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TMC — Annual Report 2024
Dec 17, 2024
52014_rns_2024-12-17_ae2d95e6-9535-4ea3-8131-82ad0b119032.pdf
Annual Report
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Taiwan Mask Corporation and Subsidiaries Consolidated financial statements and independent auditor’s report
2024 and 2023 (Stock Code: 2338)
Company address: No. 11, Chuangxin 1st Road, Baoshan, Hsinchu County, Hsinchu Science Park
Telephone: (03)563-4370
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Taiwan Mask Corporation and Subsidiaries
2024 and 2023 Consolidated Financial Statements and Accounting Auditor's Report
Table of Contents
| Items | Page | ||
|---|---|---|---|
| I. | Cover | Page | 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 | |
| VII. | Consolidated Statement of Changes in Equity | 13 | |
| VIII. | Consolidated Statements of Cash Flows | 14 ~ 15 | |
| IX. | Notes | to the consolidated financial statements | 16 ~ 82 |
| (I) | Company History | 16 | |
| (II) | Date and Procedures for Approving the Financial Report | 16 | |
| (III) | Newly Released and Amended Standards and Interpretations | 16 ~ 17 | |
| (IV) | Summary of Significant Accounting Policies | 17 ~ 34 | |
| (V) | Critical Accounting Judgments and Key Sources of Estimation and | ||
| Uncertainty | 34 | ||
| (VI) | Summary of Significant Accounting Items | 34~ 72 | |
| (VII) | Related Party Transactions | 73~ 75 |
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| Items | Page | |
|---|---|---|
| (VIII) | Pledged Assets | 76 |
| (IX) | Significant Contingent Liabilities and Unrecognized Contractual | |
| 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) | Segment Information | 90 ~ 92 |
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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 ending on December 31, 2024, 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 12, 2025
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Independent Auditors’ Report
(114) Tsai-Sheng-Bao-Zi No. 24005089
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, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2024 and 2023 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
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significance in our audit of the consolidated financial statements of fiscal year 2024. 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.
Key audit matters for the TMC Group’s consolidated financial statements in fiscal year 2024 are stated as follows:
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 (23); the operating income in fiscal year 2024 was NT$7,561,749 thousand.
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:
-
Understand the type of major income and assess internal operations, review revenue recognition and accounting treatment.
-
Obtain the sales revenue statement, sample the sales transactions and verify the relevant documents to determine the appropriateness of the sales revenue.
-
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, 2024 and 2023.
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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.
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:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures
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responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We 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
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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 2024 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
CPA
Chien-Yu Liu
Securities and Futures Bureau of Financial Supervisory Commission of the Executive Yuan
Approval Document for Attestation: Jin-Guan-Zheng-LiuZi No. 0960072936
Financial Supervisory Commission of the Executive Yuan Approval Document for Attestation: Jin-Guan-ZhengShen-Zi No. 1090350620
March 12, 2025
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Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023
| Assets | Notes 6(1) 6(2) and 8 6(3) and 8 6(23) 6(4) 6(4) 6(4) and 7 7 6(5) 6(2) and 8 6(3) and 8 6(6) 6(7) and 8 6(8) 6(10) and 8 6(11) and 8 6(30) 6(13) |
December31,2024 Amount % $ 1,430,542 7 3,129,075 15 227,534 1 90,967 - 167 - 1,367,379 7 2,383 - 40,137 - 1,306 - 476 - 723,781 4 277,096 1 20,371 - 7,311,214 35 187,241 1 667,051 3 489,392 2 10,382,141 50 424,264 2 167,109 1 654,780 3 25,492 - 506,461 3 13,503,931 65 $ 20,815,145 100 |
Unit: NT$ Thousand December31,2023 Amount % $ 1,364,106 6 1,626,536 8 259,885 1 105,263 1 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 - 9,492,391 45 554,630 3 170,500 1 731,735 4 22,337 - 514,639 2 15,110,073 72 $ 21,020,968 100 |
|---|---|---|---|
| Amount $ 1,430,542 3,129,075 227,534 90,967 167 1,367,379 2,383 40,137 1,306 476 723,781 277,096 20,371 7,311,214 187,241 667,051 489,392 10,382,141 424,264 167,109 654,780 25,492 506,461 13,503,931 $ 20,815,145 |
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 9,492,391 554,630 170,500 731,735 22,337 514,639 15,110,073 $ 21,020,968 |
||
| 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 Asset 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)
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Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2024 and 2023
| Liabilities and Equities | Notes 6(14) and 7 6(2) 6(23) 6(15) 7 6(17) 6(16) 6(17) 6(30) 6(18) 6(19) 6(20) 6(21) 6(22) 6(19) and 8 9 11 |
December 31,2024 | % 30 - - - 3 6 - - - - 6 - 45 17 15 - 1 2 - - 35 80 12 8 4 3 - ( 6 ) 21 ( 1 ) 20 100 |
Unit: NT$ Thousand 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 - - 163,536 1 519,754 3 10,648 - 42,282 - 7,287,160 35 15,911,064 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 ( 13,238) - 5,109,904 24 $ 21,020,968 100 |
|---|---|---|---|---|
| Amount $ 6,200,355 19,204 64,453 43,544 541,758 1,236,829 - 10,730 5,568 34,456 1,242,279 53,072 9,452,248 3,609,156 3,072,808 1,500 162,297 402,942 7,474 34,812 7,290,989 16,743,237 2,564,562 1,532,041 863,958 581,828 20,148 ( 1,167,369) 4,395,168 ( 323,260) 4,071,908 $ 20,815,145 |
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 - 163,536 519,754 10,648 42,282 7,287,160 15,911,064 2,564,465 1,439,959 827,460 1,464,101 1,641 ( 1,174,484) 5,123,142 ( 13,238) 5,109,904 $ 21,020,968 |
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| 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 2200 Other Payables 2220 Other Payables - Related Parties 2230 Income Tax Liabilities for the Period 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 Loans 2550 Provision for Liabilities - Non-current 2570 Deferred Income Tax. 2580 Lease liability - Non Current 2640 Defined Benefit Liabilities - Non Current 2645 Guarantee Deposits Received 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.
Accounting Officer: Yu-Ming Fan
Chairman: Sean Chen
Manager: Lidon Chen
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Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31 of 2024 and 2023
Unit: NT$ Thousand (Except for earnings (loss) per share in NT$)
| Items | 2024 2023 Notes Amount % Amount % 6(23) and 7 $ 7,561,749 100 $ 7,199,935 100 6(5) and 7 ( 6,140,062 ) ( 81)( 5,363,566 )( 75) 1,421,687 19 1,836,369 25 6(28) (29) and 7 ( 311,586 ) ( 4) ( 271,119 ) ( 4) ( 418,133 ) ( 6) ( 459,028 ) ( 6) ( 389,236 ) ( 5) ( 348,136 ) ( 5) 12(2) ( 81,338 ) ( 1)( 9,455 ) - ( 1,200,293 ) ( 16)( 1,087,738 )( 15) 221,394 3 748,631 10 6(24) 27,737 - 40,742 - 6(25) and 7 151,772 2 133,843 2 6(26) ( 667,378 ) ( 9) ( 98,389 ) ( 1) 6(27) and 7 ( 345,590 ) ( 4) ( 293,238 ) ( 4) 6(6) ( 53,984 ) ( 1)( 85,789 )( 1) ( 887,443 ) ( 12)( 302,831)( 4) ( 666,049 ) ( 9) 445,800 6 6(30) ( 119,962) ( 1)( 281,516 )( 4) ($ 786,011 ) ( 10) $ 164,284 2 6(18) $ 237 - ($ 1,145 ) - 6(22) 18,507 - ( 8,867 ) - $ 18,744 - ($ 10,012 ) - ($ 767,267 ) ( 10) $ 154,272 2 ( $ 472,521 ) ( 6) $ 366,126 5 ( 313,490 ) ( 4)( 201,842)( 3) ($ 786,011 ) ( 10) $ 164,284 2 ( $ 453,777 ) ( 6) $ 356,114 5 ( 313,490 ) ( 4)( 201,842 )( 3) ($ 767,267 ) ( 10) $ 154,272 2 6(31) ($ 2.21) $ 1.75 ( $ 2.21) $ 1.65 |
|---|---|
| 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 Net loss/profit before tax 7950 Income Tax Expense 8200 Net (loss) profit for the period 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 Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statement translation differences of foreign operations 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 (loss) per share 9750 Basic 9850 Diluted |
The accompanying notes are an integral part of the consolidated financial statements.
Manager: Lidon Chen
Chairman: Sean Chen
Accounting Officer: Yu-Ming Fan
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Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31 of 2024 and 2023
Unit: NT$ Thousand
| 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 2024 Beginning Balance as of January 1, 2024 Net loss Other Comprehensive Profit or Loss Total comprehensive income for the year Distribution and appropriation of earnings for 2023 Legal capital reserve Cash dividends Changes in ownership interests in subsidiaries recognized Adjustment of capital reserve by dividends paid to subsidiaries Subsidiaries donated treasury stock Changes in shares of affiliates and joint ventures recognized under the equity method Conversion of convertible bonds Ending Balance as of December 31, 2024 |
Notes | Equity a | ttributableto shareh | ttributableto shareh | ol | ders of the parentcompany | ders of the parentcompany | Non- controlling Interests |
Total Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital stock | Capital surplus | Retaine | d 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(22) 6(21) 6(20) 6(20) 6(20) 6(20) 6(19) 6(19) 6(20) 6(22) 6(21) 6(20) 6(20) 6(19) 6(20) 6 (19)(20) |
$ 2,564,465 - - - - - - - - - - - - - $ 2,564,465 $ 2,564,465 - - - - - - - - - 97 $ 2,564,562 |
$ 1,251,681 - - - - - ( 49,797 ) 90,829 133,604 13,793 - - ( 151 ) - $ 1,439,959 $ 1,439,959 - - - - - 1,196 52,997 - 37,203 686 $ 1,532,041 |
$ 769,952 - - - 57,508 - - - - - - - - - $ 827,460 $ 827,460 - - - 36,498 - - - - - - $ 863,958 |
$ 1,729,293 366,126 ( 1,145 ) 364,981 ( 57,508 ) ( 572,665 ) - - - - - - - - $ 1,464,101 $ 1,464,101 ( 472,521 ) 237 ( 472,284 ) ( 36,498 ) ( 373,491 ) - - - - - $ 581,828 |
$ 13,174 - ( 8,867 ) ( 8,867 ) - - - - - - - - - - $ 4,307 $ 4,307 - 18,507 18,507 - - - - - - - $ 22,814 |
($ 2,666 ) - - - - - - - - - - - - - ($ 2,666 ) ($ 2,666 ) - - - - - - - - - - ($ 2,666 ) |
($ 1,778,979 ) - - - - - - - - - 12,807 591,688 - - ($ 1,174,484 ) ($ 1,174,484 ) - - - - - - - 7,115 - - ($ 1,167,369 ) |
$ 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 $ 5,123,142 ( 472,521 ) 18,744 ( 453,777 ) - ( 373,491 ) 1,196 52,997 7,115 37,203 783 $ 4,395,168 |
($ 112,713 ) ( 201,842 ) - ( 201,842 ) - - - - ( 58,871 ) - - - - 360,188 ($ 13,238 ) ($ 13,238 ) ( 313,490 ) - ( 313,490 ) - - 3,468 - - - - ($ 323,260 ) |
$ 4,434,207 164,284 ( 10,012 ) 154,272 - ( 572,665 ) ( 49,797 ) 90,829 74,733 13,793 12,807 591,688 ( 151 ) 360,188 $ 5,109,904 $ 5,109,904 ( 786,011 ) 18,744 ( 767,267 ) - ( 373,491 ) 4,664 52,997 7,115 37,203 783 $ 4,071,908 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Sean Chen
Manager: Lidon Chen
Accounting Officer: Yu-Ming Fan
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Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flows January 1 to December 31 of 2024 and 2023
Unit: NT$ Thousand
| Cash Flow from Operating Activities Net (loss) profit before tax for the period 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 and liabilities at fair value through profit or loss Gain (loss) on disposal of investments Dividend income 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 Gain on lease modifications Goodwill impairment loss Impairment loss of prepayments for equipment 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 Receivables -Related PartiesOther Receivables Other Receivables -Related PartiesInventories 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 Provisions Other Current Liabilities Defined Benefit Liabilities Other Non-Current Liabilities Net Cash In-Flow from Operating Interest Received Interest Paid Income Tax Paid Dividends Received Net Cash In-Flow (Out-Flow) from Operating Activities |
Notes January 1 to December 31,2024 January 1 to December 31,2023 ( $ 666,049 ) $ 445,800 6 (7)(8)(10)(28) 1,286,665 933,404 6(11)(28) 88,918 52,495 12(2) 81,338 9,455 6(24) ( 27,737 ) ( 40,742 ) 6(27) 345,590 293,238 7 7,115 12,807 6(2)(26) 714,004 120,408 6(26) ( 10,037 ) - 6(25) ( 115,036 ) ( 94,064 ) 6(6) 53,984 85,789 6(26) ( 24,518 ) ( 688 ) 6(26) - ( 25,499 ) - 78 6(8)(26) ( 3,005 ) - 6(11)(12)(26) 27,390 - 6(26) 5,310 - 502,215 ( 175,131 ) 14,296 34,968 5,882 ( 4,604 ) 30,089 28,959 ( 2,357 ) 2,320 ( 11,134 ) ( 16,753 ) ( 899 ) ( 407 ) ( 21,958 ) ( 250,767 ) 58,324 ( 40,501 ) ( 9,597 ) 35,911 ( 420 ) - ( 110,085 ) ( 67,726 ) 43,478 ( 79,735 ) 77,866 27,826 - ( 284 ) ( 165,172 ) 49,752 2,555 - ( 4,741 ) 17,970 ( 2,937 ) ( 7,012 ) - ( 7,228 ) 2,169,337 1,340,039 27,737 42,243 ( 280,875 ) ( 260,590 ) ( 127,651 ) ( 444,991 ) 115,036 110,914 1,903,584 787,615 |
|---|---|
(Continued)
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Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flows January 1 to December 31 of 2024 and 2023
Unit: NT$ Thousand
| Cash Flow from Investment Activities Acquisition of Amortized Cost Financial Assets Disposal of Amortized Cost Financial Assets Acquisition of investment property by the Equity Method Disposal of investment under Equity Method Cash outflows from changes in consolidated entities 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 Decrease of Guarantee Deposits 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 corporate bonds Repayment of corporate bonds Other Payables- related Parties Treasury stocks transfer to employees Redemption of Lease Principal Increase in Guarantee Deposits Received Decrease of Guarantee Deposits Received Cash increase of non-controlling equity in Subsidiaries Payment of overdue unclaimed dividends Distribution of cash dividends (including capital surplus distribution cash in 2023) Net Cash In-Flow (Out-Flow) from Funding Activities Adjustments of Exchange Rate Net increase (decrease) in cash and cash equivalents Beginning Balance of Cash and Cash Equivalents Ending Balance of Cash and Cash Equivalents |
Notes January 1 to December 31,2024 January 1 to December 31,2023 6(3) ( $ 171,795 ) ( $ 672,781 ) 6(3) 205,430 416,418 6(6) ( 440,400 ) ( 15,000 ) 6(6) 11,807 - 6 (32) - ( 78,027 ) 6(7)(33) ( 2,005,238 ) ( 3,179,581 ) 6(7) 48,326 8,695 6(11) ( 15,577 ) ( 36,975 ) 6(11) - 27,043 ( 38,787 ) ( 35,869 ) 52,995 29,108 ( 2,353,239 ) ( 3,536,969 ) 6(34) 9,394,535 7,613,689 6(34) ( 8,623,550 ) ( 6,907,998 ) 6(34) 2,525,699 1,593,546 6(34) ( 2,587,302 ) ( 1,061,577 ) 6(34) 498,730 797,338 6(34) ( 332,817 ) - 7 ( 304 ) 304 6(19) - 591,688 6(34) ( 46,498 ) ( 51,816 ) 6(34) 199 7,528 6(34) ( 7,787 ) - - 299,600 - ( 151 ) 6(21) ( 320,494 ) ( 531,633 ) 500,411 2,350,518 15,680 12,985 66,436 ( 385,851 ) 1,364,106 1,749,957 6(1) $ 1,430,542 $ 1,364,106 |
|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
Manager: Lidon Chen
Accounting Officer: Yu-Ming Fan
Chairman: Sean Chen
~15~
Taiwan Mask Corporation and Subsidiaries Notes to the Consolidated Financial Statements
2024 and 2023
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 12, 2025.
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 2024:
| Newly released/corrected/amended standards and interpretations Amendments to IFRS 16 - “Liabilities of Lease from the Leaseback” Amendment to IAS 1 "Classification of Liabilities as Current or Non-Current" Amendment to IAS 1 "Non-Current Liabilities With Covenants" Amendments to IAS 7 and IFRS 7 "Supplier Financing Arrangements" |
Effective Date Issued by |
|---|---|
IASB January 1, 2024 January 1, 2024 January 1, 2024 January 1, 2024 |
The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.
(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 2025:
~16~
Effective Date Issued by Newly released/corrected/amended standards and interpretations IASB Amendments to IAS No. 21 "Lack of Exchangeability" January 1, 2025
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 interpretations Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” Amendments to IFRS 9 and IFRS 7, Sale “Power Purchase Agreement” IFRS 10 and IAS 28 amendments, Sale or contribution of assets between an investor and its associate or joint venture IFRS 17 - Insurance contracts Amendment to IFRS 17 - Insurance contracts Amendments to IFRS 17 "First-time Adoption of IFRS 17 and IFRS 9 - Comparative Information" IFRS 18 “Presentation and Disclosure in Financial Statements” IFRS 19 “Subsidiaries without Public Accountability: Disclosures” Annual Improvements to IFRS Accounting Standards - Volume 11 |
Effective Date Issued by |
|---|---|
IASB January 1, 2026 January 1, 2026 To be determined by the IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2027 January 1, 2027 January 1, 2026 |
The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance, except for the following:
IFRS 18 “Presentation and Disclosure in Financial Statements”
IFRS 18 “Presentation and Disclosure in Financial Statements” replaces IAS 1, updates the structure of comprehensive income statement, requires the disclosure of management-defined performance measures, and enhances the principles for grouping and classifying information for main financial statements and notes.
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
~17~
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
-
Except for the following items, these consolidated financial statements have been prepared under the historical cost convention.
-
(1) Financial assets and financial liabilities at fair value through profit or loss (including derivatives).
-
(2) Financial Assets at Fair Value Through Other Comprehensive Income.
-
(3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
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
-
The basis for preparation of consolidated financial statements
-
(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.
-
(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.
-
(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.
-
(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 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
~18~
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.
2. Subsidiaries included in the consolidated financial statements:
| Name of Investor 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 |
Name of Subsidiary Ownership (%) Main Business Activity December 31, 2024 SunnyLake Park International Holding, Inc. Name of Investor 100 Youe Chung Capital Corporation Name of Investor 100 Miracle Technology CO., LTD. Electronics components manufacturing, electronics materials and precision equipment distribution and power component design 100 Innova Vision INC. Manufacturing, retail, wholesale and international trade of medical equipment 75.32 One Test Systems Research, development and design of test equipment and related components 100 Pilot Energy Co., Ltd. Electronic parts and components and energy technical services 20.00 Innova Vision INC. Manufacturing, retail, wholesale and international trade of medical equipment 0.19 Aptos Technology INC. Design, packaging and testing of NAND flash memory, solid state drives and the related products 47.19 Xsense Technology Corporation Name of Investor 100 |
December 31, 2023 100 100 100 75.32 100 20.00 0.19 47.19 100 |
Explanation Note 3 Note 1, Note 6 Note 4 |
|---|---|---|---|
~19~
| Name of Investor Youe Chung Capital Corporation Youe Chung Capital Corporation Youe Chung Capital Corporation Youe Chung Capital Corporation Aptos Technology INC. Name of Investor Aptos Technology INC. Pilot Energy Co., Ltd. ADL Energy Corp Miracle Technology CO., LTD. Miracle Technology CO., LTD. Jing Hao Investment Co., Ltd. |
Name of Subsidiary Ownership (%) Main Business Activity December 31, 2024 December 31, 2023 Explanation Xsense Technology Corporation (B.V.I.) Taiwan Branch Precious metal coating 53.00 53.00 Digital-Can Tech. Co., Ltd. 3D Printing and Plastic Mold Design 57.39 57.39 Pilot Energy Co., Ltd. Electronic parts and components and energy technical services 38.89 38.89 Note 1, Note 6 Moment Semiconductor, Inc. Retail and wholesale of memory products 52.84 53.33 Note 2 ADL Energy Corp Electronic parts and components and energy technical services - - Note 5 Name of Subsidiary Ownership (%) Main Business Activity December 31, 2024 December 31, 2023 Explanation New Sunrise Limited Name of Investor 100 100 ADL Energy Corp Electronic parts and components and energy technical services 100 100 Note 5 Aptos Global Holding Corp. Name of Investor 100 100 Jing Hao Investment Co., Ltd. Name of Investor 100 100 Miracle International Enterprise (Shanghai) Co., Ltd. Electronics components manufacturing, electronics materials and precision equipment distribution and power component design 100 100 Miko-China Enterprise (Shanghai) Co., Ltd. Electronics components manufacturing, electronics materials and precision 100 100 |
|---|---|
~20~
| Name of Investor Jing Hao Investment Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. Miracle International Enterprise(Sha nghai) Co., Ltd. Innova Vision INC. Innova Vision INC. Innova Vision INC. Innova Vision (B.V.I.) Inc. |
Name of Subsidiary MIKO Technology Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Innova Technology Innova Vision (B.V.I.) Inc. iPro Vision Inc. iPro Vision Inc. |
Main Business Activity 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 IC product design, production and sales Medical equipment retail and wholesale Name of Investor Medical equipment retail and wholesale Medical equipment retail and wholesale |
Ownership (%) December 31, 2024 December 31, 2023 100 100 79.17 79.17 20.83 20.83 100 100 100 100 52.03 52.03 47.97 47.97 |
Explanation |
|---|---|---|---|---|
-
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. 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 2024, 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. Moment Semiconductor, Inc. organized capital increase in cash by issuing new shares in September 2024. Youe Chung Capital Corporation did not execute based on shares proportion, so the shareholding declined from 53.33% to 52.84%; a capital reserve
~21~
of NT$410 was recognized.
-
Note 3: 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 the 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: 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%.
-
Note 6: Pilot Battery Co., Ltd. was renamed Pilot Energy Co., Ltd. in April 2024.
-
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 Corporate Group:
The total non-controlling interests of the Group as of December 31, 2024 and 2023 were (NT$323,260) and (NT$13,238). The following information shows subsidiaries that have non-controlling interests that are material to the Group:
Non-controlling Interests
| Name of Subsidiary Aptos Technology and its subsidiaries |
Main location of business Taiwan |
December 31, | 2024 Ownership |
December 31, 2023 Amount Ownership in % ($ 248,253) 52.81% |
Explanation |
|---|---|---|---|---|---|
Amount ($ 372,100) |
Amount ($ 248,253) |
||||
in % 52.81% |
Aggregate financial information of subsidiaries:
Balance Sheet
| Balance Sheet | |
|---|---|
| Current assets Non-Current Assets Current liabilities Non-current liabilities Total net assets |
Aptos Technology and its subsidiaries December 31, 2024 December 31, 2023 $ 103,917 $ 248,931 357,565 501,076 ( 908,842) ( 857,464) ( 257,219) ( 362,617) ($ 704,579) ($ 470,074) |
December 31, 2024 $ 103,917 357,565 ( 908,842) ( 257,219) ($ 704,579) |
~22~
Statement of Comprehensive Income
Aptos Technology and its subsidiaries
| Revenue Net loss before taxes Income tax benefits Net loss of current period from continuing operations Net loss Other comprehensive income (net after tax) Total comprehensive income for the year |
2024 $ 330,550 ( 234,505) - ( 234,505) ( 234,505) - ($ 234,505) |
2023 $ 536,868 ( 274,029) 15 |
|---|---|---|
| ( 274,014) ( 274,014) - |
||
| ($ 274,014) |
Statements of Cash Flows
| Net cash outflow from operating activities Net cash (outflow) inflow in investing activities Net Cash In-Flow (Out-Flow) from Funding Activities Net increase (decrease) in cash and cash equivalents Beginning Balance of Cash and Cash Equivalents Ending Balance of Cash and Cash Equivalents |
Aptos Technology and its subsidiaries 2024 2023 ($ 88,499) ($ 129,331) 54,559 28,644 ( 12,643) 140,091 ( 46,583) 39,404 57,865 18,461 $ 11,282 $ 57,865 |
|---|---|
2024 ($ 88,499) 54,559 ( 12,643) ( 46,583) 57,865 $ 11,282 |
(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.
-
Foreign currency transactions and balances
-
(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.
-
(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
~23~
arising from re-translation at the balance sheet date are recognized in profit or loss.
- (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.
- (4) All foreign exchange gains and losses are presented in the statement of comprehensive income within "Other gains and losses".
-
Translation of foreign operations
-
(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.
-
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
-
Assets that meet one of the following criteria are classified as current assets:
-
(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.
-
(2) Assets held mainly for trading purposes.
-
(3) Assets that are expected to be realized within twelve months from the balance sheet date.
-
(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.
-
Liabilities that meet one of the following criteria are classified as current liabilities:
-
(1) Liabilities that are expected to be paid off within the normal operating cycle.
-
(2) Assets held mainly for trading purposes.
-
(3) Liabilities that are to be paid off within twelve months from the balance sheet date.
~24~
- (4) The right to defer settlement of the liability for at least twelve months after the reporting period is not held.
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 or Loss
-
Refer to the financial assets that are not measured at amortized cost, or are measured at fair value through other comprehensive gain or loss.
-
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.
-
The Group measures financial assets at fair value in initial recognition. The related 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.
-
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
-
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.
-
On a regular way purchase or sale basis, financial assets at fair value through other comprehensive profit or loss are recognized and derecognized using trade date accounting.
-
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
-
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.
-
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.
~25~
(X) Accounts and notes receivable
-
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.
-
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.
(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 the estimated costs of completion and the estimated costs necessary to make the sale.
(XV) Investments accounted for using equity method - Associates
-
Affiliated enterprises 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.
-
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.
~26~
-
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.
-
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.
-
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 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 3 years to 60 years Machinery and equipment 2 years to 16 years Office equipment 2 years to 9 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
~27~
(XVII) Leasing agreements (lessee) - Right-of-use assets/lease liabilities
-
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.
-
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.
-
At the commencement date, the right-of-use asset is recognized at cost which includes:
-
(1) The amount of initial measurement of lease liability.
-
(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
- 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.
- 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.
- Goodwill
Goodwill is measured in a business combination using the acquisition method.
~28~
(XX) Impairment of non-financial assets
-
The Group assesses on 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.
-
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.
-
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.
(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
-
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.
-
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:
-
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.
-
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
~29~
interest method under the amortization procedure over the circulation period.
-
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.
-
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.
-
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
- 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 be recognized as expenses in that period when the employees render service.
-
Pension
-
(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 recorded as retained earnings.
-
-
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.
~30~
4. 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.
(XXVI) Income tax
-
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.
-
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.
-
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.
-
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.
~31~
- 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
-
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.
-
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 purchased shares are reissued, the difference between the consideration received and the book amount after 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.
~32~
-
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 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
-
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.
-
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.
~33~
(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.
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, 2024, the book value of the Corporate Group’s inventory was NT$723,781.
VI. Summary of Significant Accounting Items (I) Cash and Cash Equivalents
| Cash on hand Checking accounts and demand deposits Time deposits Total |
December 31, 2024 $ 396 1,426,654 3,492 $ 1,430,542 |
December 31, 2023 $ 629 1,332,772 30,705 $ 1,364,106 |
|---|---|---|
-
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.
-
The Group has no cash and cash and cash equivalents pledged to others.
~34~
(II) Financial assets and liabilities at fair value through profit or loss
| Items Current items: Mandatory financial assets at fair value through profit or loss Shares of listed and OTC company Beneficiary certificates Valuation adjustment Financial liabilities mandatorily measured at fair value through profit or loss Convertible bond call/put options Non-current items: Mandatory financial assets at fair value through profit or loss Shares of listed and OTC company Shares of non-listed and non-OTC company Limited partnership Valuation adjustment |
December 31, 2024 $ 3,469,504 - 3,469,504 ( 340,429) $ 3,129,075 ($ 19,204) $ 87,400 125,674 95,302 308,376 ( 121,135) $ 187,241 |
December 31, 2023 $ 1,351,033 500 |
|---|---|---|
| 1,351,533 275,003 $ 1,626,536 ($ 9,383) $ 2,689,504 124,949 80,000 2,894,453 1,725 $ 2,896,178 |
- Details of financial assets/liabilities at fair value through profit or loss recognized in profit 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 Beneficiary certificates Shares of non-listed and non-OTC company |
2024 ($ 715,349) ( 10,028) 45 11,328 ($ 714,004) |
2023 ($ 115,526) ( 3,686) - ( 1,196) ($ 120,408) |
|---|---|---|
- Please see Note 8 on how the Group provides financial assets at fair value through profit or loss as a pledged collateral.
~35~
- 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.
(III) Financial assets measured at amortized cost
| Items Current items: Demand Deposit Time deposits Non-current items: Demand Deposit Time deposits Total |
December 31, 2024 $ 148,097 79,437 $ 227,534 $ 384,710 282,341 $ 667,051 |
December 31, 2023 $ 156,629 103,256 |
|---|---|---|
$ 259,885 |
||
$ 377,550 282,607 |
||
$ 660,157 |
||
- Financial assets at amortized cost is recognized in the profit or loss shown as follows:
| Interest income | 2024 $ 9,651 |
2023 $ 8,570 |
|---|---|---|
-
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$894,585 and NT$920,042 as of December 31, 2024 and 2023, respectively.
-
Please see Note VIII on how the Group provides financial assets at amortized cost as a pledged collateral.
(IV) Notes and accounts receivable
| Notes Receivables Accounts Receivables Accounts Receivables -RelatedParties Less: Loss allowance |
December 31, 2024 $ 167 $ 1,478,141 2,383 1,480,524 ( 110,762) $ 1,369,762 |
December 31, 2023 $ 6,049 $ 1,508,229 26 |
|---|---|---|
| 1,508,255 ( 29,423) $ 1,478,832 |
~36~
- Aging of accounts receivable notes receivable is as follows:
| December 31, 2024 Accounts Receivables Not past due$ 1,041,381 Up to 30 days 142,862 31-90 days 116,488 91-180 days 43,381 More than 181 days past due 136,412 $ 1,480,524 |
December 31, 2024 | Notes Receivables $ 167 - - - - $ 167 |
December 31, 2023 | Notes Receivables $ 6,049 - - - - $ 6,049 |
|---|---|---|---|---|
Accounts Receivables $ 1,226,407 171,778 78,432 11,385 20,253 $ 1,508,255 |
||||
$ 1,480,524 |
The above is an aging report based on the number of days past due.
-
As of December 31, 2024 and 2023, accounts receivable and notes receivable were from contracts with customers. The balances of notes and accounts receivable as of January 1, 2023 was NT$1,504,719.
-
While not considering collaterals or other credit enhancements, the accounts receivable held by the Group had the maximum exposure of credit risk at NT$1,369,762 and NT$1,478,832, respectively, as of December 31, 2024 and 2023.
-
Please refer to Note 12 (2) for the information on credit risk of accounts receivable.
~37~
(V) Inventories
December 31, 2024
| December 31, 2024 | ||
|---|---|---|
| Raw materials Work in process Finished goods Merchandise Total Raw materials Work in process Finished goods Merchandise Total |
Cost $ 332,936 144,526 141,455 259,813 $ 878,730 December 31, 2023 Cost $ 293,091 169,281 216,092 127,487 $ 805,951 |
(Gain from reversal of) loss allowance on decline in market value of inventories Book value ($ 73,731) $ 259,205 ( 32,529) 111,997 ( 25,216) 116,239 ( 23,473) 236,340 ($ 154,949) $ 723,781 (Gain from reversal of) loss allowance on decline in market value of inventories Book value ($ 45,647) $ 247,444 ( 13,839) 155,442 ( 36,811) 179,281 ( 7,831) 119,656 ($ 104,128) $ 701,823 |
| of inventories ($ 45,647) ( 13,839) ( 36,811) ( 7,831) ($ 104,128) |
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 Others |
2024 $ 6,080,056 58,706 - ( 1,800) 3,100 $ 6,140,062 |
2023 $ 5,466,608 ( 68,059) 6,327 ( 41,310) - |
|---|---|---|
| $ 5,363,566 |
For 2023, part of the inventory for which the provision for impairment losses had been made in the previous period was sold, resulting in a recovery in the net realizable value of the inventory, which was recognized as a decrease in operating costs.
~38~
(VI) Investment under Equity Method
| Affiliates: Advagene Biopharma Co., Ltd. Weida Hi-Tech Co., Ltd. TrueLight Corporation BKS Tec Corp. |
December 31, 2024 $ 56,495 25,851 388,848 18,198 $ 489,392 |
December 31, 2023 $ 41,425 26,081 - - $ 67,506 |
|---|---|---|
The book value and the share of operating results of each of the Group's insignificant affiliates are summarized as follows:
| are summarized as follows: | ||
|---|---|---|
| Net loss of current period from continuing operations |
2024 ($ 53,984) |
2023 ($ 85,789) |
-
As of December 31, 2024 and 2023, the Group held 25.62% and 28.20% of the shares of Advagene Biopharma Co., Ltd., respectively, and 29.54% 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.
-
The Group sold the shares of Advagene Biopharma Co., Ltd. from September to December 2024, resulting in a decrease of shareholding from 29.54% to 25.62%; a gain on disposal of investments of NT$10,037 was recognized.
-
In March 2024, the Group acquired 13,500 thousand common shares of TrueLight Corporation through private placement with an investment amount of NT$410,400. As of December 31, 2024, the shareholding ratio was 12.11%, making the Group the single largest shareholder of the Company. However, the Group’s shareholding does not 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 company, and only has a significant influence on it.
-
In April 2024, the Group acquired 6,000 thousand common shares of BKS Tec Corp. through capital increase in cash, with an investment amount of NT$30,000. As of December 31, 2024, the shareholding ratio was 38.91%, making the Group the single largest shareholder of the Company. 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 BKS Tec Corp. The Group’s shareholding alone does not 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 company, and only has a significant influence on it.
~39~
(VII) Property, plant and equipment
| January 1, 2024 Cost Accumulated depreciation 2024 January 1 Add - Cost Disposals - Cost Disposal - Accumulated depreciation Depreciation Reclassification December 31 December 31, 2024 Cost Accumulated depreciation |
Buildings and structures (including land) $ 2,966,356 ( 938,487) $ 2,027,869 $ 2,027,869 42,242 ( 2,199) 2,199 ( 222,525) 53,478 |
Machinery and equipment $ 8,379,360 ( 2,680,006) $ 5,699,354 $ 5,699,354 539,207 ( 151,500) 128,591 ( 824,002) 847,118 $ 6,238,768 $ 9,602,172 ( 3,363,404) $ 6,238,768 |
Office equipment $ 89,028 ( 50,616) $ 38,412 $ 38,412 20,513 ( 1,792) 1,096 ( 18,784) - $ 39,445 $ 107,518 ( 68,073) $ 39,445 |
Office equipment | Transportation equipment $ 11,826 ( 6,892) $ 4,934 $ 4,934 500 ( 810) 607 ( 1,511) - $ 3,720 $ 9,327 ( 5,607) $ 3,720 |
Transportation | Transportation | Mold equipment $ 337,978 ( 303,317) $ 34,661 $ 34,661 3,704 - - ( 9,627) - $ 28,738 $ 65,095 ( 36,357) $ 28,738 |
Other equipment $ 764,529 ( 240,244) $ 524,285 $ 524,285 183,684 ( 1,687) 1,687 ( 156,752) 30,598 $ 581,815 $ 990,567 ( 408,752) $ 581,815 |
Unfinished construction and equipment under acceptance $ 1,162,876 - $ 1,162,876 $ 1,162,876 1,360,893 - - - ( 935,178) $ 1,588,591 $ 1,588,591 - $ 1,588,591 |
Unfinished construction and equipment under |
Unfinished construction and equipment under |
Total $ 13,711,953 ( 4,219,562) $ 9,492,391 $ 9,492,391 2,150,743 ( 157,988) 134,180 ( 1,233,201) ( 3,984) $ 10,382,141 $ 15,420,426 ( 5,038,285) $ 10,382,141 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
equipment 11,826 6,892) 4,934 4,934 500 810) 607 1,511) - 3,720 9,327 5,607) 3,720 |
acceptance 1,162,876 - 1,162,876 1,162,876 1,360,893 - - - 935,178) 1,588,591 1,588,591 - 1,588,591 |
||||||||||||
$ |
$ |
$ | |||||||||||
$ ( ( |
$ ( ( |
$ ( |
|||||||||||
$ 1,901,064 $ 3,057,156 ( 1,156,092) $ 1,901,064 |
$ |
$ | $ |
||||||||||
$ ( |
$ ( |
$ |
|||||||||||
$ |
$ |
$ |
~40~
| 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) 128,666 121,636 - - $ 2,027,869 $ 2,966,356 ( 938,487) $ 2,027,869 |
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) |
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) |
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 |
Transportation equipment $ 8,466 ( 5,556) $ 2,910 |
Transportation | Mold equipment $ 313,370 ( 295,689) $ 17,681 $ 17,681 23,023 - - ( 7,628) 1,585 - - - $ 34,661 $ 337,978 ( 303,317) $ 34,661 |
Mold equipment | 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 |
Other equipment | Unfinished construction and equipment under acceptance $ 538,013 - $ 538,013 $ 538,013 1,122,191 - - - ( 497,328) - - - $ 1,162,876 $ 1,162,876 - $ 1,162,876 |
Total $ 9,345,560 ( 3,461,899) $ 5,883,661 $ 5,883,661 4,437,080 ( 169,984) 161,977 ( 874,583) ( 75,756) 129,985 24 ( 13) $ 9,492,391 $ 13,711,953 ( 4,219,562) $ 9,492,391 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
$ |
$ | |||||||||||
$ ( ( ( |
$ 2,910 2,755 - - ( 1,282) - 550 5 ( 4) |
$ ( |
||||||||||
$ |
5,699,354 8,379,360 2,680,006) 5,699,354 |
$ 4,934 |
$ | |||||||||
$ ( |
$ 11,826 ( 6,892) $ 4,934 |
$ |
||||||||||
$ |
$ |
-
The Group had no interest capitalization for investment property in 2024 and 2023.
-
The major components of the Group's houses and buildings include land, buildings and factory renovation projects. Except for land, they are depreciated for 5 to 56 years.
-
Information on property, plant and equipment pledged to others as collateral is provided in Note 8.
-
The abovementioned property, plant and equipment of the Group are for self-use.
~41~
(VIII) Leasing arrangements - lessee
-
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.
-
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, 2024 Book value $ 331,679 15,268 17,911 59,406 $ 424,264 2024 Depreciation $ 22,786 12,075 11,283 3,929 $ 50,073 |
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 |
|---|---|---|
-
The loss/increase in the right-of-use assets was (NT$80,293) and NT$52,886 for 2024 and 2023, respectively.
-
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 Gain on lease modifications |
2024 $ 7,157 5,551 1,981 3,005 |
2023 $ 7,345 6,534 4,491 - |
|---|---|---|
- The Group’s total cash outflow on leases for 2024 and 2023 was NT$61,187 and NT$70,186, respectively.
~42~
6. 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 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’s rent receivable has no overdue payment, and the credit risk loss amount is not significant after assessment. (If there is any overdue payment, the credit risk information should be disclosed in accordance with IFRS 9)
-
The Group recognized rental income of NT$21,777 and NT$19,224 based on operating lease contracts in 2024 and 2023, 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:
| 2024 2025 Real estate investment January 1, 2024 Cost Accumulated depreciation 2024 January 1 Depreciation December 31 December 31, 2024 Cost Accumulated depreciation |
December 31, 2024 December 31, 2023 $ - $ 16,674 18,261 - $ 18,261 $ 16,674 Buildings and structures $ 192,176 ( 21,676) $ 170,500 $ 170,500 ( 3,391) $ 167,109 $ 192,176 ( 25,067) $ 167,109 |
December 31, 2023 $ 16,674 - |
|---|---|---|
$ |
||
$ |
||
(X) Real estate investment
~43~
| 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 |
|---|---|
- Rental income and direct operating expenses of investment real estate:
| Rental income from investment property Direct operating expenses incurred by investment property that generates rental income for the period |
2024 $ 21,777 $ 3,391 |
2023 $ 19,224 |
|---|---|---|
$ 3,436 |
- The fair value of the investment property held by the Group as of December 31, 2024 and 2023 were NT$271,457 and NT$253,942, 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, 2024 3.36%~5.65% $ 17,955 45~50 |
December 31, 2023 3.75%~5.56% $ 17,587 45~50 |
|---|---|---|
-
No capitalization of interest for investment property in 2024 and 2023.
-
As of December 31, 2024 and 2023, the investment properties had been used as collaterals. Please refer to Note 8.
~44~
(XI) Intangible assets
| January 1 Cost Accumulated amortization and impairments January 1 Add - Cost Disposals - Cost Disposal - Accumulated depreciation Amortization expense Impairment loss December 31 December 31 Cost Accumulated amortization and impairments |
2024 Trademark and concession $ 280,614 ( 79,082) $ 201,532 $ 201,532 4,900 ( 8,926) 8,926 ( 26,609) - $ 179,823 $ 276,588 ( 96,765) $ 179,823 |
Computer software $ 139,950 ( 84,083) $ 55,867 $ 55,867 4,354 ( 17,484) 17,484 ( 28,582) - $ 31,639 $ 126,820 ( 95,181) $ 31,639 |
Patents $ 149,599 ( 4,222) $ 145,377 $ 145,377 30,099 - - ( 21,505) - $ 153,971 $ 179,698 ( 25,727) $ 153,971 |
$ | Others 33,333 - 33,333 33,333 - - - 12,222) - 21,111 33,333 12,222) 21,111 |
Goodwill $ 295,626 - $ 295,626 $ 295,626 - - - - ( 27,390) $ 268,236 $ 295,626 ( 27,390) $ 268,236 |
Total $ 899,122 ( 167,387) $ 731,735 $ 731,735 39,353 ( 26,410) 26,410 ( 88,918) ( 27,390) $ 654,780 $ 912,065 ( 257,285) $ 654,780 |
|---|---|---|---|---|---|---|---|
$ |
$ | ||||||
$ ( ( |
$ ( |
||||||
| $ | $ | ||||||
$ ( |
$ ( |
||||||
$ |
$ |
~45~
| 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 $ 272,017 ( 47,408) $ 224,609 $ 224,609 - - - 5,387 ( 28,464) $ 201,532 $ 280,614 ( 79,082) $ 201,532 |
Computer software $ 114,747 ( 64,846) $ 49,901 $ 49,901 - 36,321 - ( 6,830) ( 23,525) $ 55,867 $ 139,950 ( 84,083) $ 55,867 |
$ ( | Patents 9,592 7,696) 1,896 |
Others $ - - |
Goodwill $ 220,774 - |
Total $ 617,130 ( 119,950) $ 497,180 $ 497,180 251,619 36,975 ( 1,544) - ( 52,495) $ 731,735 $ 899,122 ( 167,387) $ 731,735 |
|---|---|---|---|---|---|---|---|
$ |
$ |
$- |
$ 220,774 $ 220,774 74,852 - - - - |
||||
$ ( ( |
$ ( ( |
1,896 143,434 654 1,544) 1,443 506) 145,377 149,599 4,222) 145,377 |
$ - 33,333 - - - - |
||||
$ |
$ |
$ 33,333 $ 33,333 - |
$ 295,626 $ 295,626 - |
||||
$ ( |
$ ( |
||||||
$ |
$ |
$ 33,333 | $ 295,626 |
-
Due to business mergers, as detailed in Note 6 (32), the Group’s goodwill increased by NT$0 and NT$74,852, respectively, for 2024 and 2023.
-
Goodwill allocated to the cash-generating unit of the Group identified by the operating department:
| December 31, 2024 Photomask and semiconductor segment $ 224,988 |
Medical segment $ 43,248 |
December 31, 2023 Photomask and semiconductor |
Medical segment $ 43,248 |
|---|---|---|---|
| segment $ 252,378 |
- For the impairment of intangible assets, please refer to Note 6 (12).
~46~
(XII) Impairment of non-financial assets
- The details of the impairment loss of goodwill recognized by the Group in 2024 and 2023 by department are disclosed as follows:
Recognized in profit or loss
| Photomask and semiconductor segment |
2024 $ 27,390 |
2023 $- |
|---|---|---|
- As business conditions were not as good as expected, and the recoverable amount was estimated to be less than the book value, an impairment loss of NT$27,390 was recognized in 2024.
The recoverable amount of the Group is assessed based on the value in use. The value in use is calculated based on the pre-tax cash flow forecast of the financial budget approved by the management. The main assumptions used to calculate the value in use are as follows:
-
(1) Revenue growth rate: Reference to market-related information and estimated based on the planned operating sales plan.
-
(2) Margin rate: Reference to historical values and estimated based on the planned operating sales plan.
-
(3) Discount rate: The pre-tax ratio and reflects the specific risks of the relevant operating segments.
(XIII) Other Non-Current Assets
| Prepayments for equipment Refundable Deposit Others Total |
December 31, 2024 $ 427,812 76,558 2,091 $ 506,461 |
December 31, 2023 $ 422,444 90,526 1,669 $ 514,639 |
|---|---|---|
(XIV) Short Term Loans
| Type of borrowings December 31, 2024 Bank borrowings Credit loan $ 2,365,712 Secured borrowings 3,723,674 Other borrowings (Related Parties) Credit loan 110,969 $ 6,200,355 |
Range of interest rate 1.88%~4.09% 0.5%~3.61% 2.7% |
Collateral None Certificates of deposit, reserve accounts (Note), stocks of listed and OTC companies and treasury stock None |
|---|---|---|
~47~
| Type of borrowings Bank borrowings Credit loan Secured borrowings Other borrowings Credit loan |
December 31, 2023 $ 1,657,862 3,741,508 30,000 $ 5,429,370 |
Range of interest rate 0.88%~4.01% 1.20%~4.71% 2.70% |
Collateral None Certificates of deposit, reserve accounts (Note), stocks of listed and OTC companies and treasury stock None |
|---|---|---|---|
The interest expenses recognized in profit and loss in 2024 and 2023 were NT$140,465 and NT$126,371, respectively.
Note: The responsible person of the subsidiary is the joint guarantor. (XV) Other Payables
| Payable on machinery and equipment Remunerations payable to employees and directors Payroll and bonus payable Machine maintenance payable Others |
December 31, 2024 $ 649,734 168 156,053 55,693 375,181 $ 1,236,829 |
December 31, 2023 $ 498,861 94,305 153,545 44,906 413,536 $ 1,205,153 |
|---|---|---|
(XVI) Corporate bonds payable
| December 31, 2024 Corporate bonds payable $ 4,300,000 Less: Amount of exercised conversion options ( 325,200) Less: Discount on corporate bonds payable ( 32,828) 3,941,972 Less: Corporate bonds with the put option exercised ( 33,400) Less: Corporate bonds redeemed early ( 299,416) $ 3,609,156 |
December 31, 2023 $ 3,800,000 ( 324,400) ( 51,000) 3,424,600 - - $ 3,424,600 |
|---|---|
~48~
-
The terms of issuance for the Group's 3rd domestic unsecured convertible bonds are as follows:
-
(1) The Group has been approved by the competent authority to raise and issue NT$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.
-
(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.
-
(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, 2024, the conversion price was NT$80.4 per share.
-
(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.
-
(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 day prior to the expiration of the issuance period.
-
(6) As of December 31, 2024, a total amount of NT$325,200 had been converted into 3,742 thousand shares of common stock.
-
(7) As of December 31, 2024, 334 convertible bonds were repurchased at the price of NT$10,000; the repurchase amount was NT$33,400.
-
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 NT$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
~49~
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 NT$300,000, and B is issued with an amount of NT$200,000, totaling NT$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 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 NT$200,000, and B is issued with an amount of NT$300,000, totaling NT$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.
-
(5) Upon the resolution of the Group's board of directors on May 27, 2024, the Chairman was authorized to repurchase all the second series domestic secured convertible corporate bonds B issued by the Company in 2022 from the securities dealer's office for cancellation and delisting. As the early repurchase was near the expiration of principal repayment of NT$300,000 on June 24, the delisting from Taipei Exchange was determined to be done on June 25, 2024.
-
Third 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 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
~50~
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.
-
Fifth series domestic secured convertible corporate bonds
In order to raise the Group's working capital, the board of directors resolved to approve on August 1, 2024 the issue of the fifth 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 August 1, 2024 to expiration on August 1, 2029.
-
(3) Coupon rate and method of repayment of principal and interest: The coupon rate is a fixed interest rate of 2.2% 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.
(XVII) Long-term Loans
| Type of borrowings Long-term bank borrowings Credit loan |
Borrowing period and payment | Range of interest rate Collateral 2.22%~ 3.95% None |
December 31, 2024 $ 23,696 |
|---|---|---|---|
method From May 23, 2024 to August 28, 2029, to be repaid in installments and installments over the agreed period |
~51~
| Type of | Borrowing period and payment | Range of |
Collateral | December 31, | December 31, |
|---|---|---|---|---|---|
| borrowings | method | interest rate | 2024 | ||
| Credit loan | From January 24, 2022 to | 3.13% | None (Note) | 4,335 | |
| January 24, 2027, to be repaid | |||||
| in installments and installments | |||||
| over the agreed period | |||||
| Secured | From January 28, 2022 to | 2.68% | Houses and | 750,000 | |
| borrowings | January 27, 2027, to be repaid | buildings, | |||
| in installments and installments | machinery | ||||
| over the agreed period | equipment | ||||
| and | |||||
| investment | |||||
| property | |||||
| Secured | From December 27, 2022 to | 2.30%~ | Houses and | 1,365,789 | |
| borrowings | August 23, 2029, to be repaid | 2.58% | buildings and | ||
| in installments and installments | investment | ||||
| over the agreed period | property | ||||
| Secured | From July 26, 2023 to July 26, | 2.45%~ | Plant and land | 183,964 | |
| borrowings | 2038, to be repaid in | 3.23% | |||
| installments and installments | |||||
| over the agreed period | |||||
| Secured | From October 29, 2021 to May | 2.33%~ |
Machinery | 974,629 | |
| borrowings | 20, 2029, to be repaid in | 4.47% | and | ||
| installments and installments | equipment | ||||
| over the agreed period | |||||
| Other long-term | |||||
| borrowings | |||||
| Credit loan | From June 9, 2023 to August 2, | 4.19%~ |
None | 129,052 | |
| 2026, to be repaid in | 7.80% | ||||
| installments and installments | |||||
| over the agreed period | |||||
| Secured | From July 29, 2021 to March | 2.26%~ | Machinery | 876,754 | |
| borrowings | 28, 2029, to be repaid in | 8.20% | and | ||
| installments and installments | equipment | ||||
| over the agreed period | |||||
| Secured | From June 28, 2023 to June 28, | 4.06% |
Machine and | 6,868 | |
| borrowings | 2025, to be repaid in | equipment, | |||
| installments and installments | land, | ||||
| over the agreed period | buildings and | ||||
| structures | |||||
| - | |||||
| 4,315,087 | |||||
| Less: Current portion of long-term borrowings | ( | 1,242,279) | |||
| $ | 3,072,808 | ||||
| Note: The responsible person of the subsidiary is | the joint guarantor. |
~52~
| Type of borrowings Borrowing period and payment method Range of interest rate Collateral Long-term bank borrowings Secured borrowings From December 27, 2021 to December 27, 2032, to be repaid in installments and installments over the agreed period 2.20%~ 2.55% Houses and buildings and investment property Secured borrowings From January 28, 2022 to January 28, 2027, to be repaid in installments and installments over the agreed period 2.55% Houses and buildings, machinery equipment and investment property Secured borrowings From July 26, 2023 to July 25, 2038, with interest paid monthly 2.45%~ 2.55% Plant and land Secured borrowings From June 12, 2018 to July 5, 2028, to be repaid in installments and installments over the agreed period 2.25%~ 4.33% Machinery and equipment Credit loan From January 24, 2022 to January 24, 2027, monthly interest payments with principle and interest 1.50%~ 3.00% None (Note) Other long-term borrowings Secured 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 Secured borrowings From June 10, 2022 to June 28, 2028, with interest paid monthly 3.53%~ 6.48% Houses, buildings, machinery and equipment, and land Credit loan From December 30, 2021 to June 30, 2025, to be repaid in installments and installments over the agreed period 4.19%~ 7.80% None Less: Current portion of long-term borrowings |
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 |
|---|---|
Note: The responsible person of the subsidiary is the joint guarantor.
~53~
(XVIII) Pensions
-
(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.
-
(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, 2024 ($ 22,527) 15,575 ($ 6,952) |
December 31, 2023 ($ 22,650) 12,417 |
|---|---|---|
($ 10,233) |
- (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 NT$326.
~54~
(4) Changes in net defined benefit liabilities are as follows:
| 2024 Balance on January 1 ($ 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 ($ 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 ($ |
2024 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 ($ 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 22,650) 139) 294) 23,083) - 718 1,326) 608) - |
Present value of defined benefit obligations 22,650) 139) 294) 23,083) - 718 1,326) 608) - |
$ |
Fair value of plan assets 12,417 - 174 12,591 845 - - 845 3,303 1,164) 15,575 Fair value of plan assets 4,947 84 5,031 56 - - 56 7,330 12,417 |
Defined Benefit Liabilities ($ 10,233) ( 139) ( 120) ( 10,492) 845 718 ( 1,326) 237 |
Defined Benefit Liabilities ($ 10,233) ( 139) ( 120) ( 10,492) 845 718 ( 1,326) 237 |
|---|---|---|---|---|---|---|---|
( |
( |
||||||
( |
|||||||
( |
|||||||
| 3,303 - |
|||||||
( |
|||||||
($ |
$ |
($ | |||||
$ |
|||||||
( |
( |
||||||
( ( |
|||||||
( |
( |
||||||
| ($ | 22,650) | $ |
|||||
($ |
|||||||
Note: The subsidiary, Miracle Technology Co., Ltd., settled the labor pension reserve
~55~
funds in August 2023, so only the changes in the Company's net defined benefit liabilities were disclosed in 2023.
-
(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, 2024 and 2023 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.
-
(6) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
2024 1.06% 2.125% |
2023 1.3% 2.125% |
|---|---|---|
The assumptions for future mortality rates for the years 2024 and 2023 are estimated based on the Sixth Taiwan Life Insurance Experience Mortality Table
Because the main actuarial assumption changes, the present value of defined benefit obligation is affected. The analysis is as follows:
| Discount rate 0.25% increase December 31, 2024 Effect on present value of defined benefit obligation ($ 608) December 31, 2023 Effect on present value of defined benefit obligation ($ 637) |
0.25% decrease | Future salary increases 0.25% increase 0.25% decrease $ 611 ($ 593) $ 640 ($ 620) |
|---|---|---|
0.25% increase |
||
| $ 629 $ 661 |
$ 611 | |
| $ 640 |
~56~
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, 2025 are NT$2,133.
-
(8) As of December 31, 2024, 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 2024 and 2023, the pension costs recognized by the Corporate Group in accordance with the abovementioned pension measures were NT$56,743 and NT$41,918, respectively.
(XIX) Capital
- As of December 31, 2024, 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$2,564,562 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
| 2024 January 1 213,153 Subsidiaries donated treasury stock 500 Treasury stocks transfer to employees - Conversion of corporate bonds 10 December 31 213,663 |
2023 205,230 900 7,023 - 213,153 |
|---|---|
~57~
2. Treasury stock
- (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, 2024 Number of shares (thousand) 35,331 7,462 42,793 December 31, 2023 Number of shares (thousand) 35,831 7,462 43,293 |
Book value $ 502,776 664,593 $ 1,167,369 Book value $ 509,891 664,593 $ 1,174,484 |
|---|---|---|---|
- (2) For 2024 and 2023, the Group’s share-based payment arrangements were as follows:
| Type of arrangement Transfer of treasury shares to employees |
Grant date 2023.04.19 |
Quantity granted 10,000 |
Contract Period Immediate vesting |
Vesting conditions Note |
|---|---|---|---|---|
Note: The Company grants treasury stocks to employees of the Company and its subsidiaries.
-
(3) 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.
-
(4) 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.
-
(5) 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 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.
-
(6) The Company's stock held by the subsidiary Youe Chung Capital is treated as treasury stock. As of December 31, 2024 and 2023, Youe Chung Capital held 35,331 thousand
~58~
shares and 35,831 thousand shares, respectively, of the Company. The average book value per share was NT$14.23, and the fair value per share was NT$49.25 and NT$71.1, respectively. The cost of transferring treasury stocks is calculated based on the book amount of the Company’s stock held by Youe Chung Capital and the Company's indirect shareholding during each period.
-
(7) 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.
-
(8) 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 thousand shares were transferred to employees in June 2023.
(XX) 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:
| Issue premiums January 1, 2024 $ 44,148 Conversion of convertible bonds 849 Redemption 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 recognized under the equity method - December 31, 2024 $ 44,997 |
Issue premiums | Trading of treasury stock $ 859,338 - - - 52,997 - - $ 912,335 |
Changes in ownership interests in subsidiaries recognized $ 154,097 - - - - 1,196 - $ 155,293 |
stock option $ 295,848 ( 163) ( 6,790) - - - - $ 288,895 |
Equity changes in affiliates $ 82,220 - - - - - 37,165 $ 119,385 |
Others $ 4,308 - 6,790 - - - 38 $ 11,136 |
Total $ 1,439,959 686 - - 52,997 1,196 37,203 $ 1,532,041 |
|---|---|---|---|---|---|---|---|
~59~
| Issue premiums January 1, 2023 $ 96,650 Distribution of cash from capital surplus ( 49,797) Adjustment of capital reserve by dividends paid to subsidiaries - Changes in ownership interests in subsidiaries recognized ( 2,705) Changes in shares of affiliates recognized under the equity method - Payment of overdue unclaimed dividends to shareholders - December 31, 2023$ 44,148 |
Trading of treasury stock $ 768,509 - 90,829 - - - $ 859,338 |
Changes in ownership interests in subsidiaries recognized $ 17,788 - - 136,309 - - $ 154,097 |
stock option | 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 |
|---|---|---|---|---|---|---|
$ 295,848 - - - - - |
||||||
| $ 295,848 |
(XXI) Retained earnings
-
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.
-
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:
-
(1) Decide on the best capital budgeting.
-
(2) Decide on the financing required for one of the capital budgeting items.
-
(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).
-
(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 distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.
-
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
~60~
reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
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.
-
The Company’s Board of Directors approved the proposal for covering the losses in 2024 on March 12, 2025.
-
The Company's shareholders’ meeting resolved on May 27, 2024 to distribute a cash dividend of NT$1.50 per common share from the 2023 earnings, with a total dividend of NT$373,477. In addition, due to the conversion of convertible bonds, the number of the Company’s outstanding shares changed to 248,994 thousand shares (excluding the treasury stock of 7,462 thousand shares). With the cash dividends remained at NT$1.5 per share, the total amount of cash dividends distributed from earnings in 2023 was adjusted to NT$373,491.
(XXII) Other equity interests
| January 1 Difference in foreign currency translation: - Group December 31 January 1 Difference in foreign currency translation: - Group December 31 |
2024 Unrealized gains and |
Foreign currency translation $ 4,307 18,507 $ 22,814 Foreign currency translation $ 13,174 ( 8,867) $ 4,307 |
Foreign currency translation $ 4,307 18,507 |
Total $ 1,641 18,507 $ 20,148 Total $ 10,508 ( 8,867) $ 1,641 |
Total $ 1,641 18,507 |
|---|---|---|---|---|---|
losses ($ 2,666) - ($ 2,666) 2023 Unrealized gains and |
|||||
$ 22,814 |
$ 20,148 |
||||
losses ($ 2,666) - ($ 2,666) |
(XXIII) Operating income
| Revenue from contracts with customers |
2024 $ 7,561,749 |
2023 $ 7,199,935 |
|---|---|---|
- Segmentation of revenue from contracts with customers
~61~
The Corporate Group 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:
| 2024 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 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 |
Photomask and semiconductor segment $ 7,263,675 $ 2,658,375 4,605,300 $ 7,263,675 Photomask and semiconductor segment $ 7,079,202 $ 2,664,084 4,415,118 $ 7,079,202 |
Medical segment $ 298,074 $ 298,074 - $ 298,074 Medical segment $ 120,733 $ 120,733 - $ 120,733 |
Total $ 7,561,749 $ 2,956,449 4,605,300 $ 7,561,749 Total $ 7,199,935 $ 2,784,817 4,415,118 $ 7,199,935 |
|---|---|---|---|
-
Contract Asset and Contract Liability
-
(1) The Group has recognized the following revenue-related contract assets and contract liabilities:
| December 31, 2024 Contract Assets$ 90,967 Contract Liabilities $ 64,453 |
December 31, 2023 $ 105,263 $ 174,538 |
January 1, 2023 $ 140,231 |
|---|---|---|
$ 232,778 |
- (2) Contract liabilities at the beginning of the period recognized as revenue of the period:
| Opening balance of contract liabilities recognized in the current period |
2024 $ 145,132 |
2023 $ 228,725 |
|---|---|---|
~62~
(XXIV) Interest income
| (XXV) (XXVI) |
2024 Interest from bank deposits $ 17,840 Interest income from financial assets measured at amortized cost 9,651 Other interest incomes 246 $ 27,737 Other Incomes 2024 Rental income $ 21,777 Dividend income 115,036 Subsidy income - Other income - Others 14,959 $ 151,772 Other Gains and Losses 2024 Disposal of interests in property, plant and equipment $ 24,518 Gains on disposal of intangible assets - Gain (loss) on disposal of investments 10,037 Gain on lease modifications 3,005 Foreign currency exchange gain (loss) 47,259 Loss on financial assets and liabilities measured at fair value through profit or loss ( 714,004) Goodwill impairment loss ( 27,390) Impairment loss of prepayments for equipment ( 5,310) Other losses -- Depreciation of investment properties ( 3,391) Other Gains and Losses ( 2,102) ($ 667,378) |
2024 Interest from bank deposits $ 17,840 Interest income from financial assets measured at amortized cost 9,651 Other interest incomes 246 $ 27,737 Other Incomes 2024 Rental income $ 21,777 Dividend income 115,036 Subsidy income - Other income - Others 14,959 $ 151,772 Other Gains and Losses 2024 Disposal of interests in property, plant and equipment $ 24,518 Gains on disposal of intangible assets - Gain (loss) on disposal of investments 10,037 Gain on lease modifications 3,005 Foreign currency exchange gain (loss) 47,259 Loss on financial assets and liabilities measured at fair value through profit or loss ( 714,004) Goodwill impairment loss ( 27,390) Impairment loss of prepayments for equipment ( 5,310) Other losses -- Depreciation of investment properties ( 3,391) Other Gains and Losses ( 2,102) ($ 667,378) |
2023 $ 32,031 8,570 141 $ 40,742 2023 $ 20,580 94,064 5,335 13,864 $ 133,843 2023 $ 688 25,499 - - ( 1,281) ( 120,408) - - ( 3,360) 473 ($ 98,389) |
|---|---|---|---|
| $ |
|||
$ |
|||
($ 667,378) |
~63~
(XXVII) Financial Costs
| Interest expenses: Bank and other borrowings Corporate bonds Lease liabilities Others (XXVIII) Expenses by nature Employee benefits expenditure Depreciation Amortization |
2024 $ 271,911 64,715 7,157 1,807 $ 345,590 2024 $ 1,251,100 1,286,665 88,918 $ 2,626,683 |
2023 $ 242,466 43,376 7,345 51 $ 293,238 2023 $ 1,269,619 933,404 52,495 $ 2,255,518 |
2023 $ 242,466 43,376 7,345 51 |
|---|---|---|---|
(XXIX) Employee benefits expenditure
| Payroll expenses Labor and health insurance fees Pension expense Other personnel expenses |
2024 $ 1,019,543 102,092 57,002 72,463 $ 1,251,100 |
2023 $ 1,067,910 95,506 42,130 64,073 $ 1,269,619 |
|---|---|---|
-
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.
-
For 2024 and 2023, employee remuneration was accrued at NT$0 and NT$80,000; respectively, and director remunerations was accrued at NT$0 and NT$12,000, respectively. The amounts were listed as payroll expenses.
-
The remuneration of employees and directors for 2024 and 2023 were estimated in accordance with the Articles of Incorporation taking the annual profit into account.
The 2024 and 2023 remuneration for employees, directors and supervisors as resolved by the Board of Directors was consistent with the amounts recognized in the 2024 and 2023 financial statements.
Information about employees remuneration and director remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System”.
~64~
(XXX) Income tax
- Income tax expense
Components of income tax expense:
| Current tax: Current tax on profits for the year Additional surtax on undistributed earnings Underestimation (overestimation) of income tax in previous years Total current tax Deferred income tax: Origination and reversal of temporary differences Total Deferred Income Tax Income Tax Expense |
2024 $ 124,365 772 ( 781) 124,356 ( 4,394) ( 4,394) $ 119,962 |
2023 $ 217,647 1,924 68,826 288,397 ( 6,881) ( 6,881) $ 281,516 |
|---|---|---|
2. Reconciliation between income tax expense and accounting profit
| Tax calculated based on profit before tax and statutory tax rate Fees excluded according to the tax law Temporary difference of unrecognized deferred income tax assets Tax loss of unrecognized deferred income tax assets Income tax effects of the alternative minimum tax system Changes in assessment of realizability of deferred income tax assets Impact tax deductibles of investment Additional surtax on undistributed earnings Underestimation (overestimation) of income tax in previous years Income Tax Expense |
2024 ($ 475,038) ( 1,654) 332,324 99,596 888 213,855 ( 50,000) 772 ( 781) $ 119,962 |
2023 ($ 109,133) 58,890 188,829 103,993 10,447 7,740 ( 50,000) 1,924 68,826 $ 281,516 |
|---|---|---|
~65~
- Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
| 2024 January 1 Deferred income tax assets: - Temporary differences: Loss on inventory $ 8,573 Unrealized exchange loss 3,658 Others 4,524 Tax loss 5,582 Subtotal $ 22,337 Deferred income tax liabilities: - Temporary differences: Unrealized gain on exchange ( 568) Long-term investments ( 136,232) Others ( 26,736) Subtotal ( 163,536) Total ($ 141,199) 2023 January 1 Deferred income tax assets: - Temporary differences: Loss on inventory $ 5,287 Unrealized exchange loss 844 Others 3,234 Tax loss - Subtotal $ 9,365 Deferred income tax liabilities: - Temporary differences: Unrealized gain on exchange ( 4,200) Long-term investments ( 86,801) Others ( 66,444) Subtotal ( 157,445) Total ($ 148,080) |
Recognized in profit or loss | Recognized in profit or loss |
|---|---|---|
$ 3,286 2,814 1,290 5,582 $ 12,972 3,632 ( 49,431) 39,708 ( 6,091) $ 6,881 |
~66~
- The effective period of the unused tax losses and unrecognized deferred income tax assets of the Group are as follows:
December 31, 2024
| Year of occurrence 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 $ |
Year of occurrence 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 $ |
Reported amount/Assessed amount 672,536 375,964 621,244 582,548 372,163 379,642 813,208 755,605 566,642 223,232 5,362,784 |
Amount not yet deducted 669,304 371,098 618,216 581,625 372,163 364,284 813,208 755,605 566,642 223,232 5,335,377 |
Amount of unrecognized deferred income tax assets Last year to be deducted 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 223,232 2034 $ 5,335,377 |
Last year to be | |
|---|---|---|---|---|---|---|
| 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 |
||||||
$ |
$ |
| December 31, 2023 | December 31, 2023 | |||
|---|---|---|---|---|
| Reported | Amount of | |||
| Year of | amount/Assessed | Amount not yet | unrecognized deferred | Last year to be |
| occurrence | amount |
deducted | income tax assets | deducted |
| 2014 | 358,406 | 358,406 | 358,406 | 2024 |
| 2015 | 672,536 | 669,304 | 669,304 | 2025 |
| 2016 | 375,964 | 371,098 | 371,098 | 2026 |
| 2017 | 621,244 | 618,216 | 618,216 | 2027 |
| 2018 | 582,548 | 581,625 | 581,625 | 2028 |
| 2019 | 372,163 | 372,163 | 372,163 | 2029 |
| 2020 | 379,642 | 364,284 | 364,284 | 2030 |
| 2021 | 813,208 | 813,208 | 813,208 | 2031 |
| 2022 | 755,605 | 755,605 | 755,605 | 2032 |
| 2023 | 566,642 | 566,642 | 566,642 | 2033 |
| $ 5,497,958 | $ 5,470,551 | $ 5,470,551 |
5. Deductible temporary difference not recognized as deferred income tax assets
| Deductible temporary difference |
December 31, 2024 $ 211,761 |
December 31, 2023 $ 372,449 |
|---|---|---|
~67~
- The Company’s income tax returns through 2022 have been assessed and approved by the tax authority.
(XXXI) Earnings (loss) per share
| 2024 Amount after tax Basic and diluted loss per share Net loss attributable to ordinary shareholders of the parent ($ 472,521) 2023 Amount after tax Earnings per share Profit attributable to ordinary shareholders of the parent $ 366,126 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $ 366,126 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 14,029 Employee remuneration - Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $ 380,155 |
2024 Amount after tax Basic and diluted loss per share Net loss attributable to ordinary shareholders of the parent ($ 472,521) 2023 Amount after tax Earnings per share Profit attributable to ordinary shareholders of the parent $ 366,126 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $ 366,126 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 14,029 Employee remuneration - Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $ 380,155 |
2024 Amount after tax Basic and diluted loss per share Net loss attributable to ordinary shareholders of the parent ($ 472,521) 2023 Amount after tax Earnings per share Profit attributable to ordinary shareholders of the parent $ 366,126 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $ 366,126 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 14,029 Employee remuneration - Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $ 380,155 |
||||
|---|---|---|---|---|---|---|
outstanding (thousand |
||||||
| tax $ 366,126 $ 366,126 14,029 - $ 380,155 |
shares) 209,180 209,180 20,335 1,331 230,846 |
|||||
| $ | ||||||
The weighted-average number of shares outstanding for 2024, and 2023 was net of the number of Company’s shares held by the Company and its subsidiary, Youe Chung Capital Corporation as treasury stock (the number of shares was calculated based on the Company’s ownership ratio). The diluted loss per share was equal to basic loss per share because there was no dilutive effect on potential common stock for 2024 because of the loss.
(XXXII) Business combination
-
The Group acquired 58.33% of shares of Pilot Energy Co., Ltd. on March 1, 2023 for NT$178,500 through a cash capital increase and gained control over Pilot Energy Co., Ltd.
-
(1) The fair value of the assets acquired and liabilities assumed from Pilot Energy Co.,
~68~
Ltd. 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:
| March 1, 2023 | ||
|---|---|---|
| Acquisition consideration | ||
| Cash | $ | 178,500 |
| Share of non-controlling interests in the identifiable net | ||
| assets of the acquiree | 114,059 | |
| 292,559 | ||
| Fair value of acquired identifiable assets and assumed | ||
| liabilities | ||
| Cash | 189,429 | |
| Notes Receivables | 84 | |
| Accounts Receivables | 2,297 | |
| Inventories | 35,488 | |
| Prepayments | 2,543 | |
| Other Current Assets | 1,951 | |
| Property, plant and equipment | 129,538 | |
| Intangible assets | 58,804 | |
| Deferred Income Tax Assets | 5,678 | |
| Right-of-use Asset | 3,148 | |
| Other Non-Current Assets | 29,081 | |
| Short Term Loans | ( | 99,154) |
| Contract Liabilities | ( | 8,649) |
| Notes Payable | ( | 3,869) |
| Accounts Payable | ( | 17,157) |
| Lease liabilities | ( | 3,148) |
| Other Payables | ( | 7,496) |
| Other Current Liabilities | ( | 568) |
| Long-term Loans | ( | 31,140) |
| Deferred Income Tax. | ( | 13,140) |
| Total identifiable net assets | 273,720 | |
| Goodwill | $ | 18,839 |
-
(2) Non-controlling interest is measured by the proportion of the acquiree's net identifiable assets to the non-controlling interest.
-
(3) The fair value of the identifiable net assets acquired as of March 1, 2023 was originally assessed at a provisional amount and the fair value of these net assets was determined after the end of the measurement period as described above. Among them, the initial valuations of PP&P and intangible assets were NT$42,954 and NT$0, respectively, which were different from the fair values of NT$129,538 and NT$58,804, respectively, identified in the purchase price apportionment report. The consolidated balance sheets as of December 31, 2023 were adjusted
~69~
accordingly.
-
(4) Since the acquisition of Pilot Energy Co., Ltd. on March 1, 2023, the contribution of Pilot Energy Co., Ltd. to operating income and net loss before tax has been 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 NT$40,000 through a cash capital increase and gained control over Moment 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:
| March 17, 2023 | ||
|---|---|---|
| Acquisition consideration | ||
| Cash | $ | 40,000 |
| Share of non-controlling interests in the identifiable net | ||
| assets of the acquiree | 14,256 | |
| 54,256 | ||
| Fair value of acquired identifiable assets and assumed | ||
| liabilities | ||
| Cash | 63,085 | |
| Accounts Receivables | 13,911 | |
| Inventories | 33,038 | |
| Prepayments | 3,098 | |
| Property, plant and equipment | 447 | |
| Other Non-Current Assets | 216 | |
| Contract Liabilities | ( | 837) |
| Notes Payable | ( 75,851) | |
| Accounts Payable | ( | 1,734) |
| Other Payables | ( | 24) |
| Other Non-Current Liabilities | ( | 4,800) |
| Total identifiable net assets | 30,549 | |
| Goodwill | $ | 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 fair value of the identifiable net assets acquired as of March 17, 2023 was originally assessed at a provisional amount and the fair value of these net assets was determined after the end of the measurement period as described above. Among them, the initial valuations of PP&P and intangible assets were NT$447 and NT$0, respectively, which were the same as the fair values identified in the
~70~
purchase price apportionment report.
-
(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 NT$121,372 on May 1, 2023 to acquire 100% equity of One Test Systems and obtain control over One Test Systems.
-
(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 Intangible assets Other Payables Deferred Income Tax. Total identifiable net assets Goodwill |
May 1, 2023 $ 121,372 - |
|---|---|
| 121,372 9,331 117,963 ( 9,331) ( 23,593) 94,370 $ 27,002 |
-
(2) Non-controlling interest is measured by the proportion of the acquiree's net identifiable assets to the non-controlling interest.
-
(3) The fair value of the identifiable net assets acquired as of May 1, 2023 was originally assessed at a provisional amount and the fair value of these net assets was determined after the end of the measurement period as described above. Among them, the initial valuation of intangible assets was NT$0, which was different from the fair value of NT$117,963 identified in the purchase price apportionment report. The consolidated balance sheets as of December 31, 2023 were adjusted accordingly.
-
(4) Since the acquisition of One Test Systems on May 1, 2023, the contribution of One Test Systems to operating revenue and net loss before tax has been 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.
~71~
(XXXIII) Supplemental cash flow information
Investing activities with partial cash payments:
| 2024 Purchase of property, plant and equipment $ 2,150,743 Add: Prepayments for equipment at the end of the period 427,812 Beginning balance of payable on equipment 498,861 Less: Prepayments for equipment at the beginning of the period ( 422,444) Ending balance of payable on equipment ( 649,734) Cash paid during the year $ 2,005,238 (XXXIV) Changes in liabilities arising from financing activities |
2023 $ 4,437,080 422,444 111,919 ( 1,293,001) ( 498,861) $ 3,179,581 |
|---|---|
| Short Term Loans January 1, 2024 $ 5,429,370 Change in cash flow from financing activities 770,985 Interest Expenses - Interest Paid - Other Non-Cash Transactions - December 31, 2024 $ 6,200,355 |
Corporate bonds payable $ 3,424,600 165,914 64,715 ( 45,975) ( 98) $ 3,609,156 |
Long-term borrowings (including current portion) Lease liabilities $ 4,342,556 $ 567,193 ( 61,603) ( 46,498) - 7,157 - ( 7,157) 34,134 ( 83,297) $ 4,315,087 $ 437,398 |
Guarantee Deposits Received Total liabilities arising from financing activities $ 42,282 $ 13,806,001 ( 7,588) 821,210 - 71,872 - ( 53,132) 118 ( 49,143) $ 34,812 $ 14,596,808 |
|---|---|---|---|
(including current portion) $ 4,342,556 ( 61,603) - - 34,134 $ 4,315,087 |
|||
$ 42,282 ( 7,588) - - 118 $ 34,812 |
| January 1, 2023 Change in cash flow from financing activities Interest Expenses Interest Paid Other Non-Cash Transactions December 31, 2023 |
Short Term Loans $ 4,624,525 705,691 - - 99,154 $ 5,429,370 |
Corporate bonds payable $ 2,609,044 797,338 43,376 ( 20,540) ( 4,618) $ 3,424,600 |
Long-term borrowings | Lease liabilities $ 559,669 ( 51,816) 7,345 ( 7,345) 59,340 |
Guarantee Deposits | Total liabilities arising |
|---|---|---|---|---|---|---|
(including current portion) $ 3,779,447 531,969 - - 31,140 $ 4,342,556 |
from financing activities $ 11,607,439 1,990,710 50,721 ( 27,885) 185,016 $ 13,806,001 |
|||||
Received $ 34,754 7,528 - - - $ 42,282 |
||||||
$ 567,193 |
~72~
VII. Related Party Transactions
(I) Related parties' names and relationship
| Name of the related parties | Relationship with the Group |
|---|---|
| Weida Hi-Tech Co., Ltd. | Affiliates |
| TrueLight Corporation | Affiliate (Note 1) |
| BKS Tec Corp. | Affiliate (Note 2) |
| Ontario Capital Co., Ltd. | Other related party |
| Taiwan Mask Charity Foundation | Other related party |
Note 1: The Group acquired the equity of TrueLight Corporation in March 2024, which was recognized in “Investment under Equity Method”. Please refer to Note 6(6) for details.
Note 2: The Group acquired the equity of BKS Tec Corp. in April 2024, which was recognized in “Investment under Equity Method”. Please refer to Note 6(6) for details.
-
(II) Significant transactions with the related parties
-
Operating income
| Product sales: Affiliates Other related party Total |
2024 $ 9,946 - $ 9,946 |
2023 $ 1,336 2,425 $ 3,761 |
|---|---|---|
There are no major abnormalities in the transaction prices and payment terms of the related party compared to that of non-related parties.
- Purchase
| Purchase of merchandise: Other related party |
2024 $- |
2023 $ 74 |
|---|---|---|
- Account receivable from related parties
| Accounts Receivables: Affiliates Other related party Other Receivables: Affiliates/other related party Total |
December 31, 2024 $ 2,383 - 1,306 $ 3,689 |
December 31, 2023 $ - 26 407 $ 433 |
|---|---|---|
~73~
4. Account payble from related parties
| Other payables: Other related party |
December 31, 2024 $- |
December 31, 2023 $ 304 |
|---|---|---|
-
Acquisition of financial assets
-
(1) Pilot Energy Co., Ltd. was other Related Party to the Group. On March 1, 2023, the Group invested NT$178,500 to acquire 7,000 thousand shares of Pilot Energy 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 (32) for details of the business merger transaction.
-
(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.
-
(3) BKS Tec Corp. was other related party to the Group. On April 1, 2024, the Group invested NT$30,000 to acquire 6,000 thousand shares of BKS Tec Corp., a 38.91% shareholding, to have a significant influence on the company. The data was recognized in “Investment under Equity Method”. Please refer to Note 6(6) for details.
6. Others
- (1) Deposits Received:
| Affiliates/other related party (2) Rent income: Affiliates/other related party (3) Other income Other related party |
December 31, 2024 $ 118 2024 $ 1,312 2024 $ 159 |
December 31, 2023 $ 118 2023 $ 1,677 2023 $- |
December 31, 2023 $ 118 2023 $ 1,677 2023 $- |
|---|---|---|---|
2023 $- |
-
(4) In 2024 and 2023, the Company’s subsidiary, You Zhuan Capital Corporation, donated 500,000 and 900,000 shares of the Company’s stock, totaling NT$7,115 and NT$12,807, respectively, to the Taiwan Mask Charitable Foundation.
-
(5) In 2024 and 2023, the Company donated NT$1,728 and NT$2,685, respectively, in cash to the Taiwan Mask Charity Foundation.
~74~
7. Loaning of funds to related parties
Loans from related parties:
- (1) Closing balance (recorded
| as "short-term borrowings")December 31, 2024 Other related party $ 110,969 ) Interest expenses 2024 Other related party $ 1,639 |
December 31, 2023 $ 30,000 2023 $ 304 |
|---|---|
- (2) Interest expenses
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 December 31, 2024.
(III) Compensation of key management personnel
| Salary and short-term employee benefits Post-employment benefits Total |
2024 $ 36,428 15,083 $ 51,511 |
2023 $ 54,045 324 |
|---|---|---|
| $ 54,369 |
~75~
VIII. Pledged assets
Assets pledged by the Corporate 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 Other equipment Intangible assets |
Book value December 31, 2024 $ 532,807 361,778 2,753,540 493,070 1,245,385 3,629,379 167,109 29,864 1,478 $ 9,214,410 |
December 31, 2023 $ 534,179 382,863 3,145,150 491,647 1,181,577 3,433,402 170,500 5,936 - $ 9,345,254 |
Purpose Short-term borrowings, reserve accounts, and corporate bond guarantee Short-term loans and guarantees for goods out of the free zone Short Term Loans Short Term Loans Long-term Loans Long-term Loans Long-term Loans Long-term Loans Long-term Loans |
|---|---|---|---|
Note: The cost of pledged treasury shares was NT$493,070, and fair value as of December 31, 2024 was NT$1,706,512.
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, 2024 $ 55,693 |
December 31, 2023 $ 44,906 |
|---|---|---|
~76~
2. Capital expenditures that have been signed but not yet incurred
| Property, plant and equipment | December 31, 2024 $ 1,175,844 |
December 31, 2023 $ 980,980 |
|---|---|---|
3. Lease agreement
Please see Note 6 (8) and (9)
X. Losses due to major disasters
None.
XI. Major Events after Financial Statement Date
The resolution of the Company’s Board on March 12, 2025 passed the appropriation of earnings. Please refer to Note 6 (21) for details.
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 2024 and 2023 was to take out long-term loans and issue corporate bonds to purchase machinery and equipment and obtain long-term working capital. For the years ended December 31, 2024 and 2023, 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, 2024 $ 14,124,598 ( 1,430,542) 12,694,056 4,071,908 $ 16,765,964 76% |
December 31, 2023 $ 13,196,526 ( 1,364,106) 11,832,420 5,109,904 $ 16,942,324 70.09% |
|---|---|---|
~77~
(II) Financial instruments
1. Types of financial instrument
| December 31, 2024 Financial assets Financial Assets at Fair Value Through Profit or Loss Mandatory financial assets at fair value through profit or loss $ 3,316,316 Financial assets measured at amortized cost cash and cash equivalents $ 1,430,542 Financial assets measured at amortized cost 894,585 Notes Receivables 167 Accounts receivable (Including related parties) 1,369,762 Other account receivable (Including related parties) 41,443 Refundable Deposit 76,558 $ 3,813,057 December 31, 2024 Financial liabilities Financial liabilities at fair value through profit or loss Financial liabilities mandatorily measured at fair value through profit or loss $ 19,204 Financial liabilities at amortized cost Short Term Loans $ 6,200,355 Notes Payable 43,544 Accounts Payable 541,758 Other accounts payable (Including related parties) 1,236,829 Corporate bonds payable 3,609,156 Long-term borrowings (including current portion) 4,315,087 Guarantee Deposits Received 34,812 $ 15,981,541 Lease liabilities $ 437,398 |
December 31, 2023 $ 4,522,714 $ 1,364,106 920,042 6,049 1,478,832 29,410 90,526 $ 3,888,965 December 31, 2023 $ 9,383 $ 5,429,370 66 463,892 1,205,457 3,424,600 4,342,556 42,282 $ 14,908,223 $ 567,193 |
|---|---|
~78~
-
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 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 Euro: NTD |
December 31, 2024 Foreign currency (in thousand) USD 38,770 CNY 46,309 JPY 512,938 USD 19,898 JPY 345,127 EUR 1,787 |
Exchange rate 32.785 4.478 0.2099 32.785 0.2099 34.14 |
Book value (NT$ in thousands) $ 1,270,949 207,372 107,666 652,347 72,442 61,008 |
|---|---|---|---|
~79~
December 31, 2023
| (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 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 |
|---|---|---|---|
-
B. Total exchange gain (loss), including realized and unrealized gains from significant foreign exchange variations on monetary items held by the Group amounted to a gain of NT$47,259 and a gain of (NT$1,281 for the years ended December 31, 2024 and 2023, respectively.
-
C. The analysis of foreign currency risk due to significant exchange rate fluctuation is as follows:
| 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 Euro: NTD |
2024 Sensitivity Analysis Fluctuation Effect on profit or loss 1% $ 12,709 1% 2,074 1% 1,077 1% ( 6,523) 1% ( 724) 1% ( 610) |
Other comprehensive profit and loss affected $ - - - - - - |
Fluctuation 1% 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 |
2023 Sensitivity Analysis Fluctuation Effect on profit or loss Other comprehensive profit and loss affected 1% $ 12,343 $ - 1% 2,839 - 1% 401 - 1% ( 4,782) - 1% ( 1,818) - |
|---|---|
Fluctuation 1% 1% 1% 1% 1% |
|
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 2024 and 2023 is an increase or decrease of NT$26,531 and NT$36,182, respectively; as for the other comprehensive income classified as equity instruments at fair value through other comprehensive income, it is NT$0 for both 2024 and 2023.
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 2024 and 2023, 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 2024 and 2023 is a decrease or increase of NT$21,030 and NT$19,544, respectively, mainly due to the interest expense changes caused by the floating interest rate.
~81~
(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, 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
~82~
of accounts receivables. The provision matrix for the years ended December 31, 2024 and 2023 are shown as follows:
| December 31, 2024 Expected loss rate Total book value Loss allowance December 31, 2023 Expected loss rate Total book value Loss allowance |
Not past due 0.01% $ 1,041,381 - Not past due 0.01% $ 1,226,407 - |
Up to 30 days 2.27~8.26% $ 142,862 - Up to 30 days 0.05~33.11% $ 171,778 - |
31-90 days 9.12~66.68% $ 116,488 ( 8,669) 31-90 days 0.05~66.19% $ 78,432 ( 4,540) |
91-180 days 37.32~100% $ 43,381 ( 7,468) 91-180 days 0.04~98.36% $ 11,385 ( 5,187) |
More than 181 days past due Total 75.03~100% $ 136,412 $ 1,480,524 ( 94,625) ( 110,762) More than 181 days past due Total 50.9~100% $ 20,253 $ 1,508,255 ( 19,696) ( 29,423) |
|---|---|---|---|---|---|
- I. The Group adopts a simplified method in which the loss allowance for the accounts receivable is shown as follows:
| January 1 Recognize impairment loss Others December 31 |
2024 $ 29,423 81,338 1 $ 110,762 |
2023 $ 20,597 9,455 ( 629) $ 29,423 |
|---|---|---|
(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. The Group’s Finance Department monitors the forecasts of the Group’s demand for working capital to ensure that it has sufficient funds to meet operational needs, and maintains sufficient unspent loan commitments at all times so that the Group will not exceed the relevant borrowing limits or violate the terms. These forecasts consider the Group’s debt financing plan, compliance with debt terms, and compliance with the financial ratio objectives of the internal balance sheet.
-
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, 2024 and 2023, the position of money market held by the Corporate Group is at NT$2,325,127 and NT$2,284,148, respectively, and is expected to generate immediate cash flow to manage liquidity risk.
~83~
- 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, 2024 $ 920,414 - - 4,493 $ 924,907 |
December 31, 2023 $ 1,469,512 - 105,000 8,420 $ 1,582,932 |
|---|---|---|
- 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, 2024 Non-derivative financial liabilities: Short Term Loans Notes Payable Accounts Payable Other accounts payable (Including related parties) Lease liabilities Corporate bonds payable Long-term borrowings (including current portion) Guarantee Deposits Received |
Within 1 year $ 6,350,812 43,544 541,758 1,236,829 41,751 38,260 1,339,012 - |
1 to 2 years $ - - - - 34,076 38,260 1,232,450 34,812 |
2 to 5 years $ - - - - 77,196 3,715,520 1,557,319 - |
Over 5 years $ - - - - 337,258 - 437,867 - |
|---|---|---|---|---|
~84~
| December 31, 2023 Non-derivative financial liabilities: Short Term Loans Notes Payable Accounts Payable Other accounts payable (Including related parties) Lease liabilities Corporate bonds payable Long-term borrowings (including current portion) Guarantee Deposits Received |
Within 1 year $ 5,429,370 66 463,892 1,205,457 45,788 34,400 1,320,782 - |
1 to 2 years $ - - - - 37,109 34,400 1,148,345 42,282 |
2 to 5 years $ - - - - 98,036 3,558,260 1,669,689 - |
Over 5 years $ - - - - 446,083 - 480,331 - |
|---|---|---|---|---|
(III) Fair value information
-
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:
-
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.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability. 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.
- Financial instruments not measured at fair value
Cash, notes receivable, accounts receivable, other receivable, short-term borrowings, notes payable, accounts payable and other payable as reasonable approximation of fair value.
- 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:
~85~
| December 31, 2024 Assets Recurring fair value measurements Financial Assets at Fair Value Through Profit or Loss Equity securities Liabilities Recurring fair value measurements Financial liabilities at fair value through profit or loss Convertible bond call/put options December 31, 2023 Assets Recurring fair value measurements Financial Assets at Fair Value Through Profit or Loss Equity securities Beneficiary certificates Liabilities Recurring fair value measurements Financial liabilities at fair value through profit or loss Convertible bond call/put options |
Level 1 $ 3,129,075 $- Level 1 $ 4,341,227 500 $ 4,341,727 $- |
Level 2 $ 57,520 $- Level 2 $ 67,292 - $ 67,292 $- |
Level 3 $ 129,721 $ 19,204 Level 3 $ 113,695 - $ 113,695 $ 9,383 |
Total $ 3,316,316 $ 19,204 Total $ 4,522,214 500 $ 4,522,714 $ 9,383 |
|---|---|---|---|---|
-
The methods and assumptions adopted by the Group for assessing the fair value are as follows:
-
(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 2024 and 2023.
-
The following table shows the changes in Level 3 in 2024 and 2023:
| January 1, 2024 Acquisition cost of the period Return of capital by investee company Recognized in profit or loss of the period Impact from exchange rate December 31, 2024 January 1, 2023 Acquisition cost of the period Recognized in profit or loss of the period Impact from exchange rate December 31 2023 |
Financial instruments $ 104,312 22,500 ( 7,198) ( 9,821) 724 |
|---|---|
| $ 110,517 Financial instruments $ 51,174 57,500 ( 3,974) ( 388) $ 104,312 |
~87~
- 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 the Level 3 fair value measurements are explained as follows:
December 31, 2024
| Derivative equity/liability instruments: Shares of non-listed and non-OTC company Convertible bond call/put options December 31, 2023 Derivative equity/liability instruments: Shares of non-listed and non-OTC company Convertible bond call/put options |
Fair value $ 129,721 ( 19,204) Fair value $ 113,695 ( 9,383) |
Valuation technique Significant unobservable inputs Net asset value method Net asset value Convertible bond evaluation model Stock price volatility Valuation technique Significant unobservable inputs Net asset value method Net asset value Convertible bond evaluation model Stock price volatility |
Range (weighted average) - 32.66% Range (weighted average) - 29.44% |
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 |
|---|---|---|---|---|
- The Corporate 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:
| Financial assets Equity instruments Debt |
Inputs Net asset value Stock price volatility |
Changes ± 1% ± 1% |
December 31, 2024 Recognized in profit or loss Favorable changes Adverse changes $ 1,297 ($ 1,297) 50 ( 50) $ 1,347 ($ 1,347) |
Recognized in other comprehensive income Favorable changes Adverse changes $ - $ - - - $- $- |
Recognized in other comprehensive income Favorable changes Adverse changes $ - $ - - - $- $- |
|---|---|---|---|---|---|
comprehensive |
|||||
Favorable changes $ 1,297 50 $ 1,347 |
Favorable changes $ - - $- |
||||
| $- |
~88~
December 31, 2023
| December 31, 2023 | ||||
|---|---|---|---|---|
| Financial assets Equity instruments Debt |
Inputs Net asset value Stock price volatility |
Changes ± 1% ± 1% |
Recognized in profit or loss Favorable changes Adverse changes $ 1,137 ($ 1,137) 20 ( 10) $ 1,157 ($ 1,147) |
Recognized in other comprehensive income Favorable changes Adverse changes $ - $ - - - $- $- |
comprehensive |
||||
Favorable changes $ 1,137 20 $ 1,157 |
Favorable changes $ - - $- |
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 3.
-
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 NT$300 million or 20% of paid-in capital or more: None.
-
Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to Table 4.
-
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 5.
(II) Information on investees
Names, locations and other information of investee companies (not including investees in China): Please refer to Table 6.
(III) Information on investments in Mainland China
-
Basic information: Please refer to Table 7.
-
Significant transactions, either directly or indirectly through a third area, with investee companies in China: Please refer to Table 5.
(IV) Information on Major Shareholders
Information on major shareholders: Detailed in Table 8.
~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:
2024:
| Revenue from external clients Segment revenue Segment margin Segment margin include: Depreciation Amortization expense Financial Costs Interest income Investments income recognized by using equity method Segment assets |
Photomask and semiconductor segment |
Medical segment $ 298,074 ($ 19,326) ($ 220,792) ($ 70,504) ($ 14,222) ($ 24,094) $ 289 $- $ 1,105,749 |
Total $ 7,561,749 ($ 285,407) ($ 666,049) ($ 1,286,665) ($ 88,918) ($ 345,590) $ 27,737 ($ 53,984) $ 20,815,145 |
|---|---|---|---|
$ 7,263,675 ($ 266,081) ($ 445,257) ($ 1,216,161) ($ 74,696) ($ 321,496) $ 27,448 ($ 53,984) $ 19,709,396 |
~90~
2023:
| Revenue from external clients Segment revenue Segment margin Segment margin include: Depreciation Amortization expense Financial Costs Interest income Investments income recognized by using equity method Segment assets |
Photomask and semiconductor segment $ 7,079,202 ($ 332,533) $ 632,537 ($ 883,018) ($ 43,433) ($ 272,282) $ 40,376 ($ 85,789) ($ 19,844,058) |
Medical segment $ 120,733 $- ($ 186,737) ($ 50,386) ($ 9,062) ($ 20,956) $ 366 |
Total $ 7,199,935 ($ 332,533) $ 445,800 ($ 933,404) ($ 52,495) ($ 293,238) $ 40,742 ($ 85,789) $ 21,020,968 |
|---|---|---|---|
| $- $ 1,080,001 |
(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 comes from the sales of photomasks and semiconductors and product and labor revenue of medical equipment, as shown in Note 6 (23).
(VI) Geographical information
Information by region for the Group in 2024 and 2023:
| Taiwan Asia Others Total |
2024 Revenue $ 2,737,426 4,674,529 149,794 $ 7,561,749 |
Non-Current Assets $ 12,053,025 3,081 - $ 12,056,106 |
2023 Revenue $ 2,839,639 4,267,501 92,795 $ 7,199,935 |
Non-Current Assets $ 11,368,972 2,728 - |
|---|---|---|---|---|
| $ 11,371,700 |
~91~
(VII) Major customer information
Information by major customer for the Group in 2024 and 2023:
2024 2023 Revenue Department Revenue Department Photomask and Photomask and Company $ 888,632 semiconductor $ 845,000 semiconductor B segment segment
~92~
Taiwan Mask Corporation and Subsidiaries
Unit: NT$ Thousand (Unless otherwise specified)
Table 1
Loans to Others
January 1 to December 31, 2024
| No. (Note 1) |
Companythat lent funds | Borrowing party | General ledger account | Related party? |
Maximum Balance for the |
Endingbalance | Amount Actually Drawn |
Range of | Nature of loan | Amount of transaction |
Reason for short-term financing |
Amount of recognized |
Collate | ral | Limit on loans granted to a single |
Ceiling on total loangranted |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||||
| 0 0 0 1 1 1 1 2 3 4 |
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 Miracle Technology CO., LTD. Miko-China Enterprise (Shanghai) Co., Ltd. Pilot Energy Co., Ltd. |
Youe Chung Capital Corporation Aptos Technology INC. Innova Vision INC. Moment Semiconductor, In Aptos Technology INC. Xsense Technology Corpor Innova Vision INC. Aptos Technology INC. Sichuan Miracle Power Technology Co., Ltd. Xsense Technology Corpor |
Other Receivables-RelatedParties Other Receivables -RelatedP ti Other Receivables -RelatedParties cOther Receivables -RelatedParties Other Receivables -RelatedParties aOther Receivables -RelatedParties Other Receivables -RelatedParties Other Receivables -RelatedParties Other Receivables -RelatedParties aOther Receivables -RelatedParties |
Y Y Y Y Y Y Y Y Y Y |
300,000 $ 130,000 50,000 30,000 390,000 330,000 180,000 170,000 68,175 100,000 |
300,000 $ 130,000 50,000 - 350,000 320,000 180,000 170,000 67,170 50,000 |
300,000 $ 80,000 50,000 - 340,000 310,000 180,000 170,000 44,780 40,000 |
2.7% 2.7% 2.7% 2.7% 2.7% 2.7% 2.7% 2.7% 2.509% 2.7% |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
- $ - - - - - - - - - |
Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover |
- $ - - - - - - - - - |
Promissory note Promissory note Promissory note None Promissory note Promissory note Promissory note Promissory note None Promissory note |
300,000 80,000 50,000 - 350,000 330,000 180,000 170,000 - 50,000 |
1,758,067 1,758,067 1,758,067 773,472 773,472 773,472 773,472 174,317 181,017 120,748 |
1,758,067 1,758,067 1,758,067 773,472 773,472 773,472 773,472 174,317 181,017 120,748 |
Note 2 Note 2 Note 2 Note 6 Note 6 Note 6 Note 6 Note 4 Note 8 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 loan 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 (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 the abovementioned paragraphs. However, the total loan amount, limits for each individual borrower, and the period of loan should be specified. 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.
-
(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 loan 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 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 7: Subsidiary - Pilot Energy 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.
-
Note 8: Subsidiary - Miko-China Enterprise (Shanghai) Co., Ltd. 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 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.
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
Table 2
January 1 to December 31, 2024
Unit: NT$ Thousand (Unless otherwise specified)
| No. (Note 1) |
Endorser/guarantor | Partybeingendorsed/guaranteed | Partybeingendorsed/guaranteed | 229,550 $ 174,317 174,317 452,543 120,748 120,748 Limits on Endorsement/ Guarantee Amount Applicable to Each Guarantee (Notes 3, 4, 5, 6) |
Maximum Balance of Endorsement/ Guarantee for the Period |
Ending Balance of Endorsement/ Guarantee |
Amount ActuallyDrawn |
Amount of Endorsement/ Guarantee Collateralized byProperties |
Ratio of Accumulated Endorsement/Guaran tee to Net Equity per Latest Financial Statements |
Maximum Endorsement/ Guarantee Amount Allowable (Notes 3, 4, 5, 6) |
Guarantee Provided by Parent Company to Subsidiary |
Guarantee Provided by Subsidiary to Parent Company |
Note N Note 3 N Note 6 N Note 6 N Note 5 N Note 7 N Note 7 Guarantee Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Company | Relationship (Note 2) |
||||||||||||
| 0 1 1 2 3 3 |
Taiwan Mask Corporation Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miko-China Enterprise (Shanghai) Co., Ltd. Pilot Energy Co., Ltd. Pilot Energy Co., Ltd. |
Miracle Technology CO., LTD. Xsense Technology Corporation (B.V.I.) Taiwan Branch Aptos Technology INC. Miracle Technology CO., LTD. ADL Energy Corp Youe Chung Capital Corporation |
2 1 1 3 2 3 |
221,060 $ 150,000 20,000 231,795 30,000 100,000 |
131,140 $ 150,000 20,000 228,378 - - |
- $ 150,000 20,000 228,378 - - |
- $ 150,000 20,000 228,378 - - |
2.98% 34.42% 4.59% 50.47% 0.00% 0.00% |
1,758,067 $ 174,317 174,317 452,543 120,748 120,748 |
Y N N N Y N |
N N N Y N Y |
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 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 Energy 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.
Taiwan Mask Corporation and Subsidiaries Ending holding of marketable securities (not including subsidiaries, associates and joint ventures) December 31, 2024
Table 3
Unit: NT$ Thousand (Unless otherwise specified)
| Company name of the shareholding |
Marketable securities | Relationship with the marketable securities issuer |
General ledger account | End of | period | Note | |||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Book value |
Ownership | Fair value | ||||||
| None None None None The parent company of the Company None None Parent company None None None The Company is a director of that company None None None None None None None |
Financial Assets at Fair Value Through Profit or Loss - Current Financial Assets at Fair Value Through Profit or Loss - Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial assets measured at amortized cost Financial Assets at Fair Value Through Profit or Loss - Current Financial Assets at Fair Value Through Profit or Loss - Current Financial Assets 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 Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current Financial Assets at Fair Value Through Other Comprehensive Income - Non Current Financial Assets at Fair Value Through Profit or Loss - Non Current |
7,554,000 14,329,000 10,000,000 1,000,000 - 5,080,000 34,154,000 35,331,440 24,540,000 2,962,000 378,000 1,000,000 750,000 - - 1,097,092 187,915 100,000 400,000 |
325,200 $ 725,047 34,600 22,920 100,000 218,694 507,187 1,740,073 1,241,724 111,223 2,925 10,000 7,500 20,000 67,802 - - - 21,494 |
0.06% 7.16% 4.61% 2.69% - 0.04% 16.61% 13.77% 12.27% 4.55% 2.07% 10.00% - - - 8.08% 3.13% 12.27% 0.31% |
325,200 $ 725,047 34,600 22,920 100,000 218,694 507,187 1,740,073 1,241,724 111,223 2,925 10,000 7,500 20,000 67,802 - - - 21,494 |
Taiwan Mask Corporation and Subsidiaries
Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more
January 1 to December 31, 2024
| January 1 to December 31, 2024 | January 1 to December 31, 2024 | ||||||
|---|---|---|---|---|---|---|---|
| Companyengaged in Table 4 |
Counterparty | Relationship Purchase/sales Amount Subsidiary to parent company Sales 174,167 $ 2.30% Percentage of total purchase/sales Transaction details |
Creditperiod | Difference from general transactions in terms of |
Notes and accounts receivable/payable (Unless otherwise Unit: NT$ |
Note specified) Thousand |
|
| Unitprice Credit period Equivalent to general transactions - |
Balance Percentage of total notes and accounts receivable/payable |
||||||
| Digital-Can Tech. Co., Ltd. | Taiwan Mask Corporation | 2.30% | Payment term of net 60 |
3,736 $ 0.64% |
None |
Taiwan Mask Corporation and Subsidiaries
Table 5
Significant inter-company transactions during the reporting periods
January 1 to December 31, 2024
Unit: NT$ Thousand (Unless otherwise specified)
| Table 5 | January | 1 to December 31, 2024 | (Unless otherwise specified) Unit: NT$ Thousand |
||||
|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Name of the counterparty | Counterparty | Relationship | Status of t | ransaction | ||
| General ledger account | Amount | Transaction terms | (Note 3) Percentage of consolidated total operating revenues or total assets |
||||
| 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 2 2 2 3 3 4 4 4 4 4 4 4 5 5 6 6 7 8 9 |
Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Taiwan Mask Corporation Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miko-China Enterprise (Shanghai) Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. 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 Pilot Energy Co., Ltd. Pilot Energy Co., Ltd. Innova Vision INC. Innova Vision INC. iPro Vision Inc. Digital-Can Tech. Co., Ltd. Aptos Technology INC. |
Miracle Technology CO., LTD. Miracle Technology CO., LTD. Miracle International Enterprise(Shanghai) Co., Ltd. Miracle International Enterprise(Shanghai) Co., Ltd. Miracle Technology CO., LTD. Aptos Technology INC. Innova Vision INC. Aptos Technology INC. Aptos Technology INC. Innova Vision INC. Innova Vision INC. Xsense Technology Corporation (B.V.I.) Taiwan Branch Xsense Technology Corporation (B.V.I.) Taiwan Branch Miracle Technology CO., LTD. Xsense Technology Corporation (B.V.I.) Taiwan Branch Youe Chung Capital Corporation Aptos Technology INC. Innova Vision INC. Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch Aptos Technology INC. Xsense Technology Corporation (B.V.I.) Taiwan Branch Miracle International Enterprise(Shanghai) Co., Ltd. Miracle International Enterprise(Shanghai) Co., Ltd. Aptos Technology INC. Aptos Technology INC. Aptos Technology INC. Xsense Technology Corporation (B.V.I.) Taiwan Branch Sichuan Miracle Power Technology Co., Ltd. Aptos Technology INC. Miracle Technology CO., LTD. Sichuan Miracle Power Technology Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. Miracle Technology CO., LTD. Aptos Technology INC. Aptos Technology INC. Aptos Technology INC. Xsense Technology Corporation (B.V.I.) Taiwan Branch Xsense Technology Corporation (B.V.I.) Taiwan Branch Innova Vision INC. Innova Vision INC. Xsense Technology Corporation (B.V.I.) Taiwan Branch Xsense Technology Corporation (B.V.I.) Taiwan Branch iPro Vision Inc. iPro Vision Inc. Innova Vision INC. Taiwan Mask Corporation Taiwan Mask Corporation |
1 1 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 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 2 2 |
Sales Endorsement and guarantee Sales Accounts Receivables Accounts Receivables Other Receivables Rental income Other Incomes Rental income Other Receivables Other Incomes Other Receivables Other Incomes Rental income Rental income Other receivables (loans of funds) Other receivables (loans of funds) Other receivables (loans of funds) Interest income Interest income Interest income Endorsement and guarantee Sales Accounts Receivables Endorsement and guarantee Sales Other receivables (loans of funds) Sales Sales Other Receivables Endorsement and guarantee Other receivables (loans of funds) Interest income Sales Sales Other receivables (loans of funds) Other Receivables Interest income Other receivables (loans of funds) Interest income Other receivables (loans of funds) Interest income Other receivables (loans of funds) Interest income Accounts Receivables Sales Sales Sales Other Incomes |
5,500 131,140 15,716 1,811 1,432 85,937 17,628 2,098 50,785 78,094 1,472 7,099 1,631 2,523 48,044 300,000 80,000 50,000 1,837 1,192 4,272 150,000 53,715 5,279 20,000 1,838 170,000 1,478 1,043 2,150 228,378 44,780 1,037 9,353 1,791 340,000 7,349 8,660 310,000 7,998 180,000 4,049 40,000 1,333 31,964 14,481 4,845 174,167 3,860 |
Net 60 Same with other customers Net 60 Net 60 Net 60 Same with other customers Same with other customers Receipt and payment at an agreed time Same with other customers Same with other customers Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Same with other customers Same with other customers Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Same with other customers Net 30 Net 30 Same with other customers Same with other customers Receipt and payment at an agreed time Net 60 Net 60 Receipt and payment at an agreed time Same with other customers Receipt and payment at an agreed time Receipt and payment at an agreed time Net 30 Net 30 Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Receipt and payment at an agreed time Net 60 Net 60 Receipt and payment at an agreed time Net 60 Net 60 |
0.07% 0.63% 0.21% 0.01% 0.01% 0.41% 0.23% 0.03% 0.67% 0.37% 0.02% 0.03% 0.02% 0.03% 0.64% 1.43% 0.38% 0.24% 0.02% 0.02% 0.02% 1.98% 0.26% 0.07% 0.10% 0.01% 0.81% 0.02% 0.01% 0.03% 1.09% 0.21% 0.01% 0.12% 0.02% 1.63% 0.04% 0.11% 1.48% 0.11% 0.86% 0.05% 0.19% 0.02% 0.15% 0.19% 0.06% 2.30% 0.05% |
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: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement account.
Note 4: Only transactions with an amount of more than NT$1 million will be disclosed, and transactions with related parties will not be disclosed separately.
Taiwan Mask Corporation and Subsidiaries
Table 6
Names, locations and other information of investee companies (not including investees in Mainland China)
January 1 to December 31, 2024
Unit: NT$ Thousand (Unless otherwise specified)
| Name of Investor | Investee | Location | Main business activities | Initial invest | ment amount | Shares hel | d at the end o | f theperiod | Profit (loss) of the investee for the current period |
Investment profit (loss) recognized for the currentperiod |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at the end ofperiod |
End of the previousyear |
Number of shares | Ownership | 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 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 Aptos Technology INC. ADL Energy Corp Miracle Technology CO., LTD. Jing Hao Investment Co., Ltd. Innova Vision INC. Innova Vision INC. Innova Vision INC. Innova Vision (B.V.I) Inc. Pilot Energy Co., Ltd. |
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 Energy Co., Ltd. TrueLight Corporation 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 Energy Co., Ltd. Moment Semiconductor, Inc. BKS Tec Corp. New Sunrise Limited Aptos Global Holding Corp. Jing Hao Investment Co., Ltd. Miko Technology Co., Ltd Innova Technology Innova Vision (B.V.I) Inc. iPro Vision Inc. iPro Vision Inc. ADL Energy Corp |
British Virgin Islands Taiwan Taiwan Taiwan Taiwan Taiwan United States Taiwan Taiwan Taiwan British Virgin Islands Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Samoa Seychelles Taiwan Hong Kong Taiwan British Virgin Islands Japan Japan 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 Fiber-optic communication related products 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 Retail and wholesale of memory products Electronics Components Manufacturing Re-investment Re-investment Re-investment Electronics components manufacturing, electronics materials and precision equipment distribution and power component design Sales of contact lens Re-investment Sales of contact lens Sales of contact lens Electronic parts and components and energy technical services |
103,045 $ 1,260,000 165,686 252,651 293,371 598,721 121,372 180,000 410,400 73,251 325,965 - 434,692 151,533 139,072 178,500 43,590 30,000 - 29,795 10,012 37 64,650 60,157 84,204 56,420 413,050 |
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 40,000 - - 29,795 10,012 37 64,650 60,157 84,204 56,420 413,050 |
3,120,000 534,877,568 12,546,652 22,955,033 12,176,880 18,906,567 940,000 3,600,000 13,500,000 2,664,223 1 12,189,191 28,481,161 47,185 7,281,250 7,000,000 4,359,000 6,000,000 - 10,000,000 29,731,315 10,000 3,000,000 1,000,000 6,400 5,900 9,984,526 |
100% 100% 21.13% 100% 28.20% 75.32% 100% 20.00% 12.11% 4.49% 100.00% 53.00% 47.19% 0.19% 57.39% 38.89% 52.84% 38.91% 100% 100% 100% 100% 100% 100% 52.03% 47.97% 100% |
5,938 $ 207,987 46,599 471,901 25,851 23,539) ( 86,458 86,166 388,848 9,895 6,224 105,901) ( 333,639) ( 49 126,254 178,563 19,635 18,198 - - 373,212 7,065 3,502) ( 922) ~~(~~ 1,200) ~~(~~ 1,106) ( 51,923 |
71) ($ 1,574,027) ~~(~~ 69,715) ( 18,155) ~~(~~ 1,130) ~~(~~ 220,853) ( 11,609) ( 101,125) ( 239,250) ~~(~~ 69,715) ~~(~~ 23) ~~(~~ 193,615) ~~(~~ 234,505) ~~(~~ 220,853) ( 34,411 101,125) ~~(~~ 26,838) ~~(~~ (41,233) - - 37,155 106) ~~(~~ 106) ~~(~~ 244 508 508 3,613 |
71) ($ 820,048) ( 16,223) ~~(~~ 18,155) ( 319) ~~(~~ 166,371) ( 7,870) ( 20,395) ~~(~~ 21,542) ( 4,098) ~~(~~ 23) ( 102,607) ~~(~~ 111,819) ( 400) ( 19,747 43,285) ~~(~~ 14,275) ~~(~~ (11,802) - - 37,155 106) ( 106) ( 244 264 244 3,613 |
Note |
Note: As of December 31, 2024, the funds for shares have not been remitted.
Taiwan Mask Corporation and Subsidiaries
Information on investments in Mainland China
January 1 to December 31, 2024
| Investee in Mainland China Table 7 |
Main business activities | Paid-upcapital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to China at the beginning of theperiod |
Amount re Taiwan to C remitted bac for the |
mitted from hina/Amount k to Taiwan period |
Accumulated amount of remittance from Taiwan to China at the end ofperiod |
Profit (loss) of the investee for the current period |
Ownership held by the Company (direct or indirect) |
(Note 2) Investment income (loss) recognized by the Company for the current |
Ending carrying amount |
Note Accumulated amount of investment income remitted back to Taiwan Unit: NT$ Thousand (Unless otherwise specified) |
Note Accumulated amount of investment income remitted back to Taiwan Unit: NT$ Thousand (Unless otherwise specified) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to | Remitted back | ||||||||||||
| Miko-China Enterprise (Shanghai) Co., Ltd. Miracle International Enterprise(Shanghai) Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Name of Company |
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 remittance from Taiwan to China as of the end of the |
3,283 $ 10,215 53,676 amount approved bythe |
1 1 3 China imposed by the Investment Commission |
3,283 $ 10,215 - |
- $ - - |
- $ - - |
3,283 $ 10,215 - |
46,478 $ 2,512) ~~(~~ 9,143) ~~(~~ |
100% 100% 100% |
46,478 $ 2,512) ~~(~~ 9,143) ~~(~~ |
452,542 $ 103,829 47,720 |
- $ - - |
Note 2 (2) B Note 2 (2) B, Note 4 Note 2 (2) B |
| Miracle Technology CO., LTD. | 13,498 $ |
13,498 $ |
$ 261,475 |
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,
-
A. Financial statements audited and validated by an international accounting firm that has a collaborative relationship with CPA firms in Taiwan.
-
B. Financial statements reviewed by a certified accountant or accounting firm who work with the parent company in Taiwan.
-
C. Unaudited financial reports.
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.
Taiwan Mask Corporation and Subsidiaries
Information on Major Shareholders
December 31, 2024
Table 8
Shares Name of Main Shareholders No. of shares held Ownership Youe Chung Capital Corporation 35,331,440 13.77%