loan amount of each individual borrowers not exceeding 40% of the Company net value, the financing amount refers to the accumulated balance of the company’s short-term financing.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, or loans to the Company from any overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares are not restricted by paragraph 1, subparagraph 1. However, the total loan amount, limits for each individual borrower, and the period of loan should be specified. However, the total amount of funds to be loaned and the limits for individual borrowers should be set, and the period for which funds should be loaned should be clearly defined. The total amount of loans lent between the overseas companies or to the parent company and the limit for each limit are specified as follows:

    • I. The total amount loans to enterprises shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed 40% of the Company net value.

    • II. For overseas companies that have business dealings with each other, the individual loan amount shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

    • III. If there is a need for short-term financing, the loan amount of each individual borrowers shall not exceed 40% of the company’s net value, and the financing amount refers to the accumulated balance of the short-term financing between overseas companies.

~93~

  • (5) The highest balance for the current period is the amount resolved by the board.

Note 4: Subsidiary - Miracle Technology Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loans to a single party shall not exceed 50% of the Company’s net value.

Note 5: Subsidiary - Innova Vision Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) The loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties in the past year. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties, and shall not exceed 20% of the Company’s net value.

  • (3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.

Note 6: Subsidiary - Youe Chung Capital Corporation Procedures for Lending Funds to Others

  • (1) Total amount of loans:The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.

  • (2) For companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.

Note 7: Subsidiary - Pilot Battery Co.,Ltd. Procedures for Lending Funds to Others:

The Company shall not loan funds to any of its shareholders or any other person except under the following circumstances:

  • (1) Where an inter-company or inter-firm business transaction calls for a loan arrangement.

  • (2) Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed 40% of the lender’s net worth.

~94~

Taiwan Mask Corporation and Subsidiaries Endorsements and Guarantees to Others January 1 to December 31, 2023

Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to December 31, 2023
Table 2 Unit: NTD in thousand
(Unless otherwise specified)
No.
(Note 1)
Endorser/guarantor
Name of Company
Guaranteed Party Limit of
endorsement and
guarantee for a
single enterprise
(Note 3,4,5,6)
Maximum
Balance of
Endorsement/G
uarantee for the
Period
Ending
Balance of
Endorsement/G
uarantee
Amount
Actually
Drawn
Amount of
Endorsement/Gu
arantee
Collateralized by
Properties
Ratio of Accumulated
Endorsement/Guarante
e to Net Equity per
Latest Financial
Statements
Maximum
Endorsement/Guar
antee Amount
Allowable
(Note 3,4,5,6)
Guarantee
Provided by
Parent Company
to Subsidiary
Guarantee
Provided by
Subsidiary to
Parent Company
Guarantee
Provided by
Subsidiaries in
Mainland China
Note
Name of Company Relationship
(Note 2)
0
Taiwan Mask
Corporation
1
ADL Energy Corp
2
Miko-China
Enterprise
(Shanghai) Co., Ltd.
3
Miracle Technology
CO., LTD.
3
Miracle Technology
CO., LTD.
4
Pilot Battery Co.,
Ltd.
Miracle Technology CO.,
LTD.
Aptos Technology INC.
Miracle Technology CO.,
LTD.
Xsense Technology
Aptos Technology INC.
ADL Energy Corp
2
3
3
1
1
1
$ 229,550
20,493
392,131
174,394
174,394
157,182
$ 226,975
19,500
226,695
150,000
20,000
50,000
$ 214,935
-
224,165
150,000
20,000
30,000
$ -
-
224,165
150,000
20,000
30,000
$ -
-
224,165
150,000
20,000
30,000
4.43%
0.00%
57.17%
34.40%
4.59%
7.63%
$ 2,049,257
20,493
392,131
174,394
174,394
157,182
Y
N
N
N
N
N
N
N
Y
N
Y
N
N
N
N
N
N
N
Note 3
Note 4
Note 5
Note 6
Note 6
Note 7
  • Note 1: The description of the number columns are as follows:

  • (1) Fill in “0” for the issuer.

  • (2) The investee company is numbered in sequence starting from the Arabic numeral 1 according to company type.

  • Note 2: The relationship between the guarantor and the guarantee are one of the seven types indicated below:

  • (1) A company with which it does business.

  • (2) A company in which the Company directly and indirectly holds more than 50% of the voting shares.

  • (3) A company that directly and indirectly holds more than 50% of the voting shares in the Company.

  • (4) Companies in which the Company holds, directly or indirectly, 90%, or more of the voting shares may make endorsements/guarantees for each other.

  • (5) A company that is mutually insured by a contract between peers or co-founders based on the needs of the contracted work.

  • (6) A company that is guaranteed by all contributing shareholders in proportion to their shareholdings due to a joint investment relationship.

  • (7) Companies that are engaged in joint and several guarantees for the performance guarantee of pre-sale housing sales contracts in accordance with the regulations of the Consumer Protection Act.

  • Note 3: The Company’s endorsement and guarantee practices for others provide that:

  • (1) The total amount of the Company’s external endorsement guarantee shall not exceed 30% of the Company’s paid-in capital.

  • (2) The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

  • (3) Companies with which the Company has a parent-child relationship: The endorsement and guarantee for a single enterprise shall not exceed 10% of the Company’s paid-in capital and the company’s paid-in capital being endorsed and guaranteed.

  • (4) The aggregate amount of the endorsement and guarantee of the Company and its subsidiaries as a whole shall not exceed 40% of the net worth of the Company, of which the endorsement and guarantee of a single subsidiary shall not exceed 20% of the net worth of the Company.

  • Note 4: Subsidiary - ADL Energy Corp Endorsement and Guarantee Procedures:

  • (1) The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company’s most recent audited or reviewed financial statements.

  • (2) The amount of the endorsement guarantee for a single enterprise shall not exceed 30% of the net value of the company’s most recent audited or reviewed financial statements.

  • (3) The Company and its subsidiaries shall state in the shareholders’ meeting the necessity and reasonableness of any endorsement or guarantee of more than 50% of the net value of the Company’s most recent audited or reviewed financial statements.

  • Note 5: Miko-China Enterprise (Shanghai) Co., Ltd. Endorsement and Guarantee Procedures:

  • The total amount of endorsement guarantee liability is limited to RMB 30 million, and the amount of endorsement guarantee for a single enterprise shall not exceed RMB 30 million; however, for the parent company that directly or indirectly holds, through a subsidiary, more than 50% of the common stock equity of a company, it may endorse up to its net value.

  • Note 6: Subsidiary - Miracle Technology Co., Ltd. Endorsement and Guarantee Procedures:

  • The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company’s most recent audited or reviewed financial statements.

  • Note 7: Subsidiary - Pilot Battery Co.,Ltd. Endorsement and Guarantee Procedures:

The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company’s most recent audited or reviewed financial statements.

~95~

Table 3

Taiwan Mask Corporation and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2023

Unit: NTD in thousand (Unless otherwise specified)

Company name of the
shareholding
Marketable securities Relationship with the
marketable securities issuer
General ledger account End of period End of period End of period Note
Number of shares Book value Ownership Fair value
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Jing Hao Investment
Co., Ltd.
Jingjing Investment
Co., Ltd.
Aptos Technology
INC.
ADL Energy Corp
Miko-China
Enterprise (Shanghai)
Co., Ltd.
Common stocks of United Microelectronics
Corporation
Common stock of China Steel Structure Co.,
Ltd.
Common stocks of Avision Inc. through
private placement.
Common Stock of 3S Silicon Tech Inc.
Common stocks of United Microelectronics
Corporation
Common stocks of Microtek International
Common stocks of Taiwan Mask
Common stock of China Steel Structure Co.,
Ltd.
Common stocks of EVERBRITE Technology
Image Match Design Inc.
B Current Impact Investment
B Current Impact Investment Partnership
Intellectual Property Innovation Corporation
Partnership Fund
Wisdom Capital Limited Partnership
G-TECH ELECTRONICS LTD.
Memchip Technology Co., Ltd.
Common stocks of TOPFUN
TECHNOLOGY INC.
Franklin Templeton SinoAm Asia Pacific
Balanced Fund-Accu. Beneficiary Certificate
Common stocks of Shenzhen He Mei Jing Yi
Semiconductor Technology Co., Ltd.
None
None
None
None
None
None
Parent company
None
None
None
The Company is a director
of that company
None
None
None
None
None
None
None
None
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial Asset at Fair Value Through Profit or Loss
- Non Current
Financial assets measured at fair value through other
comprehensive income - Non Current
Financial Assets at Fair Value Through Profit or
Loss - Current
Financial Assets at Fair Value Through Profit or
Loss - Non Current













7,554,000
14,334,000
10,000,000
1,000,000
5,680,000
40,966,000
35,831,440
24,999,000
12,798,000
378,000
1,000,000
500,000
-
-
1,097,092
187,915
100,000
50,000
400,000
$ 397,340
792,670
55,700
11,592
298,768
929,928
2,547,615
1,382,445
540,076
2,925
10,000
5,000
20,000
55,000
-
-
-
500
20,770
0.06%
7.17%
4.61%
2.69%
0.05%
19.92%
13.97%
12.50%
19.99%
2.26%
10.00%
-
-
-
8.08%
3.13%
12.27%
-
0.31%
$ 397,340
792,670
55,700
11,592
298,768
929,928
2,547,615
1,382,445
540,076
2,925
10,000
5,000
20,000
55,000
-
-
-
500
20,770

~96~

Table 4

Taiwan Mask Corporation and Subsidiaries Significant inter-company transactions during the reporting periods January 1 to December 31, 2023

Unit: NTD in thousand (Unless otherwise specified)

Status of transaction

Status of transaction Status of transaction Status of transaction Status of transaction
No.
(Note 1)
Name of the counterparty
Counterparty Relationship with the
counterparty
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
0
Taiwan Mask Corporation
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
1
Miracle Technology CO., LTD.
2
Miko-China Enterprise (Shanghai) Co.,
Ltd.
3
Sichuan Miracle Power Technology Co.,
Ltd.
4
Youe Chung Capital Corporation
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle Technology CO., LTD.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Aptos Technology INC.
Aptos Technology INC.
Innova Vision INC.
Innova Vision INC.
Xsense Technology
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Miracle Technology CO., LTD.
Aptos Technology INC.
Innova Vision INC.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Aptos Technology INC.
Aptos Technology INC.
Xsense Technology
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Miracle International
Enterprise(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co., Ltd.
Sichuan Miracle Power Technology
Co., Ltd.
Sichuan Miracle Power Technology
Co., Ltd.
Aptos Technology INC.
Miracle Technology CO., LTD.
Miko-China Enterprise (Shanghai)
Co., Ltd.
Aptos Technology INC.
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
3
3
3
3
3
3
3
3
3
3
3
3
Sales
Endorsement and guarantee
Accounts Receivables
Rental income
Sales
Accounts Receivables
Rental income
Other Receivables
Rental income
Other Receivables
Rental income
Other Receivables
Other Incomes
Other Incomes
Other Incomes
Other Incomes
Other receivables (loans of funds)
Interest income
Endorsement and guarantee
Sales
Sales
Accounts Receivables
Accounts Receivables
Sales
Endorsement and guarantee
Endorsement and guarantee
Sales
Other receivables (loans of funds)
11,716
214,935
1,629
2,626
23,415
4,865
52,812
35,350
16,174
28,883
48,697
26,021
1,912
2,490
2,587
1,391
170,000
4,590
150,000
2,308
70,257
1,082
1,470
7,391
20,000
224,165
7,912
270,000
Net 60
Same with other customers
Net 60
Same with other customers
Net 60
Net 60
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Same with other customers
Receipt and payment at an agreed time
Receipt and payment at an agreed time
Same with other customers
Net 60
Net 30
Net 30
Net 60
Net 60
Same with other customers
Same with other customers
Net 30
Receipt and payment at an agreed time
0.16%
1.03%
0.01%
0.04%
0.33%
0.02%
0.73%
0.17%
0.22%
0.14%
0.68%
0.12%
0.03%
0.03%
0.04%
0.02%
0.81%
0.06%
0.72%
0.03%
0.98%
0.01%
0.01%
0.10%
0.10%
1.07%
0.11%
1.29%

~97~

Status of transaction

No.
(Note 1)
Name of the counterparty
Counterparty Relationship with the
counterparty
(Note 2)
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
4
Youe Chung Capital Corporation
Aptos Technology INC.
3
4
Youe Chung Capital Corporation
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
4
Youe Chung Capital Corporation
Xsense Technology
3
4
Youe Chung Capital Corporation
Innova Vision INC.
3
4
Youe Chung Capital Corporation
Innova Vision INC.
3
4
Youe Chung Capital Corporation
Moment Semiconductor, Inc.
3
5
Aptos Technology INC.
Moment Semiconductor, Inc.
3
5
Aptos Technology INC.
Moment Semiconductor, Inc.
3
6
ADL Energy Corp
Taiwan Mask Corporation
2
7
Innova Vision INC.
iPro Vision Inc.
3
7
Innova Vision INC.
iPro Vision Inc.
3
8
Pilot Battery Co., Ltd.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
8
Pilot Battery Co., Ltd.
ADL Energy Corp
3
8
Pilot Battery Co., Ltd.
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
3
9
Digital-Can Tech. Co., Ltd.
Taiwan Mask Corporation
2
9
Digital-Can Tech. Co., Ltd.
Taiwan Mask Corporation
2
10
Xsense Technology Corporation (B.V.I.)
Taiwan Branch
Taiwan Mask Corporation
2
10
Xsense Technology Corporation (B.V.I.)
Taiwan Branch
Taiwan Mask Corporation
2
11
iPro Vision Inc.
Innova Vision INC.
2
Interest income
7,148 Receipt and payment at an agreed time
0.10%
Other receivables (loans of funds)
270,000 Receipt and payment at an agreed time
1.29%
Interest income
7,283 Receipt and payment at an agreed time
0.10%
Other receivables (loans of funds)
90,000 Receipt and payment at an agreed time
0.43%
Interest income
2,437 Receipt and payment at an agreed time
0.03%
Other receivables (loans of funds)
30,000 Receipt and payment at an agreed time
0.14%
Sales
13,420 Net 60
0.19%
Accounts Receivables
1,440 Net 60
0.01%
Sales
11,255 Net 60
0.16%
Sales
31,780 Net 60
0.44%
Accounts Receivables
36,655 Receipt and payment at an agreed time
0.18%
Other receivables (loans of funds)
50,000 Receipt and payment at an agreed time
0.24%
Endorsement and guarantee
30,000 Receipt and payment at an agreed time
0.14%
Interest income
1,073 Receipt and payment at an agreed time
0.01%
Sales
148,644 Net 60
2.06%
Accounts Receivables
3,832 Net 60
0.02%
Other Incomes
9,000 Receipt and payment at an agreed time
0.13%
Other operating revenue
1,000 Receipt and payment at an agreed time
0.01%
Sales
1,555 Receipt and payment at an agreed time
0.02%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is “0”.

  • (2) The subsidiaries are numbered in order starting from “1”.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction):

(1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

(3) Subsidiary to subsidiaries.

Note 3: Only transactions with an amount of more than NT$1 million will be disclosed, and transactions with related parties will not be disclosed separately.

~98~

Taiwan Mask Corporation and Subsidiaries Names, locations and other information of investee companies (not including investees in China) January 1 to December 31, 2023

Table 5

Unit: NTD in thousand (Unless otherwise specified)

Name of Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of the end ofperiod Shares held as of the end ofperiod Shares held as of the end ofperiod Net profit
(loss) of the
investee for
the current
period
Investment
profit (loss)
recognized
for the
current
period
Note
Balance at the
end ofperiod
End of the
previousyear
Number of
shares
Owners
hip
Book
value
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Taiwan Mask
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
Youe Chung Capital
Corporation
SunnyLake Park International
Holdings, Inc.
Youe Chung Capital
Corporation
Advagene Biopharma Co., Ltd.
Miracle Technology CO., LTD.
Weida Hi-Tech Co., Ltd.
Innova Vision INC.
ONE TEST SYSTEMS
Pilot Battery Co., Ltd.
Advagene Biopharma Co., Ltd.
Xsense Technology Corporation
Xsense Technology Corporation
(B.V.I.) Taiwan Branch
Aptos Technology INC.
Innova Vision INC.
Digital-Can Tech. Co., Ltd.
Pilot Battery Co., Ltd.
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
United States
Taiwan
Taiwan
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Re-investment
Re-investment
Medical, R&D, manufacturing
Electronics components
manufacturing, electronics
materials and precision equipment
distribution and power component
design
Display panel control chip and
other module’s research, design,
development, manufacturing and
sales
Manufacturing, retail, wholesale
and international trade of medical
equipment
Research, development and design
of test equipment and related
components
Electronic parts and components
and energy technical services
Medical, R&D, manufacturing
Precious metal coating
Precious metal coating
Design, packaging and testing of
NAND flash memory, solid state
drives and the related products
Manufacturing, retail, wholesale
and international trade of medical
equipment
3D Printing and Plastic Mold
Design
Electronic parts and components
and energy technical services
$ 103,045
1,260,000
165,691
252,651
293,371
598,721
121,372
180,000
75,021
325,965
-
434,692
151,533
139,072
178,500
$ 103,045
1,260,000
165,691
252,651
293,371
578,321
-
-
60,021
325,965
-
434,692
151,533
139,072
-
3,120,000
534,877,568
12,549,652
22,955,033
12,176,880
37,813,134
940,000
3,600,000
3,216,223
1
12,189,191
28,481,161
94,370
7,281,250
7,000,000
100%
100%
23.51%
100%
28.20%
75.32%
100%
20.00%
6.03%
100.00
%
53.00%
47.19%
0.19%
57.39%
38.89%
$ 5,683
987,383
32,974
472,096
26,081
142,651
121,332
78,591
8,451
6,247
(3,294)
(221,433)
449
106,507
249,031
($ 64)
(810,367)
(91,817)
17,169
(210,648)
(178,674)
5,823
(58,757)
(91,817)
(72)
10,768
(274,014)
(178,674)
(4,253)
(58,757)
($ 64)
(347,421)
(22,792)
17,169
(57,935)
(165,774)
6
(2,463)
(5,062)
(72)
2,175
(129,303)
(405)
(7,351)
(30,513)
Note
2

~99~

Name of Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as of the end ofperiod Shares held as of the end ofperiod Shares held as of the end ofperiod Net profit
(loss) of the
investee for
the current
period
Investment
profit (loss)
recognized
for the
current
period
Note
Balance at the
end ofperiod
End of the
previousyear
Number of
shares
Owners
hip
Book
value
Youe Chung Capital
Corporation
Aptos Technology
INC.
Aptos Technology
INC.
Aptos Technology
INC.
ADL Energy Corp
Miracle Technology
CO., LTD.
Jingjing Investment
Co., Ltd.
Innova Vision INC.
Moment Semiconductor, Inc.
New Sunrise Limited
ONE TEST SYSTEMS
ADL Energy Corp
Aptos Global Holding Corp.
Jingjing Investment Co., Ltd.
Miko Technology Co., Ltd
Innova Technology
Taiwan
Samoa
United States
Taiwan
Seychelles
Taiwan
Hong Kong
Taiwan
Retail and wholesale of memory
products
Re-investment
Research, development and design
of test equipment and related
components
Electronic parts and components
and energy technical services
Re-investment
Re-investment
Electronics components
manufacturing, electronics
materials and precision equipment
distribution and power component
design
Sales of contact lens
40,000
-
-
29,795
10,012
37
64,650
-
-
-
413,050
29,795
10,012
37
64,650
4,000,000
-
-
10,000,000
25,860,907
10,000
3,000,000
53.33%
100%
0%
0%
100%
100%
100%
100%
29,910
-
-
-
-
321,670
6,719
(3,396)
(24,327)
-
5,823
20,396
-
43,005
(20)
(58)
(10,090)
-
(46)
20,396
-
43,005
(20)
(58)
Note
1
Note
2
Note
3
Innova Vision INC.
Innova Vision (B.V.I) Inc.
British Virgin
Islands
Re-investment
Innova Vision INC.
iPro Vision Inc.
Japan
Sales of contact lens
Innova Vision (B.V.I)
Inc.
iPro Vision Inc.
Japan
Sales of contact lens
Pilot Battery Co., Ltd.
ADL Energy Corp
Taiwan
Electronic parts and components
and energy technical services
60,157
60,157
1,000,000
100%
(2,717)
(1,245)
(1,245)
84,204
84,204
6,400
52.03%
(1,756)
(3,305)
(1,720)
56,420
56,420
5,900
47.97%
(1,626)
(3,305)
(1,585)
413,050
-
11,984,526
100%
68,310
20,396
- Note
3

Note 1: As of December 31, 2023, the funds for shares have not been remitted.

Note 2 : The Company ‘s subsidiary , Aptos Technology INC. invested in One Test Systems in May 2023 with a 100 % shareholding. In August 2023, the Group was reorganized and One Test Systems was directly owned by the Company, with its shareholding remaining at 100%.

Note 3: The Group’s organization was restructured in December 2023 and the Company’s subsidiary, Pilot Battery Co.,Ltd., directly owned ADL Energy Corp. with a shareholding ratio of 100%.

~100~

Taiwan Mask Corporation and Subsidiaries Information on investments in China January 1 to December 31, 2023

Table 6 Table 6 Table 6 Table 6 Table 6 Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Unit: NTD in thousand
(Unless otherwise specified)
Investee in Mainland
China
Main business activities Paid-up
capital
Investment
method
(Note 1)
Accumulated
amount of
remittance
from Taiwan
to Mainland
China at the
beginning of
theperiod
Amount remitted
from Taiwan to
China/Amount
remitted back to
Taiwan for theperiod
Accumulated
amount of
remittance
from Taiwan
to China
Profit (loss) of
the investee for
the current
period
Ownership held
by the Company
(direct or
indirect)
Investment
income (loss)
recognized by
the Company for
the current
period
(Note 2)
Ending carrying
amount
Accumulat
ed amount
of
investment
income
remitted
back to
Taiwan
Note
Remitted
to
Remitted
back
Miko-China Enterprise
(Shanghai) Co., Ltd.
Miracle International
Enterprise(Shanghai) Co.,
Ltd.
Sichuan Miracle Power
Technology Co., Ltd.
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
Electronics components
manufacturing, electronics
materials and precision
equipment distribution and
power component design
IC product design,
production and sales
$ 3,283
10,215
53,676
1
1
3
$ 3,283
10,215
-
$ -
-
-
$ -
-
-
$ 3,283
10,215
-
$ 54,528
100%
11,025
100%
(2,723)
100%
$ 54,528
11,025
(2,723)
$ 392,131
102,768
54,994
$ -
-
-
Note 2
(2) B
Note 2
(2) B,
Note 4
Note 2
(2) B
Name of Company Accumulated amount of
remittance from Taiwan to
China as of the end of the
period
Investment amount approved by
the Investment Commission of
the Ministry of Economic
Affairs(MOEA)
Ceiling on investments in
Mainland China imposed
by the Investment
Commission of MOEA
Miracle Technology CO., LTD. $ 13,498 $ 13,498 $ 261,592

Note 1: Investment methods are classified into the following three categories; fill in the number of categories each case belongs to:

  • (1) Directly invest in a company in Mainland China.

  • (2) Through investing in an existing company in the third area (please specify the company), which then invested in Mainland China.

(3) Others

Note 2: Investment income recognized by the Company for the current period

  • (1) If it is still under preparation with no actual gain or loss, it shall be indicated in the box.

  • (2) The basis for recognition of the investment gains or losses is divided into the following three, it shall be indicated in the box.

  • A. Financial statements audited and validated by an international accounting firm that has a collaborative relationship with CPA firms in Taiwan.

  • B. Financial statements audited and validated by a certified accountant or accounting firm who work with the parent company in Taiwan.

  • C. Unaudited financial statements.

Note 3: The relevant figures in this table should be presented in New Taiwan Dollars.

Note 4: It was originally invested through Misun Technology Co., Ltd. Since the aforementioned company has gone through dissolution and liquidation, it has been changed to Miracle Technology Co., Ltd. directly investing in Miracle International Enterprise (Shanghai) Co., Ltd.

~101~

Taiwan Mask Corporation and Subsidiaries Information on Major Shareholders December 31, 2023

Table 7

Table 7
Name of Main Shareholders Shares
No. of shares held Ownership
Youe Chung Capital Corporation 35,831,440 13.97%

~102~