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TMC Interim / Quarterly Report 2024

Dec 17, 2024

52014_rns_2024-12-17_c450dffd-ea0b-42fd-9bb3-5ae316ac7c1e.pdf

Interim / Quarterly Report

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Taiwan Mask Corporation and Subsidiaries Consolidated Financial Statements and Independent Auditor’s Review Report Q1 2024 and 2023 (Stock Code: 2338)

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

Telephone: (03)563-4370

~1~

Taiwan Mask Corporation and Subsidiaries

’ Q1 2024 and 2023 Consolidated Financial Statements and Independent Auditor s

Review Report

Table of Contents

Items Page
I. Cover 1
II. Table of Contents 2 ~ 3
III. Independent Auditors’ Review Report 4 ~ 5
IV. Consolidated Balance Sheet 6 ~ 7
V. Consolidated Statement of Comprehensive Income 8
VI. Consolidated Statement of Changes in Equity 9
VII. Consolidated Statement of Cash Flows 10 ~ 11
VIII. Notes to the Consolidated Financial Statements 12 ~ 79
(I)
Company History
12
(II)
Date and procedures for passing the financial statement
12
(III)
Application of New and Revised International Financial Reporting
Standards 12~ 13
(IV)
Summary of Significant Accounting Policies
13 ~ 19
(V)
Critical Accounting Judgments and Key Sources of Estimation and
Uncertainty 19
(VI)
Summary of Significant Accounting Items
19 ~ 58
(VII)
Related Party Transactions
58 ~ 61

~2~

Items Page
(VIII) Pledged Assets 61 ~ 62
(IX) Significant Contingent Liabilities and Unrecognized Contract
Commitments 62
(X) Losses due to Major Disasters 62
(XI) Major Events after Financial Statement Date 62
(XII) Others 62 ~ 77
(XIII) Supplementary Disclosure 77~ 78
(XIV) Segment Information 78~ 79

~3~

Independent Auditors’ Review Report

(113) Tsai-Sheng-Bao-Zi No. 24000066

To Taiwan Mask Corporation,

Introduction

We have audited the accompanying consolidated balance sheets for the periods starting January 1 and ending March 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the three months ended March 31, 2024, and 2023, as well as the notes to the consolidated financial statements (including the summary of significant accounting policies), for Taiwan Mask Corporation and its subsidiaries (collectively referred to as the Group). The Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and IAS No. 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.

Scope

Except as explained in the following paragraph, we conducted our reviews in accordance with Standards on Review Engagements No. 2410, "Review of Financial Statements" in the Republic of China. The procedures performed when reviewing the consolidated financial statements include inquiries (mainly inquiring personnel responsible for financial and accounting tasks), analytical procedures and other review procedures. The scope of review is obviously smaller than that of audit . Therefore, the accountant may not be able to detect all the significant matters that can be identified through audit, so it is impossible to express an audit opinion.

Basis for qualified opinion

As explained in Note 4(3), the financial statements of insignificant consolidated subsidiaries were not reviewed by independent accountants. Those statements reflect total assets of NT$3,058,361 thousand and NT$2,159,169 thousand, constituting 13.65% and 11.13% of the consolidated total assets, and total liabilities of NT$2,122,554 thousand and NT$1,230,505 thousand, constituting 12.44% and 8.04% of the consolidated total liabilities as of March 31, 2024, and 2023, respectively. Total comprehensive income of NT$(207,956) thousand and NT$(176,522) thousand, constituting (34.44%) and (125.16%) of the consolidated total comprehensive income for the three months ended March 31, 2024, and 2023, respectively. As stated in Notes 6 (6) to the Consolidated Financial Statements, part of the investment using the equity method is prepared based on the financial statements from each company for the same period not reviewed by an CPA. The balances of such investment using the equity method were NT$58,085 thousand and NT$111,672 thousand, constituting 0.26% and 0.58% of the consolidated

~4~

total assets as of March 31, 2024 and 2023, respectively. The shares of losses of affiliated companies recognized under the equity method were NT$(9,468) thousand and NT$(12,963) thousand, constituting (1.76%) and (9.19%) of the consolidated total comprehensive income for the three months ended March 31, 2024, and 2023, respectively.

Qualified opinion

Except for the adjustments to the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries and investments using the equity method been reviewed by independent accountants, that we might have become aware of had it not been for the situation described above, based on our reviews, nothing has come to the attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of March 31, 2024, and 2023, and of its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2024, and 2023 in accordance with “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and IAS No. 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.

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-Liu-Zi No. 0960072936

Financial Supervisory Commission of the Executive Yuan

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

May 7, 2024

~5~

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets March 31, 2024 and December 31 and March 31, 2023

Assets Notes March 31, 2024
Amount
%
$ 1,562,811
7
1,688,837
8
332,040
1
83,670
-
5,767
-
1,283,125
6
458
-
31,484
-
611
-
1,845
-
735,286
3
374,615
2
14,242
-
6,114,791
27
3,554,028
16
672,045
3
467,353
2
9,466,544
42
550,578
3
169,652
1
677,388
3
22,476
-
713,814
3
16,293,878
73
$ 22,408,669
100
(Continued)
December 31, 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
Unit: NT$ Thousand
March 31, 2023
Amount
%
$ 1,446,328
8
1,503,950
8
267,787
1
116,842
1
57
-
1,209,128
6
1,535
-
16,466
-
306
-
142
-
448,503
2
406,762
2
19,129
-
5,436,935
28
2,937,191
15
471,015
2
111,672
1
8,361,506
43
567,965
3
169,528
1
592,264
3
16,261
-
734,599
4
13,962,001
72
$ 19,398,936
100
Amount

$ 1,562,811
1,688,837
332,040
83,670
5,767
1,283,125
458
31,484
611
1,845
735,286
374,615
14,242
6,114,791
3,554,028
672,045
467,353
9,466,544
550,578
169,652
677,388
22,476
713,814
16,293,878
$ 22,408,669
(Continued)
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
Amount

$ 1,446,328
1,503,950
267,787
116,842
57
1,209,128
1,535
16,466
306
142
448,503
406,762
19,129
5,436,935
2,937,191
471,015
111,672
8,361,506
567,965
169,528
592,264
16,261
734,599
13,962,001
$ 19,398,936
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
6(1)
6(2) and 8
6(3) and 8
6(22)
6(4)
6(4)
6(4) and 7
7
6(5)
6(2) and 8
6(3) and 8
6(6)
6(7) and 8
6(8)
6(10) and 8
6(11) and 8
6(12)

~6~

Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets March 31, 2024 and December 31 and March 31, 2023

Liabilities and Equities Notes March 31,2024
Amount
%
$ 6,417,737
29
11,059
-
164,830
1
10,676
-
407,316
2
1,647,521
7
229
-
46,963
-
3,260
-
40,869
-
1,171,206
5
19,055
-
9,940,721
44
3,429,292
15
2,957,306
13
161,791
1
522,318
3
9,505
-
40,073
-
-
-
7,120,285
32
17,061,006
76
2,564,465
11
1,440,745
6
827,460
4
1,764,833
8
11,621
-
(
1,167,369)(
5)
5,441,755
24
(
94,092)
-
5,347,663
24
$ 22,408,669
100
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
Unit: NT$ Thousand
March 31,2023
Amount
%
$ 5,573,861
29
2,011
-
178,788
1
71
-
324,140
2
1,981,353
10
-
-
254,210
1
-
-
40,094
-
645,604
4
18,999
-
9,019,131
47
2,613,557
13
2,910,063
15
135,341
1
537,764
3
11,343
-
52,498
-
19,778
-
6,280,344
32
15,299,475
79
2,564,465
13
1,203,283
6
769,952
4
1,380,833
7
12,670
-
(
1,778,979)(
9)
4,152,224
21
(
52,763)
-
4,099,461
21
$ 19,398,936
100
Amount
$ 6,417,737
11,059
164,830
10,676
407,316
1,647,521
229
46,963
3,260
40,869
1,171,206
19,055
9,940,721
3,429,292
2,957,306
161,791
522,318
9,505
40,073
-
7,120,285
17,061,006
2,564,465
1,440,745
827,460
1,764,833
11,621
(
1,167,369)
5,441,755
(
94,092)
5,347,663
$ 22,408,669
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
Amount
$ 5,573,861
2,011
178,788
71
324,140
1,981,353
-
254,210
-
40,094
645,604
18,999
9,019,131
2,613,557
2,910,063
135,341
537,764
11,343
52,498
19,778
6,280,344
15,299,475
2,564,465
1,203,283
769,952
1,380,833
12,670
(
1,778,979)
4,152,224
(
52,763)
4,099,461
$ 19,398,936
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
2570
Deferred Income Tax.
2580
Lease liability - Non Current
2640
Defined Benefit Liabilities - Non
Current
2645
Guarantee Deposits Received
2670
Other Non-Current Liabilities -
Other
25XX
Total Non-Current
Liabilities
2XXX
Total Liabilities
Equity attributable to
shareholders of the parent
company
Capital
3110
Capital stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated earnings
Other equity interests
3400
Other equity interests
3500
Treasury stock
31XX
Total Equities Attributable
to Parent Company
36XX
Non-controlling Interests
3XXX
Total Equities
Major Commitments and
Contingencies
Major Events after Financial
Statement Date
3X2X
Total Liabilities and Equities
6(13)
6(2)
6(22)
6(14)
7

6(16)
6(15)
6(16)
6(18)
6(19)
6(20)
6(21)
6(18) and 8


9
11

3X2X Total Liabilities and Equities

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

Chairman: Sean Chen

Managerial Officer: Lidon Chen

Accounting Supervisor: Yu-Ming Fang

~7~

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to March 31, 2024 and 2023

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

Items January 1
to March 31,2024
January 1
to March 31,2023
Notes
Amount
%
Amount
%
6(22) and 7
$ 1,850,048
100
$ 1,563,590
100
6(5) and 7
(
1,519,846) (
82)(
1,136,530)(
73)
330,202
18
427,060
27
6(27)
(28) and 7
(
76,696 ) (
4) (
57,145 ) (
4 )
(
152,610 ) (
8) (
100,077 ) (
6 )
(
103,588 ) (
6) (
82,075 ) (
5 )
12(2)
(
12,919) (
1)
3,515
-
(
345,813) (
19)(
235,782)(
15)
(
15,611) (
1)
191,278
12
6(23)
7,562
-
9,766
1
6(24) and 7
8,444
1
10,244
1
6(25)
719,776
39
78,403
5
6(26)
(
79,205 ) (
4) (
57,342 ) (
4 )
6(6)
(
10,600) (
1)(
12,963)(
1)
645,977
35
28,108
2
630,366
34
219,386
14
6(29)
(
36,453) (
2)(
80,508)(
5)
$ 593,913
32
$ 138,878
9
6(21)
$ 9,980
1
$ 2,162
-
9,980
1
2,162
-
$ 9,980
1
$ 2,162
-
$ 603,893
33
$ 141,040
9
$ 674,209
36
$ 208,051
13
(
80,296) (
4)(
69,173)(
4)
$ 593,913
32
$ 138,878
9
$ 684,189
37
$ 210,213
13
(
80,296) (
4)(
69,173)(
4)
$ 603,893
33
$ 141,040
9
6(30)
$ 3.16
$ 1.01
6(30)
$ 2.88
$ 0.91
4000
Operating income
5000
Operating costs
5900
Gross profit
Operating Expenses
6100
Selling Expenses
6200
Administrative Expenses
6300
R&D Expenses
6450
Expected Credit Impairment (Loss)
Gain
6000
Total Operating Expenses
6900
Operating losses (gains)
Non-operating income and expenses
7100
Interest income
7010
Other Incomes
7020
Other Gains and Losses
7050
Financial Costs
7060
The share of affiliates and joint
venture profits and losses
recognized by the equity method
7000
Total Non-Operating Incomes and
Losses
7900
Earnings Before Tax
7950
Income Tax Expense
8200
Net profit for the period
Other Comprehensive Incomes (Net)
Components of other comprehensive
income that will be reclassified to
profit or loss
8361
Financial statement translation
differences of foreign operations
8360
Total Components of other
comprehensive income that will
be reclassified to profit or loss
8300
Other Comprehensive Incomes (Net)
8500
Total comprehensive income for the
year
Net Incomes (Losses) Attributable to:
8610
Parent Company
8620
Non-controlling Interests
Total
Total Comprehensive Incomes
(Losses) Attributable to:
8710
Parent Company
8720
Non-controlling Interests
Total
Earnings per share
9750
Net profit for the period
Diluted Earnings per share
9850
Net profit for the period

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

Managerial Officer: Lidon Chen Accounting Supervisor: Yu-Ming Fang

Chairman: Sean Chen

~8~

Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to March 31, 2024 and 2023

Unit: NT$ Thousand

Notes
January 1 to March 31, 2023
Balance as at January 1, 2023
Net profit for the period
Other Comprehensive Profit or Loss
6(21)
Total comprehensive income for the year
Distribution and appropriation of earnings for
2022
Cash dividends
Distribution of cash from capital surplus
6 (19)(20)
Payment of overdue unclaimed dividends to
shareholders
Increase in non-controlling interests in
mergers
Balance as at March 31, 2023
January 1 to March 31, 2024
Balance as of January 1, 2024
Net profit for the period
Other Comprehensive Profit or Loss
6(21)
Total comprehensive income for the year
Distribution and appropriation of earnings for
2023
6(20)
Cash dividends
Changes in ownership interests in
subsidiaries recognized
6(19)
Subsidiaries donated treasury stock
6(18)
Balance as of March 31, 2024
Notes Equity attributable to shareholders ofthe parent company Equity attributable to shareholders ofthe parent company Equity attributable to shareholders ofthe parent company Equity attributable to shareholders ofthe parent company Equity attributable to shareholders ofthe parent company Non-
controlling
Interests
Total Equity
Capitalstock Capitalsurplus Retained earnings Otherequityinterests Treasury stock 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
$ 2,564,465
-
-
-
-
-
-
-
$ 2,564,465
$ 2,564,465
-
-
-
-
-
-
$ 2,564,465
$ 1,251,681
-
-
-
-
(
48,392 )
(
6 )
-
$ 1,203,283
$ 1,439,959
-
-
-
-
786
-
$ 1,440,745
$ 769,952
-
-
-
-
-
-
-
$ 769,952
$ 827,460
-
-
-
-
-
-
$ 827,460
$ 1,729,293
208,051
-
208,051
(
556,511 )
-
-
-
$ 1,380,833
$ 1,464,101
674,209
-
674,209
(
373,477 )
-
-
$ 1,764,833
$ 13,174
-
2,162
2,162
-
-
-
-
$ 15,336
$ 4,307
-
9,980
9,980
-
-
-
$ 14,287
($ 2,666 )
-
-
-
-
-
-
-
($ 2,666 )
($ 2,666 )
-
-
-
-
-
-
($ 2,666 )
($ 1,778,979 )
-
-
-
-
-
-
-
($ 1,778,979 )
($ 1,174,484 )
-
-
-
-
-
7,115
($ 1,167,369 )
$ 4,546,920
208,051
2,162
210,213
(
556,511 )
(
48,392 )
(
6 )
-
$ 4,152,224
$ 5,123,142
674,209
9,980
684,189
(
373,477 )
786
7,115
$ 5,441,755
($ 112,713 )
(
69,173 )
-
(
69,173 )

-

-

-
129,123
($ 52,763 )
($ 13,238 )
(
80,296 )
-
(
80,296 )

-
(
558 )
-
($ 94,092 )
$ 4,434,207
138,878
2,162
141,040
(
556,511 )
(
48,392 )
(
6 )
129,123
$ 4,099,461
$ 5,109,904
593,913
9,980
603,893
(
373,477 )
228
7,115
$ 5,347,663

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

Chairman: Sean Chen

Managerial Officer: Lidon Chen

Accounting Supervisor: Yu-Ming Fang

~9~

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flows January 1 to March 31, 2024 and 2023

Unit: NT$ Thousand

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

Amortization

Expected Credit Impairment loss (reversal
gain)

Interest income

Interest Expenses

Subsidiaries donated treasury stock

Net gain on financial assets measured at
fair value through profit or loss

Gain (loss) on disposal of investments

Share of losses of affiliated companies
recognized under the equity method

Disposal of interests in property, plant and
equipment

Gain on lease modifications

Goodwill impairment loss

The Changes of Assets/ Liabilities related to
Operating Activities
Net Changes of Assets related to Operating
Activities
Mandatory financial assets at fair value
through profit or loss
Contract Assets
Notes Receivables
Accounts Receivables
Accounts ReceivablesRelated Parties
Other Receivables
Other ReceivablesRelated Parties
Inventories
Prepayments
Other Current Assets
Other Non-Current Assets
Net Changes of Liabilities related to
Operating Activities
Contract Liabilities
Notes Payable
Accounts Payable
Accounts payable - Related party
Other Payables
Other Payables- related Parties
Provisions
Other Current Liabilities
Defined Benefit Liabilities
Other Non-Current Liabilities
Net Cash In-Flow from Operating
Interest Received
Interest Paid
Income Tax Paid
Net Cash In-Flow (Out-Flow) from
Operating Activities
Notes
January 1 to March
31,2024
January 1 to March
31,2023
$ 630,366 $ 219,386
6(27)
307,621
199,199
6(27)
30,065
11,570
12(2)
12,919 (
3,515 )
6(23)
(
7,562 ) (
9,766 )
6(26)
79,205
57,342
7
7,115
-
6(25)
(
698,087 ) (
24,058 )
6(25)
- (
64,164 )
6(6)
10,600
12,963
6(25)
(
14,117 ) (
57 )
6(25)
(
868 )
-
6(25)
27,390
-
(
20,388 )
124,550
21,593
23,389
282
1,388
182,762
311,607
(
432 )
811
(
2,481 ) (
2,715 )
(
204 ) (
306 )
(
33,463 )
2,553
(
48,228 ) (
120,877 )
(
3,468 )
70,053
47
28,877
(
9,708 ) (
63,476 )
10,610 (
79,732 )
(
56,576 ) (
111,924 )
- (
284 )
19,311 (
89,283 )
(
75 )
-
(
1,253 )
-
(
38,596 ) (
20,683 )
(
1,143 ) (
5,170 )
-
12,551
403,237
480,229
7,562
9,766
(
74,513 ) (
52,829 )
(
4,869) (
5,279)
331,417
431,887

(Continued)

~10~

Taiwan Mask Corporation and Subsidiaries Consolidated Statements of Cash Flows January 1 to March 31, 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

Cash inflows from changes in consolidated
entities

Acquisition of Property, Plants and Equipment

Disposal of Property, Plants and Equipment
Acquisition of Intangible Assets

Increase in refundable deposit
Net Cash Outflow from Investing
Activities
Cash Flows from Financing Activities
Increase of Short Term Loan

Redemption of Short Term Loan

Increase of Long Term Loan

Redemption of Long Term Loan

Redemption of Lease Principal

Increase (decrease) of refundable deposits

Payment of overdue unclaimed dividends
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 March
31,2024
January 1 to March
31,2023
( $ 85,516 ) ( $ 137,807 )
5,860
67,072
6(6)
(
410,400 )
-
6(31)
-
34,014
6 (32)
(
416,066 ) (
1,291,469 )
25,101
57
6(11)
(
3,108 )
-
(
391 ) (
8,707 )
(
884,520 ) (
1,336,840 )
6 (33)
2,646,202
4,687,072
6 (33)
(
1,656,423 ) (
3,836,890 )
6 (33)
151,736
60,581
6 (33)
(
370,806 ) (
315,501 )
6 (33)
(
12,868 ) (
9,595 )
6 (33)
(
2,209 )
17,744
- (
6 )
755,632
603,405
(
3,824 ) (
2,081 )

198,705 (
303,629 )
1,364,106
1,749,957
6(1)
$ 1,562,811 $ 1,446,328

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

Chairman: Sean Chen

Managerial Officer: Lidon Chen Accounting Supervisor: Yu-Ming Fang

~11~

Taiwan Mask Corporation and Subsidiaries Notes to the Consolidated Financial Statements

Q1 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 May 7, 2024.

III. Application of New and Revised International Financial Reporting Standards

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

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

None.

(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

~12~

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
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”
Amendments to IAS No. 21 “Lack of Exchangeability”
Effective Date Issued
by IASB
To be determined by the
IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2027
January 1, 2025

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

IFRS 18 “Presentation and Disclosure in Financial Statements”

IFRS 18 “Presentation and Disclosure in Financial Statements” replaces IAS 1 and updates the structure of statement of comprehensive income, adds the disclosure of measurement for management performance, while strengthening the aggregation and segmentation principles to be adopted for the main financial statements and notes thereto.

IV. Summary of Significant Accounting Policies

Significant accounting policies are the same as those in Note 4 of the 2023 consolidated financial statements, except for the compliance statements, basis of preparation, basis of consolidation, and applicable parts of interim financial statements. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(I) Compliance statement

  1. The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the IAS No. 34, “Interim Financial Reporting” as endorsed by the FSC.

  2. The consolidated financial statement should be read in conjunction with the 2023 consolidated financial statement.

  3. (II) Basis of Preparation

  4. 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.

~13~

  1. The preparation of financial statements in conformity with IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(III) Basis of consolidation

  1. The basis for preparation of consolidated financial statements

The principles for preparing the consolidated financial statement are the same as those of the 2023 consolidated financial statement.

  1. Subsidiaries included in the consolidated financial statements:
Name of
Investor
Name
SubsidiaryName Main Business
Activity
Ownership (%) Ownership (%) Explanation
March 31,
2024
December
31,2023
March 31,
2023
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
SunnyLake Park
International
Holding, Inc.
Youe Chung
Capital
Corporation
Miracle
Technology CO.,
LTD.
Innova Vision
INC.
One Test Systems
Pilot Qiangxiang
Co., Ltd.
Innova Vision
INC.
Aptos Technology
INC.
Name of Investor
Name of Investor
Electronics
components
manufacturing,
electronics materials
and precision
equipment
distribution and
power component
design
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
Manufacturing,
retail, wholesale and
international trade of
medical equipment
Design, packaging
and testing of
NAND flash
memory, solid state
drives and the
related products
100
100

100


75.32
100
20.00


0.19
47.19
100
100
100
75.32
100
20.00
0.19
47.19
100
100
100
91.53
-
-
0.23
47.19
Note 7
Note 7
Note 3, Note
7
Note 1, Note
6, Note 7
Note 7
Note 4, Note
7

~14~

Name of
Investor
Name
SubsidiaryName Main Business
Activity
Ownership (%) Ownership (%) Explanation
March 31,
2024
December
31,2023
March 31,
2023
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Youe Chung
Capital
Corporation
Aptos
Technology
INC.
Aptos
Technology
INC.
Pilot
Qiangxiang
Co., Ltd.
ADL Energy
Corp
Miracle
Technology
CO., LTD.
Miracle
Technology
CO., LTD.
Jing Hao
Investment
Co., Ltd.
Xsense
Technology
Corporation
Xsense
Technology
Corporation
(B.V.I.) Taiwan
Branch
Digital-Can Tech.
Co., Ltd.
Pilot Qiangxiang
Co., Ltd.
Moment
Semiconductor,
Inc.
ADL Energy Corp
New Sunrise
Limited
ADL Energy Corp
Aptos Global
Holding Corp.
Jing Hao
Investment Co.,
Ltd.
Miracle
International
Enterprise(Shangh
ai) Co., Ltd.
Miko-China
Enterprise
(Shanghai) Co.,
Ltd.
Name of Investor
Precious metal
coating
3D Printing and
Plastic Mold Design
Electronic parts and
components and
energy technical
services
Retail and wholesale
of memory products
Electronic parts and
components and
energy technical
services
Name of Investor
Electronic parts and
components and
energy technical
services
Name of Investor
Name of Investor
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
100
53.00
57.39
38.89

53.33
-
100
100
100
100

100

100
100
53.00
57.39
38.89
53.33
-
100
100
100
100
100
100
100
53.00
57.39
58.33
53.33
100
100
-
100
100
100
100
Note 7
Note 7
Note 7
Note 1, Note
6, Note 7
Note 2, Note
7
Note 5, Note
7
Note 7
Note 5, Note
7
Note 7

~15~

Name of
Investor
Name
SubsidiaryName Main Business
Activity
Ownership (%) Ownership (%) Explanation
March 31,
2024
December
31,2023
March 31,
2023
Jing Hao
Investment
Co., Ltd.
Miko-China
Enterprise
(Shanghai)
Co., Ltd.
Miracle
International
Enterprise
(Shanghai)
Co., Ltd.
Innova Vision
INC.
Innova Vision
INC.
Innova Vision
INC.
Innova Vision
(B.V.I.) Inc.
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.

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

100

79.17

20.83
100
100
52.03
47.97
100
79.17
20.83
100
100
52.03
47.97
100
79.17
20.83
100
100
52.03
47.97
Note 7
Note 7
Note 7
Note 7
  • 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 March 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.

  • 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 its shareholding remaining at 100%.

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

  • Note 5: 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%.

~16~

Note 6: Pilot Battery Co.,Ltd. was renamed as Pilot Qiangxiang Co., Ltd. in April 2024.

  • Note 7: The financial statements of March 31, 2024 and 2023 have not been reviewed by CPAs as they did not meet the definition of a material subsidiary.

  • 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:

  • As of March 31, 2024, December 31, 2023 and March 31, 2024, the non-controlling interest amounted to ($94,092), ($13,238) and ($52,763), respectively. The following information shows subsidiaries that have non-controlling interests that are material to the Group:

Name of
Subsidiary
Aptos
Technology
and its
subsidiaries
Non-controlling Interests
March 31, 2024
Main
location of
business
Amount
Ownership
in %


Taiwan
($ 276,825) 52.81%
Non-controlling Interests
March 31, 2024
Main
location of
business
Amount
Ownership
in %


Taiwan
($ 276,825) 52.81%
December 31, 2023

Amount
Ownership
in %
($ 248,253)
52.81%
December 31, 2023

Amount
Ownership
in %
($ 248,253)
52.81%

Explanation


Amount
($ 248,253)
business


Taiwan

in %
52.81%

in %
52.81%
Subsidiary
Aptos
Technology
and its
subsidiaries
business
Amount
in %


Taiwan
($ 276,825) 52.81%
Amount
($ 248,253)
in %
52.81%
Explanation
Name of
Subsidiary
Aptos
Technology
and its
subsidiaries
Main
location of
business


Taiwan
March 31, 2023
Ownership

Explanation

Amount
($ 150,547)

in %
52.81%

~17~

Aggregate financial information of subsidiaries:

Balance Sheet

Current assets
Non-Current Assets
Current liabilities
Non-current liabilities
Total net assets
Aptos Technology and its subsidiaries Aptos Technology and its subsidiaries

March 31, 2023
$ 425,457
561,916
( 858,112)
( 414,327)
($ 285,066)

March 31, 2024


December 31, 2023

$ 186,969
432,535
( 829,024)
( 314,657)
($ 524,177)


$ 248,931
501,076
( 857,464)
( 362,617)
($ 470,074)

Statement of Comprehensive Income

Revenue
Net loss before taxes
Income tax benefit (expense)
Net loss of current period
from continuing operations
Net loss
Other comprehensive income
(net after tax)
Total comprehensive income
for the year
Aptos Technology and its subsidiaries
January 1 to March 31, 2024
January 1 to March 31, 2023
$ 53,890
$ 84,243
( 54,103)
( 94,625)
-
( 15)
( 54,103)
( 94,640)
( 54,103)
( 94,640)

-
-
($ 54,103)
($ 94,640)

January 1 to March 31, 2024

$ 53,890
( 54,103)
-
( 54,103)
( 54,103)

-
($ 54,103)

Statements of Cash Flows

Net cash outflow from
operating activities
Cash Out-Flow (Out-Flow)
from 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
January 1 to March 31, 2024
January 1 to March 31, 2023
($ 44,554)
($ 36,846)
1,357
( 25,920)
3,266
94,968
( 39,931)
32,202
57,865
18,461
$ 17,934
$ 50,663

January 1 to March 31, 2024

($ 44,554)
1,357
3,266
( 39,931)
57,865
$ 17,934

~18~

(IV) Employee benefits

Pensions

Defined benefit plans

The calculation of pension cost during the interim period adopts the pension cost rate determined by actuarial calculations at the end of the previous financial year, and is based on the beginning of the year to the end of the current period. If there are major market changes and major reductions, liquidation or other major one-off events after the end date, adjustments shall be made and relevant information shall be disclosed in accordance with the abovementioned policies.

(V) Income tax

Income tax expenses of the interim period are calculated based on the estimated annual average effective tax rate applied to the pre-tax profit and loss of the interim period, and the relevant information shall be disclosed in accordance with the aforementioned policies.

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

There are no major changes, please refer to Note 5 of 2023 consolidated financial statements.

VI. Summary of Significant Accounting Items

(I) Cash and Cash Equivalents

Cash on hand
Checking accounts and demand
deposits
Time deposits
Total
March 31, 2024
December 31, 2023

March 31, 2023
$ 741
1,049,737
395,850
$ 1,446,328

$ 623
1,422,326
139,862
$ 1,562,811


$ 629
1,332,772
30,705
$ 1,364,106
  1. The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

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

~19~

(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
Private equity
Valuation adjustment
March 31, 2024
December 31, 2023
March 31, 2023
$ 1,135,534
500
1,136,034
367,916
$ 1,503,950
$ 2,011
$ 2,654,737
115,448
20,000
2,790,185
147,006
$ 2,937,191


$ 1,351,034
500
1,351,534
337,303
$ 1,688,837

$ 11,059

$ 2,689,504
130,337
95,000
2,914,841
639,187
$ 3,554,028


$ 1,351,033
500
1,351,533
275,003
$ 1,626,536
$ 9,383
$ 2,689,504
129,949
75,000
2,894,453
1,725
$ 2,896,178
  1. Details of financial assets/liabilities at fair value through profit or loss recognized in profit or loss are as follows:
or loss are as follows:
Financial assets mandatorily measured
at fair value through profit or loss
Shares of listed and OTC company
Convertible bond call/put options
Shares of non-listed and non-OTC
company
January 1 to March 31,
2024

$ 681,147
( 1,676)
18,616
$ 698,087
January 1 to March 31,
2023
$ 84,536
3,686
-
$ 88,222
January 1 to March 31,

2023
84,536
3,686
-
88,222

$
$

~20~

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

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

(III) Financial assets measured at amortized cost

Items
Current items:
Demand Deposit
Time deposits
Non-current items:
Demand Deposit
Time deposits
Total
March 31, 2024
December 31, 2023

March 31, 2023
$ 152,667
115,120
$ 267,787
$ 4,000
467,015
$ 471,015

$ 149,740
182,300
$ 332,040
$ 385,050
286,995
$ 672,045


$ 156,629
103,256
$ 259,885
$ 377,550
282,607
$ 660,157
  1. Financial assets at amortized cost is recognized in the profit or loss shown as follows:
Interest income January 1 to March 31, 2024
January 1 to March 31, 2023

$ 2,564


$ 1,978
  1. As of March 31, 2024, December 31 and March 31, 2023, without taking into account any collateral held or credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortized cost held by the Group was $1,004,085, $920,042, and $738,802, respectively.

  2. 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 ReceivablesRelated
Parties
Less: Loss allowance
March 31, 2024
December 31, 2023

March 31, 2023
$ 57
$ 1,226,210
1,535
1,227,745
( 17,082)
$ 1,210,663

$ 5,767
$ 1,325,467
458
1,325,925
( 42,342)
$ 1,283,583


$ 6,049
$ 1,508,229
26
1,508,255
( 29,423)
$ 1,478,832

~21~

1. Aging of accounts receivable notes receivable is as follows:

Not past due
Up to 30 days
31-90 days
91-180 days
More than 181
days past due
March 31, 2024
Notes
Receivables
$ 5,767
-
-
-
-
$ 5,767
December 31, 2023
Accounts
Receivables
Notes
Receivables
$ 1,226,407
$ 6,049
171,778
-
78,432
-
11,385
-
20,253
-
$ 1,508,255
$ 6,049

Accounts
Receivables
$ 1,026,023
173,506
70,483
33,400
22,513
$ 1,325,925

Accounts
Receivables
$ 1,226,407
171,778
78,432
11,385
20,253
$ 1,508,255
Not past due
Up to 30 days
31-90 days
91-180 days
More than 181
days past due
December 31, 2023
Accounts
Receivables
$ 946,717
151,343
108,758
8,949
11,978
$ 1,227,745
Notes
Receivables
$ 57
-
-
-
-
$ 57

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

  1. As of March 31, 2024, December 31, 2023 and March 31, 2023, the balances of accounts receivable and notes receivable were generated from customer contracts. As of January 1, 2023, the balance of receivables under customer contracts was $1,504,719.

  2. As of March 31, 2024, December 31, 2023 and March 31, 2023, without taking into account any collateral held or credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable was $1,283,583, $1,478,832, and $1,210,663, respectively.

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

~22~

(V) Inventories

March 31, 2024

March 31, 2024
Raw materials
Work in process
Finished goods
Merchandise
Total
Raw materials
Work in process
Finished goods
Merchandise
Total
Cost
$ 310,152
206,076
218,077
113,523
$ 847,828
March 31, 2024
(Gain from
reversal of) loss
allowance on
decline in market
value of
inventories
($ 48,700)
( 23,299)
( 27,889)
( 12,654)
($ 112,542)

(Gain from
reversal of) loss
allowance on
decline in market
value of
inventories
($ 45,647)
( 13,839)
( 36,811)
( 7,831)
($ 104,128)
Book value
$ 261,452
182,777
190,188
100,869
$ 735,286
Book value
$ 247,444
155,442
179,281
119,656
$ 701,823

Cost
$ 293,091
169,281
216,092
127,487
$ 805,951

March 31, 2023

Raw materials
Work in process
Finished goods
Merchandise
Total
Cost
$ 294,087
79,403
124,820
76,073
$ 574,383
(Gain from
reversal of) loss
allowance on
decline in market
value of
inventories
($ 77,354)
( 7,607)
( 33,428)
( 7,491)
($ 125,880)
Book value
$ 216,733
71,796
91,392
68,582
$ 448,503

~23~

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

Cost of goods sold
Loss on falling prices of inventory and
inventory obsolescence
Revenue from sales of leftovers
Sales cost
January 1 to March
31, 2024
$ 1,513,360
January 1 to March
31, 2023
$ 1,134,443

6,220
( 4,133)
-
$ 1,136,530

6,129

-
357
$ 1,519,846

(VI) Investment under Equity Method

Affiliates:
Advagene Biopharma Co., Ltd.
Weida Hi-Tech Co., Ltd.
TrueLight Corporation
March 31, 2024
December 31, 2023
March 31, 2023
$ 35,136
76,536
-
$ 111,672

$ 36,732
21,353
409,268
$ 467,353


$ 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:

January 1 to March 31, 2024 January 1 to March 31, 2023 Net loss of current period ($ 10,600) ($ 12,963) from continuing operations

  1. As of March 31, 2024, December 31, 2023 and March 31, 2023, the Group held 29.54%, 29.54% and 30.73% of shares of Advagene Biopharma Co., Ltd., respectively, and 28.20%, 28.20% and 28.20% of shares of Weida Hi-Tech Co., Ltd., respectively, making it the single largest shareholder in each case. However, the Group did not hold a majority of the board of directors’ seats and therefore did not participate in all operational decisions and business policies including strategic decisions (e.g., financing, acquisition, personnel and dividend policies, etc.) of Advagene Biopharma Co., Ltd. Weida Hi-Tech Co., Ltd. The Group’s shareholdings alone did not meet the required attendance rate at shareholders’ meetings, indicating that the Group has no power to direct relevant activities and therefore the Group does not have control over the company and has only significant influence.

  2. In March 2024, the Group acquired 13,500 thousand common shares of TrueLight Corporation through a private placement, for $410,400; as of March 31, 2024, the shareholding percentage was 12.11% and 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 TrueLight Corporation. The Group’s shareholding alone does no reach the statutory

~24~

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.

~25~

(VII) Property, plant and equipment

January 1, 2024
Cost
Accumulated
depreciation
2024
January 1
Add - Cost
Disposals - Cost
Disposal -
Accumulated
depreciation
Depreciation
Reclassification
March 31
March 31, 2024
Cost
Accumulated
depreciation
Buildings and
structures
(including land)
$ 2,966,356
( 938,487)
$ 2,027,869
$ 2,027,869
43,154
-
-
( 54,709)
13,132
$ 2,029,446
$ 3,022,642
( 993,196)
$ 2,029,446
Machinery and
equipment
$ 8,379,360
( 2,680,006)
$ 5,699,354
$ 5,699,354
43,265
( 73,868)
62,884
( 194,944)
277,528
$ 5,814,219
$ 8,626,285
( 2,812,066)
$ 5,814,219
Office
equipment
$ 89,028
( 50,616)
$ 38,412
$ 38,412
3,139
( 714)
714
( 4,579)
-
$ 36,972
$ 91,453
( 54,481)
$ 36,972
Transportation Mold
equipment
$ 337,978
( 303,317)
$ 34,661
$ 34,661
2,610
-
-
( 2,384)
-
$ 34,887
$ 340,588
( 305,701)
$ 34,887
Other
equipment
$ 764,529
( 240,244)
$ 524,285
$ 524,285
37,039
( 130)
130
( 36,003)
8,184
$ 533,505
$ 809,622
( 276,117)
$ 533,505
Unfinished
construction and
equipment under
acceptance
$ 1,162,876
-
$ 1,162,876
$ 1,162,876
146,208
-
-
-
( 296,130)
$ 1,012,954
$ 1,012,954
-
$ 1,012,954
Total
$ 13,711,953
( 4,219,562)
$ 9,492,391
$ 9,492,391
275,415
( 74,712)
63,728
( 292,992)
2,714
$ 9,466,544
$ 13,915,370
( 4,448,826)
$ 9,466,544

equipment
$ 11,826
( 6,892)
$ 4,934
$ 4,934
-
-
-
( 373)
-
$ 4,561
$ 11,826
( 7,265)
$ 4,561

~26~

Buildings and
structures
(including land)
January 1, 2023
Cost
$ 2,538,391
Accumulated
depreciation
( 737,646)
$ 1,800,745
2023
January 1
$ 1,800,745
Add - Cost
19,349
Disposals - Cost
-
Disposal - Accumulated
depreciation
-
Depreciation
( 43,263)
Reclassification
105,951
Increase in consolidated
entities Transfer-in
amount
121,636
Net exchange differences
- Cost
-
Net exchange differences
- Accumulated
depreciation
-
March 31
$ 2,004,418
March 31, 2023
Cost
$ 2,798,094
Accumulated
depreciation
( 793,676)
$ 2,004,418
Machinery and
equipment
$ 5,286,246
( 2,144,752)
$ 3,141,494
$ 3,141,494
99,612
( 13,774)
13,774
( 117,148)
36,021
5,423
13
( 7)
$ 3,165,408
$ 5,424,516
( 2,259,108)
$ 3,165,408
Office
equipment
$ 65,406
( 34,354)
$ 31,052
$ 31,052
4,694
-
-
( 3,429)
288
1,954
3
( 2)
$ 34,560
$ 73,307
( 38,747)
$ 34,560
Transportation Mold
equipment
$ 313,370
( 295,689)
$ 17,681
$ 17,681
1,065
-
-
( 1,802)
824


-
$ 17,768
$ 315,259
( 297,491)
$ 17,768
Other
equipment
$ 595,668
( 243,902)
$ 351,766
$ 351,766
38,572
( 37,956)
37,956
( 18,467)
29,445
422
3
-
$ 401,741
$ 653,842
( 252,101)
$ 401,741
Unfinished
construction and
equipment under
acceptance
$ 538,013
-
$ 538,013
$ 538,013
2,446,175
-
-
-
( 251,961)
-
-
-
$ 2,732,227
$ 2,732,227
-
$ 2,732,227
Total
$ 9,345,560
( 3,461,899)
$ 5,883,661
$ 5,883,661
2,661,632
( 53,919)
53,919
( 184,351)
( 79,432)
129,985
25
( 14)

equipment
$ 8,466
( 5,556)
$ 2,910
$ 2,910
2,165
( 2,189)
2,189
( 242)
-
550
6
( 2)
$ 5,384
$ 11,236
( 5,852)
$ 5,384

$ 8,361,506
$ 12,008,481
( 3,646,975)
$ 8,361,506

~27~

  1. From January 1 to March 31, 2024, and 2023, no interest was capitalized.

  2. 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.

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

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

~28~

(VIII) Leasing arrangements - lessee

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

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

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

Land
Buildings and structures
Transportation equipment
(company vehicles)
Other equipment
Land
Buildings and structures
Transportation equipment
(company vehicles)
Other equipment
March 31, 2024
December 31, 2023
Book value
Book value
$ 479,448
$ 481,191
19,226
18,226
12,922
15,407
38,982
39,806
$ 550,578
$ 554,630
January 1 to March 31, 2024
January 1 to
March 31, 2024
December 31, 2023

Depreciation
$ 6,501
3,419
3,037
824
$ 13,781
  1. For the three months ended on March 31, 2024, and 2023, the increase (decrease) in rightof-use assets were $9,729 and $22,545, respectively.

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


Items affecting current profit and
loss
Interest expenses on lease liabilities
Expenses for short-term lease
contracts
Lease of low-value assets
Gain on lease modifications
January 1 to March 31,
2024
$ 1,878
524
3,348
868
January 1 to March 31,
2023
$ 1,851
673
1,334
-

~29~

  1. For the nine months ended March 31, 2024, and 2023, the Group’s total cash outflow for leases were $18,618 and $13,117, respectively.

  2. Options to extend or terminate leases

  3. 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

  1. 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.

  2. For the three months ended March 31, 2024, and 2023, the Group recognized rental income of $5,156 and $5,183, respectively, based on operational lease agreements, for which no variable lease payments were made.

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

2023
2024
March 31, 2024
December 31, 2023
March 31, 2023
$ 10,503
524
$ 11,027

$ -
12,701
$ 12,701


$ -
16,674
$ 16,674

(X) Real estate investment

January 1, 2024
Cost
Accumulated depreciation
2024
January 1
Depreciation
March 31
March 31, 2024
Cost
Accumulated depreciation
Buildings and structures

$ 192,176
( 21,676)
$ 170,500
$ 170,500
( 848)
$ 169,652
$ 192,176
( 22,524)
$ 169,652

~30~

January 1, 2023
Cost
Accumulated depreciation
2023
January 1
Depreciation
March 31
March 31, 2023
Cost
Accumulated depreciation
Buildings and structures

$ 185,942
( 15,596)
$ 170,346
$ 170,346
( 818)
$ 169,528
$ 185,942
( 16,414)
$ 169,528
  1. 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
January 1 to March 31,
2024
$ 4,409
$ 867
January 1 to March 31,

2023
$ 4,235
$ 792
  1. The fair value of investment property held by the Group as of March 31, 2024, December 31, 2023 and March 31, 2023 were $159,782. $160,853, and $124,212, respectively, which were measured using income approach and were classified as Level 3 fair value with the following key assumptions:
Discount rate
Annual rent (net income)
Number of years
March 31, 2024
December 31,
2023
3.75%~5.56%
$ 19,092
45~50
March 31, 2023
1.96%~4.23%
$ 5,261
45~50

3.30%~5.64%
$ 15,490
31~56
  1. For the three months ended on March 31, 2024, and 2023, no interest was capitalized.

  2. As of March 31, 2024, December 31, 2023 and March 31, 2023, the investment property was pledged as collaterals, please refer to Note 8.

~31~

(XI) Intangible assets

2024
Trademark and
concession
January 1
Cost
$280,614
Accumulated
amortization and
impairments
( 79,082)
$201,532
January 1
$201,532
Add - Cost
-
Amortization
expense
( 7,108)
Goodwill
impairment loss -
March 31
$194,424
March 31
Cost
$280,614
Accumulated
amortization and
impairments
( 86,190)
$194,424
2024
Trademark and
Computer
software
$139,950
( 84,083)
$55,867
$55,867
308
( 7,529)
-
$48,646
$140,258
( 91,612)
$48,646
Patents
$149,599
( 4,222)
$145,377
$145,377
2,800
( 9,177)
-
$139,000
$152,399
( 13,399)
$139,000
Others
$33,333
-
Goodwill
Total
$899,122
(167,387)
$731,735
$731,735
3,108
( 30,065)
( 27,390)
$677,388
$902,230
(224,842)
$677,388
$295,626
-
$33,333
$33,333
-
( 6,251)
-
$295,626
$295,626
-
-
( 27,390)
$268,236
$295,626
( 27,390)
$268,236
$27,082
$33,333
( 6,251)
$27,082

~32~

2023
Trademark
and
concession
January 1
Cost
$272,017
Accumulated
amortization and
impairments
( 47,408)
$224,609
January 1
$224,609
Consolidated
transfer in
-
Reclassification ( 1,445)
Amortization
expense
( 5,679)
March 31
$217,485
March 31
Cost
$267,196
Accumulated
amortization and
impairments
( 49,711)
$217,485
2023
Trademark
and
concession

Computer
software
$114,747
( 64,846)
$49,901
$49,901
-
1
( 4,333)
$45,569
$152,939
(107,370)
$45,569
Patents
$ 9,592
( 7,696)
$ 1,896
$ 1,896
25,471
1,444
( 1,558)
$27,253
$39,426
( 12,173)
$27,253
Others
$ -
-
$-
$ -
33,333
-
-
$33,333
$33,333
-
$33,333
Goodwill
Total
$617,130
(119,950)
$497,180
$497,180
106,654
-
( 11,570)
$592,264
$761,581
(169,254)
$592,264
$220,774
-
$220,774
$220,774
47,850
-
-
$268,624
$268,624
-
$268,624

Due to business mergers, as detailed in Note 6(31), the Group’s goodwill increased by $0 and $47,850 for the nine months ended March 31, 2024 and 2023.

(XII) Other Non-Current Assets

Prepayments for equipment
Refundable Deposit
Others
Total
March 31, 2024
December 31, 2023

March 31, 2023
$ 669,336
63,364
1,899
$ 734,599

$ 621,275
90,917
1,622
$ 713,814


$ 422,444
90,526
1,669

$ 514,639

~33~

(XIII) Short Term Loans

Type of borrowings
Bank borrowings
Credit loan
Secured borrowings
Other borrowings
Credit loan
Type of borrowings
March 31, 2024
$ 2,086,422
4,271,315
60,000
$ 6,417,737
December 31, 2023
Range of interest
rate
0.84%~4.09%
1.25%~4.01%
2.70%

Range of interest
rate
0.88%~4.01%
1.20%~4.71%
2.70%
Range of interest
rate
1.62%~4.00%
1.69%~2.81%
Collateral
None
Certificates of deposit,
reserve accounts, stocks of
listed and OTC companies
and treasury stock
None
Collateral
None
Certificates of deposit,
reserve accounts (Note),
stocks of listed and OTC
companies and treasury stock
None
Collateral
None
Certificates of deposit,
reserve accounts, stocks of
listed and OTC companies
and treasury stock

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

$ 1,657,862
3,741,508
30,000
$ 5,429,370
March 31, 2023
$ 2,050,349
3,523,512
-
$ 5,573,861

Interest expense recognized in profit or loss was $32,487 and $27,401 for the three months ended March 31, 2024, and 2023, respectively.

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

~34~

(XIV) Other Payables

Payable on machinery and
equipment
Dividends payable
Remunerations payable to
employees and directors
Payroll and bonus payable
Machine maintenance payable
Others
March 31, 2024
December 31, 2023

March 31, 2023

$ 557,041
373,477
178,705
117,577
44,005
376,716
$ 1,647,521


$ 498,861
-
94,305
153,545
44,906
413,536
$ 1,205,153


$ 808,417
604,903
165,158
65,229
13,981
323,665
$ 1,981,353

(XV) Corporate bonds payable

Corporate bonds payable
Less: Amount of exercised
conversion options
Less: Discount on corporate
bonds payable
Less: Corporate bonds matured
in one year or a business
cycle or have the put
option exercised
March 31, 2024
December 31, 2023
March 31, 2023
$ 3,000,000
( 324,400)
( 62,043)
2,613,557
-
$ 2,613,557

$ 3,800,000
( 324,400)
( 46,308)
3,429,292

-
$ 3,429,292


$ 3,800,000
( 324,400)
( 51,000)
3,424,600
-
$ 3,424,600
  1. The terms of issuance for the Group’s 3rd domestic unsecured convertible bonds are as follows:

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

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

  4. (3) The conversion price of the convertible bonds is determined in accordance with the pricing model stipulated in the Measures, and the conversion price will be adjusted in accordance with the pricing model stipulated in the Conversion Measures in the

~35~

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 March 31, 2024, the conversion price was NT$82.4 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 March 31, 2024, a total amount of NT$324,400 had been converted into 3,733 thousand shares of common stock.

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

  • First series domestic secured corporate bonds

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

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

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

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

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

  • Second series domestic secured convertible corporate bonds

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

~36~

  • (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 $200,000, and B is issued with an amount of $300,000, totaling $500,000.

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

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

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

  • Third series domestic secured convertible corporate bonds

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

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

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

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

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

  • Fourth series domestic secured convertible corporate bonds

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

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

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

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

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

~37~

(XVI) Long-term Loans

Type of
borrowings
Borrowing period and
payment method
Long-term bank borrowings
Secured
borrowings
From December 28,
2022 to December 28,
2032, to be repaid in
installments and
installments over the
agreed period
Secured
borrowings
From December 28,
2021 to January 28,
2027, repayable in
portions and in
installments during the
term specified in the
agreement
Secured
borrowings
From July 26, 2023 to
July 25, 2028, to be
repaid in installments
and installments over
the agreed period
Secured
borrowings
From January 5, 2021
to July 5, 2028, to be
repaid in installments
and installments over
the agreed period
Credit loan
From January 24, 2022
to January 24, 2027, to
be repaid in
installments and
installments over the
agreed period
Other long-term borrowings
Secured
borrowings
From March 25, 2021
to March 28, 2029, to
be repaid in
installments and
installments over the
agreed period
Borrowing period and Range of
interest rate
2.32%~2.55
%

2.68%
2.45%~2.55
%
2.25%~4.33
%


3.00%
2.45%~8.20
%
Collateral
March 31, 2024
Houses and
buildings and
investment
property
$ 982,895
Houses and
buildings,
machinery
equipment and
investment
property
750,000
Plant and land 127,599
Machinery and
equipment
962,907
None (Note)
5,828
Machinery and
equipment
660,851

~38~

Type of Borrowing period and Range of Collateral March 31, 2024 March 31, 2024
borrowings payment method interest rate
Secured From June 10, 2022 to
2.26%~5.25
Houses, 385,037
borrowings July 28, 2028, to be % buildings,
repaid in installments machinery and
and installments over equipment,
the agreed period and land
Credit loan From December 30, 4.19%~7.80 None 253,395
2021 to December 29, %
2025, to be repaid in
installments and
installments over the
agreed period
-
4,128,512
Less: Long-term borrowings due within one year or one business ( 1,171,206)
cycle
$ 2,957,306

~39~

Type of
borrowings
Borrowing period and
payment method
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
Secured
borrowings
From January 28, 2022
to January 28, 2027,
repayable in portions
and in installments
during the term
specified in the
agreement
Secured
borrowings
From July 26, 2023 to
July 25, 2028, to be
repaid in installments
and installments over
the agreed period
Secured
borrowings
From June 12, 2018 to
July 5, 2028, to be
repaid in installments
and installments over
the agreed period
Credit loan
From January 24, 2022
to January 24, 2027, to
be repaid in
installments and
installments over the
agreed period
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
Borrowing period and Range of
interest rate
2.20%~2.55
%

2.55%
2.45%~2.55
%
2.25%~4.33
%


1.50%~3.00
%
2.45%~8.20
%
Collateral
March 31, 2023
Houses and
buildings and
investment
property
$ 1,005,263
Houses and
buildings,
machinery
equipment and
investment
property
1,000,000
Plant and land 127,600
Machinery and
equipment
983,360
None (Note)
6,318
Machinery and
equipment
610,369

~40~

Type of Borrowing period and Range of Collateral March 31, 2023
borrowings payment method interest rate
Secured From June 10, 2022 to 3.53%~6.48 Houses, 393,143
borrowings June 28, 2028, to be % buildings,
repaid in installments machinery and
and installments over equipment,
the agreed period and land
Credit loan From December 30, 4.19%~7.80 None 216,503
2021 to June 30, 2025,
%
to be repaid in
installments and
installments over the
agreed period
-
4,342,556
Less: Long-term borrowings due within one year or one business ( 1,216,216)
cycle
$ 3,126,340
Type of
borrowings
Long-term bank
Secured
borrowings
Secured
borrowings
Secured
borrowings
Borrowing period and
payment method
Range of
interest rate
borrowings
From December 28,
2021 to January 28,
2027, repayable in
portions and in
installments during the
term specified in the
agreement
2.55%
From June 15, 2020 to
December 9, 2027,
repayable in portions
and in installments
during the term specified
in the agreement
2.225%~
2.595%
From June 27, 2018 to
December 25, 2026,
repayable in portions
and in installments
during the term specified
in the agreement
2.150%~
3.250%
Collateral
Houses and
buildings,
machinery
equipment and
investment
property
Buildings and
structures
Machinery and
equipment
March 31, 2023
$ 1,000,000
250,122
1,037,641

~41~

Type of
borrowings
Borrowing period and
payment method
Range of
interest rate
Secured
borrowings
From December 28,
2022 to December 27,
2032, repayable in
portions and in
installments during the
term specified in the
agreement
2.195%
Secured
borrowings
From January 24, 2022
to January 24, 2027,
monthly interest
payments with principle
and interest
1.500%~2.8
75%
Other long-term borrowings
Secured
borrowings
Repayment of principal
in monthly installments
from October 29, 2021
to September 16, 2028
4.110%
Secured
borrowings
Repayment of principal
and interest in monthly
installments from March
25, 2022 to July 29,
2027
2.450%~
8.200%
Credit loan
December 30, 2021 to
April 30, 2024, the
interest is paid together
with the principal.
7.61%
Secured
borrowings
Repayment of principal
and interest in monthly
installments from June
10, 2022 to July 25,
2027
4.460%~7.0
00%
Secured
borrowings
Repayment of principal
and interest in monthly
installments from
January 22, 2023 to
December 22, 2025
4.750%
Less: Long-term borrowings due within one year or
one business cycle
Collateral
Houses and
buildings and
investment
property
None (Note)
Machinery and
equipment
Machinery and
equipment
None
Machinery and
equipment
Plant and land
March 31, 2023
850,000
7,769
74,941
79,559
12,050
225,067
18,518
-
3,555,667
( 645,604)

$ 2,910,063

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

~42~

(XVII) Pensions

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

  2. (2) For the three months ended March 31, 2024, and 2023, the pension costs under defined contribution pension plans of the Group were $533 and $533, respectively.

  3. (3) The expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2025 are $2,133.

  4. (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.

  5. (2) For the three months ended March 31, 2024, and 2023, the pension costs under defined contribution pension plans of the Group were $12,560 and $12,392, respectively.

~43~

(XVIII) Capital

  1. As of March 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$2,564,465 with a par value of NT$10. All proceeds from shares issued have been collected.

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

January 1
Subsidiaries donated treasury stock
March 31
2024
213,153
500
213,653
Unit: Thousand shares
2023
205,230
-
205,230
  1. Treasury stock

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

Company name of the
shareholding
Subsidiary: Youe Chung
Capital Corporation
The Company
Company name of the
shareholding
Subsidiary: Youe Chung
Capital Corporation
The Company
Reasons for buyback
Subsidiary holds the
company’s stock
Transfer shares to
employees
Reasons for buyback
Subsidiary holds the
company’s stock
Transfer shares to
employees
March 31, 2024
Number of
shares
(thousand)
Book value
35,331
$ 502,776
7,462
664,593
42,793
$1,167,369
December 31, 2023
Number of
shares
(thousand)
Book value
35,831
$ 509,891
7,462
664,593
43,293
$1,174,484

Number of
shares
(thousand)
35,331
7,462
42,793
December 31,

Number of
shares
(thousand)
35,831
7,462
43,293

~44~

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
March 31, 2023
Number of
shares
(thousand)
Book value
36,731
$ 522,698
14,485
1,256,281
51,216
$1,778,979

Number of
shares
(thousand)
36,731
14,485
51,216
  • (2) For the three months ended March 31, 2024, and 2023, the Group’s share-based payment arrangements were as follows:
Type of arrangement
Transfer of treasury
shares to employees
Transfer of treasury
shares to employees
Grant date
2022.01.26
2023.04.19
Quantity
granted
4,485
10,000
Contract
Period
Immediate
vesting
Immediate
vesting
Vesting
conditions
Note
Note

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

  • (3) For the three months ended March 31, 2024, and 2023, the Group incurred compensation costs of $0 and $0, respectively, related to the transfer of treasury stocks.

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

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

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

  • (7) The Company’s stock held by the subsidiary Youe Chung Capital is treated as treasury stock. As of March 31, 2024, December 31, 2023 and March 31, 2023, Youe Chung Capital Corporation held 35,331 thousand shares, 35,831 thousand shares, and 36,731 thousand shares of the Company, with an average book value of $14.23 per share, and a fair value of $68.0, $71.1, and $92.5 per share, respectively. The cost of transferring

~45~

treasury stocks is calculated based on the book value of the Company’s stock held by Youe Chung Capital and the Company’s indirect shareholding during each period.

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

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

(XIX) Capital surplus

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

January 1, 2024
Changes in ownership
interests in
subsidiaries
recognized
March 31, 2024
January 1, 2023
Distribution of cash
from capital surplus
Payment of overdue
unclaimed dividends
to shareholders
March 31, 2023
Issue
premiums
$44,148
-
$44,148
Issue
premiums
$96,650
( 48,392)
-
$48,258
Trading of
treasury
stock
$859,338
-
$859,338
Trading of
treasury
stock
$768,509
-
-
$768,509
Changes in
ownership
interests in
subsidiaries
recognized
$ 154,097
786
$ 154,883
Changes in
ownership
interests in
subsidiaries
recognized
$ 17,788
-
-
$ 17,788
Stock option Equity changes
Others
$4,308
-
$4,308

Others
$4,459
-
( 6)
$4,453
Total
$1,439,959
786
$1,439,959
Total
$1,251,681
( 48,392)
( 6)
$1,203,283


in affiliates
$ 82,220
-
$ 82,220
Equity changes

$295,848
-
$295,848
Stock option


in affiliates
$ 68,427
-
-
$ 68,427

$295,848
-
-
$295,848

~46~

(XX) Retained earnings

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

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

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

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

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

  6. (4) After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.

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

  8. 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.

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

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

~47~

(XXI) Other equity interests

January 1
Difference in foreign
currency translation:
- Group
March 31
January 1
Difference in foreign
currency translation:
- Group
March 31
2024
Unrealized gains
and losses
($ 2,666)
-
2024
Unrealized gains
and losses
($ 2,666)
-
Foreign currency
translation
Total
$ 4,307 $ 1,641
9,980
9,980
Foreign currency
translation
Total
$ 4,307 $ 1,641
9,980
9,980
$

$


14,287
$ 11,621


Total
$ 10,508
2,162
$ 12,670

losses
($ 2,666)
-
($ 2,666)

$ 15,336

(XXII) Operating income

Revenue from contracts
with customers
January 1 to March 31, 2024
$ 1,850,048
January 1 to March 31, 2023

$ 1,563,590

1. Segmentation of revenue from contracts with customers

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:

January 1 to March 31, 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
Photomask and
semiconductor
segment
$ 1,815,538
$ 693,329
1,122,209
$ 1,815,538
Medical segment
$ 34,510
$ 34,510
-
$ 34,510
Total
$ 1,850,048
$ 727,839
1,122,209
$ 1,850,048

~48~

January 1 to March 31, 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
$ 1,541,794
$ 509,673
1,032,121
$ 1,541,794
Medical segment
$ 21,796
$ 21,796
-
$ 21,796
Total
$ 1,563,590
$ 531,469
1,032,121
$ 1,563,590
  1. Contract Asset and Contract Liability

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

Contract Assets
Contract
Liabilities
March 31,
2024
$ 83,670
$ 164,830
December 31,
March 31,
2023
$ 116,842
$ 178,788
January 1,
2023
$ 140,231
$ 232,778

2023
$ 105,263
$ 174,538
  • (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
January 1 to March 31,
2024

$ 113,371
January 1 to March 31,
2023
$ 230,589

(XXIII) Interest income

Interest from bank deposits
Interest income from financial
assets measured at amortized
cost
Other interest incomes
January 1 to March 31,
2024
$ 4,914
2,564
84
$ 7,562
January 1 to March 31,

2023
$ 7,751
1,978
37
$ 9,766

~49~

(XXIV) Other Incomes

Rental income
Other income - Others
January 1 to March 31,
2024
$ 5,156
3,288
$ 8,444
January 1 to March 31,

2023
$ 5,183
5,061
$ 10,244

(XXV) Other Gains and Losses

Disposal of interests in property,
plant and equipment
Gain (loss) on disposal of
investments
Gain on lease modifications
Foreign currency exchange losses
(gains)
Gains on financial assets and
liabilities measured at fair
value through profit or loss
Goodwill impairment loss
Other losses -- Depreciation of
investment properties
Other Gains and Losses
January 1 to March 31,
2024
$ 14,117
-
868

35,825
698,087
( 27,390)
( 848)
( 883)
$ 719,776
January 1 to March 31,

2023
$ 57
64,164
-
( 6,382)
24,058
-
( 818)
( 2,676)
$ 78,403

(XXVI) Financial Costs

Interest expenses:
Bank and other borrowings
Convertible bonds
Lease liabilities
Others
January 1 to March 31,
2024
$ 63,978
13,292
1,878
57
$ 79,205
January 1 to March 31,

2023
$ 50,978
4,513
1,851
-
$ 57,342

~50~

(XXVII) Expenses by nature

Employee benefits
expenditure
Depreciation
Amortization
January 1 to March 31, 2024
January 1 to March 31, 2023

$ 376,468
307,621
30,065


$ 303,369
199,199
11,570

(XXVIII) Employee benefits expenditure

Payroll expenses
Labor and health insurance
fees
Pension expense
Other personnel expenses
January 1 to March 31,
2024
$ 325,832
22,865
13,093
14,678
$ 376,468
January 1 to March 31,

2023
$ 255,282
21,684
12,925
13,478
$ 303,369
  1. According to the Articles of Incorporation, the Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any.

  2. For the three months ended March 31, 2024, and 2023, the estimated amount of employee remuneration was $79,000 and $30,000 respectively; the estimated amount of director remuneration was $5,400 and $4,500 respectively. The above-mentioned amount was recognized as salary expenses.

The remuneration of employees and directors for three months ended March 31, 2024, and 2023, were estimated in accordance with the Articles of Incorporation taking into account the annual profit.

The 2023 remuneration for employees, directors and supervisors as resolved by the Board of Directors are consistent with the amounts recognized in the 2023 financial statements.

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

~51~

(XXIX) Income tax

1. Income tax expense

Components of income tax expense:

January 1 to March 31, 2024 January 1 to March 31, 2023

January 1 to March 31, 2024
January 1 to March 31,
Current tax:
Current tax on profits
for the year
$ 38,338
Total current tax
38,338
Deferred income tax:
Origination and
reversal of temporary
differences
( 1,885)
Total Deferred
Income Tax
( 1,885)
Income Tax Expense$ 36,453
$ 79,665
79,665
843
843
$ 80,508
  1. The Company’s income tax returns through 2022 have been assessed and approved by the tax authority.

(XXX) Earnings per share

0.00%
Earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted Earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary shareholders
of the parent company plus assumed
conversion of all dilutive potential
ordinary shares
January 1 to March 31, 2024
Amount
after tax
Weighted average
share outstanding
(thousand shares)
$674,209
213,301
$674,209
213,301
3,531
20,335
-
1,989

$677,740
235,625
January 1 to March 31, 2024
Amount
after tax
Weighted average
share outstanding
(thousand shares)
$674,209
213,301
$674,209
213,301
3,531
20,335
-
1,989

$677,740
235,625
Earnings per

Amount
after tax
$674,209
$674,209
3,531
-

$677,740

share (NTD)

213,301
213,301
20,335
1,989
235,625

$ 3.16
$ 2.88

~52~

January 1 to March 31, 2023

0.00%
Earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted Earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Convertible bonds
Employee remuneration
Profit attributable to ordinary shareholders
of the parent company plus assumed
conversion of all dilutive potential
ordinary shares
Amount
after tax
$208,051
$208,051
3,493
-

$211,544
Weighted average
share outstanding
(thousand shares)
Earnings per

share (NTD)

205,230
205,230
27,346
492
233,068

$ 1.01
$ 0.91

The weighted average number of shares outstanding the three months ended March 31, 2024, and 2023, has deducted the number of shares held by the Company and the subordinate company Youe Chung Capital deemed as the Company’s treasury stock (the number of shares is based on the Company’s shareholding).

~53~

(XXXI) Business combination

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

  2. (1) The fair value of the assets acquired and liabilities assumed from Pilot Battery Co., Ltd. at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:

Acquisition consideration
Cash
Share of non-controlling interests in the identifiable net
assets of the acquiree
Fair value of acquired identifiable assets and assumed
liabilities
Cash
Notes Receivables
Accounts Receivables
Inventories
Prepayments
Other Current Assets
Property, plant and equipment
Intangible assets
Deferred Income Tax Assets
Right-of-use Asset
Other Non-Current Assets
Short Term Loans
Contract Liabilities
Notes Payable
Accounts Payable
Lease liabilities
Other Payables
Other Current Liabilities
Long-term Loans
Deferred Income Tax.
Total identifiable net assets
Goodwill
March 1, 2023
$ 178,500
114,059
292,559
189,429
84
2,297
35,488
2,543
1,951
129,538
58,804
5,678
3,148
29,081
( 99,154)
( 8,649)
( 3,869)
( 17,157)
( 3,148)
( 7,496)
( 568)
( 31,140)
( 13,140)
273,720
$ 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.

~54~

Among them, the initial valuations of PP&P and intangible assets were $42,954 and $0, respectively, which were different from the fair values of $129,538 and $58,804, respectively, identified in the purchase price apportionment report. The consolidated balance sheet as of December 31 and March 31, 2023.

  • (4) Since March 1, 2023, the Group has merged with Pilot Battery Co., Ltd., Pilot Battery Co., Ltd. has contributed operating income and net loss before tax of $4,106 and ($536), respectively. If Pilot Battery Co., Ltd. had been included in the Group since January 1, 2023, the Group’s operating income and net income before tax would have been $1,568,658 and $217,045, respectively.

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

  • (1) The fair value of the assets acquired and liabilities assumed from Moment Semiconductor, Inc. at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:

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

  • (3) The 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. The

~55~

initial valuation of property, plant and equipment, and intangible assets were $447 and $0 respectively, which were the same as the fair value identified in the acquisition price allocation 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 $26,173 and ($3,530), respectively. If Moment Semiconductor, Inc. had been included in the Group since January 1, 2023, the Group’s operating income and net income before tax would have been $1,611,587 and $213,976, respectively.

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

  • (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. The initial valuation of intangible assets is $0, which is different from the fair value of $117,963 identified in the acquisition price allocation report, and the consolidated balance sheet on December 31, 2023 is adjusted.

~56~

(XXXII) Supplemental cash flow information

1. Investing activities with partial cash payments:

Purchase of property, plant and
equipment
Add: Prepayments for
equipment at the end of the
period
Beginning balance of payable
on equipment
Less: Prepayments for
equipment at the beginning of
the period
Ending balance of payable on
equipment
Cash paid during the year
January 1 to March 31,
2024

$ 275,415
621,275
498,861
( 422,444)
( 557,041)
$ 416,066
January 1 to March 31,

2023
$ 2,611,632
669,336
111,919
( 1,293,001)
( 808,417)
$ 1,291,469

2. Financing activities with no cash flow effects:

Dividends payable January 1 to March 31,
2024
$ 373,477
January 1 to March 31,

2023
$ 604,903

(XXXIII) Changes in liabilities arising from financing activities

Short Term
Loans
January 1, 2024 $5,429,370
Change in cash
flow from
financing
activities
989,779
Interest Expenses -
Interest Paid
-
Distribution of
cash dividends
announced
-
Other Non-Cash
Transactions
( 1,412)
March 31, 2024$6,417,737
Corporate
bonds payable
Long-term
borrowings
(including
current portion)

Lease
liabilities
$ 567,193
( 12,868)
1,878
( 1,878)
-
8,862
$ 563,187
Guarantee
Deposits
Received
$ 42,282
( 2,209)
-
-
-
-
$ 40,073
Dividends
payable
$ -
-
-
-
373,477
-
$373,477
Total liabilities
arising from
financing
activities
$13,806,001
755,632
15,170
( 1,878)
373,477
3,876
$14,952,278

$3,424,6000
-
13,292
-
-
( 8,600)
$3,429,292

$ 4,342,556
( 219,070)
-
-
-
5,026
$ 4,128,512

~57~

Short Term
Loans
January 1, 2023 $4,624,525
Change in cash
flow from
financing
activities
850,182
Interest Expenses -
Interest Paid
-
Distribution of
cash dividends
announced
-
Other Non-Cash
Transactions
99,154
March 31, 2023$5,573,861
Corporate
bonds payable

Long-term
borrowings
(including
current portion)

Lease
liabilities
$ 559,669
( 9,595)
1,851
( 1,851)
-
27,784
$ 577,858
Guarantee
Deposits
Received
$ 34,754
17,744
-
-
-
-
$ 52,498
Dividends
payable
$ -
-
-
-
604,903
-
$604,903
Total liabilities
arising from
financing
activities
$11,607,439
603,411
6,364
( 1,851)
604,903
158,078
$12,978,344

$2,609,044
-
4,513
-
-
-
$2,613,557


$ 3,779,447
( 254,920)
-
-
-
31,140
$ 3,555,667

VII. Related Party Transactions

(I) Related parties’ names and relationship

Name of the related parties Relationship with the Group Advagene Biopharma Co., Ltd. Affiliates Weida Hi-Tech Co., Ltd. Affiliates TrueLight Corporation Affiliates (Note 1) Image Match Design Inc. Other related party (Note 2) BKS Tec Corp. Other related party Pilot Qiangxiang Co., Ltd. Other related party (Note 3) 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, and accounted for it as “Investment under equity method.” Please refer to Note 6(6) for details.

  • Note 2: Image Match Design Inc. re-elected it directors on June 1, 2023. Youe Chung Capital Corporation is no longer a director of the company, and the company is not a related party of the Group.

  • Note 3: In March 2023, the Group acquired 58.33% of the shares of Pilot Qiangxiang Co., Ltd., and gained control over the company, which has been included in the consolidated financial statements as a consolidated entity since the acquisition of control.

~58~

(II) Significant transactions with the related parties

  1. Operating revenue
Product sales:
Affiliates
Other related party
Total
January 1 to March 31,
2024
$ 2,828
-
$ 2,828
January 1 to March 31,

2023
$ 394
2,104
$ 2,498

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

  1. Purchase
Purchase of merchandise:
Other related party
January 1 to March 31,
2024
$-
January 1 to March 31,

2023
$ 74

3. Account receivable from related parties.

Accounts Receivables:
Affiliates
Other related party
Other Receivables:
Other related party
Total
March 31, 2024
December 31,
2023
$ -
26
407
$ 433
March 31, 2023
$ 739
796
306
$ 1,841

$ 458
-
611
$ 1,069
  1. Acquisition of financial assets

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

~59~

5. Others

  • (1) Deposits Received:
Other related party
Rent income:
Other related party
March 31, 2024
December 31,
2023
March 31, 2023
$ 118
$ 118
$-
January 1 to March 31, 2024
January 1 to March 31, 2023
$ 437
$ 367

$ 437
  • (2) Rent income:

  • (3) Other Incomes

Other related party January 1 to March 31,
2024
$ 108
January 1 to March 31,

2023
$-
  • (4) For the three months ended March 31, 2024, the Company’s subsidiary, Youe Chung Capital Corporation, donated 500,000 shares of the Company’s stock, totaling $7,115, to the Taiwan Mask Charitable Foundation.

  • (5) For the three months ended March 31, 2024, and 2023, the Company donated NT$599 and NT$134, respectively, in cash to the Taiwan Mask Charity Foundation.

  • Loaning of funds to related parties

Loans from related parties:
(1) Closing balance
(recorded as “short-term
borrowings”)
Other related party
(2) Interest expenses
Other related party
March 31, 2024
December 31,
2023
March 31, 2023
$ 60,000
$ 30,000
$-
January 1 to March 31, 2024
January 1 to March 31, 2023
$ 229
$-

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

~60~

(III) Compensation of key management personnel

Salary and short-term employee benefits
Post-employment benefits
Total
January 1 to March 31,
2024
$ 10,815
54
$ 10,869
January 1 to March 31,

2023
$ 11,164
54
$ 11,218

VIII. Pledged assets

Assets pledged by the Corporate Group as collateral are as follows:

Book value
Assets
March 31, 2024
Demand deposit
(Recognized as
“Financial assets at
amortized cost”)
$ 534,790
Time deposit (Recognized
as “Financial assets at
amortized cost”)
466,295
Stocks of publicly traded
and OTC companies
(recognized as
“Financial assets at fair
value through profit or
loss”)
4,226,341
Shares of the Company
(recognized as “treasury
stock”) (Note)
491,647
Buildings and structures
(including land)
1,172,732
Machinery and equipment
and equipment under
acceptance
3,601,174
Real estate investment
169,652
Office equipment
-
Other equipment
6,636
Intangible assets
-
$ 10,669,267
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
March 31, 2023 Purpose
Reserve accounts
for long- and
short-term
borrowings
Short-term loans
and guarantees for
goods out of the
free zone
Short Term Loans
Short Term Loans
Long-term Loans
Long- and short-
term borrowings
Long- and short-
term borrowings
Long- and short-
term borrowings
Long- and short-
term borrowings
Long-term Loans

$ 156,667
582,135
2,810,495
511,569
1,206,647
2,540,852
169,528
2,152
4,162
271
$ 7,984,478

~61~

Note: The cost of pledged treasury stocks was NT$491,647 and its fair value was NT$2,349,400 as of March 31, 2024.

IX. Significant Contingent Liabilities and Unrecognized Contract Commitments

(I) Contingencies

None.

(II) Commitments

  1. Machine equipment maintenance contracts that have been signed but not yet paid
Machine maintenance March 31, 2024
December 31,
2023
$ 44,906
March 31, 2023
$ 13,981

$ 44,005
  1. Capital expenditures that have been signed but not yet incurred
Property, plant and equipment March 31, 2024
December 31,
2023
$ 980,980
March 31, 2023
$ 2,033,545

$ 1,616,919

3. Lease agreement

Please see Note 6 (8) and (9)

X. Losses due to major disasters

None.

XI. Major Events after Financial Statement Date

None.

XII. Others

(I) Capital management

There was no significant change in the reporting period. Please refer to Note 12 in the 2023 consolidated financial statements.

~62~

(II) Financial instruments

1. Types of financial instrument

Financial assets
Financial Liabilities at Fair
Value Through Profit or Loss
Mandatory financial assets at
fair value through profit or
loss
Financial assets measured at
amortized cost cash and cash
equivalents
Financial assets measured at
amortized cost
Notes Receivables
Accounts receivable
(Including related parties)
Other account receivable
(Including related parties)
Refundable Deposit
Financial liabilities
Financial liabilities at fair value
through profit or loss
Financial liabilities
mandatorily measured at fair
value through profit or loss
Financial liabilities at amortized
cost
Short Term Loans
Notes Payable
Accounts payable (Including
related parties)
Other accounts payable
(Including related parties)
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits Received
Lease liabilities
March 31, 2024
December 31,
2023
$ 4,522,714
$ 1,364,106
920,042
6,049
1,478,832
29,410
90,526
$ 3,888,965
$ 9,383
$ 5,429,370
66
463,892
1,205,457
3,424,600
4,342,556
42,282
$ 14,908,223
$ 567,193
March 31, 2023
$ 4,441,141
$ 1,446,328
738,802
57
1,210,663
16,772
63,364
$ 3,475,986
$ 2,011
$ 5,573,861
71
324,140
1,981,353
2,613,557
3,555,667
52,498
$ 14,101,147
$ 577,858

$ 5,242,865
$ 1,562,811
1,004,085
5,767
1,283,583
32,095
90,917
$ 3,979,258
$ 11,059

$ 6,417,737
10,676
407,316
1,647,750
3,429,292
4,128,512
40,073
$ 16,081,356
$ 563,187

~63~

  1. Risk management policies

  2. (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.

  3. (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.

  4. Significant financial risks and degrees of financial risks

  5. (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
March 31, 2024
Foreign currency
(in thousand)
USD 39,253
CNY 61,803
JPY
151,050
USD 11,154
JPY
917,240
EUR 485
Exchange Book value
(NT$ in thousands)

rate
32.000
4.408
0.2115
32.000
0.2115
34.460

$ 1,256,083
272,426
31,947
356,930
193,996
16,718

~64~

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
March 31, 2023
Foreign currency (in
Exchange
rate
30.705
4.327
0.2172
30.705
0.2172
Exchange
rate
30.450
4.431
0.2288
30.450
0.2288
Book value
(NT$ in thousands)

thousand)
USD
40,189
CNY
65,620
JPY
184,753
USD
15,574
JPY
836,916
March 31, 2023
Foreign currency (in

$ 1,234,287
283,941
40,128
478,208
181,778
Book value
(NT$ in thousands)

thousand)
USD
46,574
CNY
31,301
JPY
66,293
USD
70,744
JPY
1,014,470

$ 1,418,174
138,696
15,168
2,154,168
232,111

B. Total exchange gains/losses, including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the three months ended March 31, 2024, and 2023, amounted to $35,825 and ($6,382), respectively.

~65~

  • C. The analysis of foreign currency risk due to significant exchange rate fluctuation is as follows:
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
Euro : NTD
January 1 to March 31, 2024
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other comprehensive
profit and loss affected
1%
$ 12,561
$ -
1%
2,724
-
1%
319
-
1%
( 3,569)
-
1%
( 1,940)
-
1%
( 167)
-
January 1 to March 31, 2024
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other comprehensive
profit and loss affected
1%
$ 12,561
$ -
1%
2,724
-
1%
319
-
1%
( 3,569)
-
1%
( 1,940)
-
1%
( 167)
-

Sensitivity Analysis
Fluctuation
Effect on
profit or loss
1%
$ 12,561
1%
2,724
1%
319
1%
( 3,569)
1%
( 1,940)
1%
( 167)

Fluctuation
1%
1%
1%
1%
1%
1%

$ -
-
-
-
-
-
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : NTD
RMB : NTD
JPY : NTD
Financial liabilities
Monetary items
USD : NTD
JPY : NTD
January 1 to March 31, 2023
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other comprehensive
profit and loss affected
1%
$ 14,182
$ -
1%
1,387
-
1%
152 -
1%
( 21,542)
-
1%
( 2,321)
-
January 1 to March 31, 2023
Sensitivity Analysis
Fluctuation
Effect on
profit or loss
Other comprehensive
profit and loss affected
1%
$ 14,182
$ -
1%
1,387
-
1%
152 -
1%
( 21,542)
-
1%
( 2,321)
-

Sensitivity Analysis
Fluctuation
Effect on
profit or loss
1%
$ 14,182
1%
1,387
1%
152
1%
( 21,542)
1%
( 2,321)

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 equity instrument price had increased/decreased by 1% with all other variables held constant, net

~66~

income after tax from equity instruments at fair value through profit or loss for the three months ended March 31, 2024, and 2023, would have increased/decreased by $41,943 and $35,529, respectively; other comprehensive income classified as equity investment at fair value through other comprehensive income would have both increased/decreased by $0.

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. The Group’s borrowings issued at floating interest rates were mainly denominated in New Taiwan dollars and U.S. dollars for the three months ended March 31 2024, and 2023.

  • 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 borrowing interest rate had increased/decreased by 0.25% with all other variables held constant, net income after tax for the three months ended March 31, 2024, and 2023, would have increased/decreased by $5,273 and $4,565, respectively, due to the change in interest expenses as a result of borrowings with floating interest rates.

  • (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

~67~

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 allowance for losses on accounts receivable are estimated by reference to loss rate based on historical and current information for a specific period, adjusted for the Group’s future considerations. A provision matrix as of March 31, 2024, December 31, 2023 and March 31, 2023 is as follows.

March 31, 2024
Expected loss rate
Total book value
Loss allowance
December 31, 2023
Not past due
0.01%
$1,026,023
-
Not past due
0.01%
$1,226,407
-
Not past due
0.01~1%
$ 946,717
-
Up to 30
days
0.04~31.54%
$173,506
-
Up to 30
days
0.05~33.11%
$171,778
-
Up to 30
days
0.05~1.95%
$151,343
-
31-90 days 91-180 days
More than
181 days past
Total
$1,325,925
( 42,342)
Total
$1,508,255
( 29,423)
Total
$1,227,745
( 17,082)

0.04~64.10%
$ 70,483
( 4,866)
31-90 days

1.40~100%
$ 33,400
( 15,155)
91-180 days


due
63.58~100%
$ 22,513
( 22,321)

More than
181 days past

0.05~66.19%
$ 78,432
( 4,540)
31-90 days
1.88%~5.7%
$108,758
( 3,761)

0.04~98.36%
$ 11,385
( 5,187)
91-180 days


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

More than
181 days past

Expected loss rate
Total book value
Loss allowance
March 31, 2023
Expected loss rate
Total book value
Loss allowance

5.24~18.19%
$ 8,949
( 2,668)


due
57.71~100%
$ 11,978
( 10,653)

~68~

  • 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
March 31
January 1
Reverse impairment loss
March 31
2024
Accounts Receivables
$ 29,423
12,919
$ 42,342
2023
Accounts Receivables
$ 20,597
( 3,515)
$ 17,082
  • (3) Liquidity risk

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

  • B. The remaining cash held by each operating entity will be transferred back to the Group’s finance department. The finance department of the Group invests the remaining funds in interest-bearing demand deposits, time deposits, financial assets at fair value through profit or loss, financial assets at amortized cost (time deposits with a maturity of more than 3 months and less than 12 months), as the instruments chosen have appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. Money market positions of $2,566,773, $2,284,019, and $2,184,889, respectively, held by the Group as of March 31, 2024, December 31, 2023, and March 31, 2023 are expected to generate immediate cash flows to manage liquidity risks.

~69~

  • 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
March 31, 2024
December 31,
2023
$ 1,469,512
-
105,000
8,420
$ 1,582,932
March 31, 2023
$ 932,708
600,000
-
8,420
$ 1,541,128

$ 780,290
250,000
-
8,326
$ 1,038,616
  • 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.

~70~

Non-derivative financial liabilities:

March 31, 2024
Non-derivative financial
liabilities:
Short Term Loans
Notes Payable
Accounts payable
(Including related parties)
Other accounts payable
(Including related parties)
Lease liabilities
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits
Received
December 31, 2023
Non-derivative financial
liabilities:
Short Term Loans
Notes Payable
Accounts payable
(Including related parties)
Other accounts payable
(Including related parties)
Lease liabilities
Corporate bonds payable
Long-term borrowings
(including current portion)
Guarantee Deposits
Received
Within 1 year 1 to 2 years
$ -
-
-
-
38,009
34,400
1,206,796
40,073

1 to 2 years
$ -
-
-
-
37,109
34,400
1,148,345
42,282
2 to 5 years
$ -
-
-
-
98,802
3,558,260
1,451,988
-
2 to 5 years
$ -
-
-
-
98,036
3,558,260
1,669,689
-
Over 5 years

$6,818,724
10,676
407,316
1,647,750
44,100
34,400
1,274,893
-
Within 1 year

$ -
-
-
-
442,359
-
453,248
-
Over 5 years

$5,429,370
66
463,892
1,205,457
45,788
34,400
1,320,782
-

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

~71~

Within 1 year
March 31, 2023
Non-derivative financial
liabilities:
Short Term Loans
$5,601,262
Notes Payable
71
Accounts payable (Including
related parties)
324,140
Other accounts payable
(Including related parties)
1,981,353
Lease liabilities
41,735
Corporate bonds payable
20,540
Long-term borrowings
(including current portion)
663,152
Guarantee Deposits
Received
-
Within 1 year
1 to 2 years
$ -
-
-
-
34,948
20,540
1,018,891
52,498
2 to 5 years
$ -
-
-
-
97,285
2,737,220
1,490,887
-
Over 5 years
$ -
-
-
-
462,458
-
514,305
-

(III) Fair value information

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

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

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

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

  5. Financial instruments not measured at fair value

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

~72~

  1. The related information for financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows:
March 31, 2024
Assets
Recurring fair value
measurements
Financial Liabilities 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
December 31, 2023
Assets
Recurring fair value
measurements
Financial Liabilities 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
$5,021,974
500
$5,022,474
$-
Level 1
$4,341,227
500
$4,341,727
$-
Level 2
$86,308
-
$86,308
$-
Level 2
$67,292
-
$67,292
$-
Level 3
$134,083
-
$134,083
$11,059
Level 3
$113,695
-
$113,695
$ 9,383
Total
$5,242,365
500
$5,242,865
$ 11,059
Total
$4,522,214
500
$4,522,714
$ 9,383

~73~

March 31, 2023
Assets
Recurring fair value
measurements
Financial Liabilities 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
$4,305,959
500
$4,306,459

$-
Level 2
$77,700
-
$77,700
$-
Level 3
$56,982
-
$56,982
$ 2,011
Total
$4,440,641
500
$4,441,141
$ 2,011
  1. The methods and assumptions adopted by the Group for assessing the fair value are as follows:

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

Shares of listed and OTC

company Open-end funds Market price Closing price Net Value

  • (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

~74~

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.

  • For the three months ended March 31, 2024 and 2023, there was no transfer between level 1 and level 2.

  • For the three months ended March 31, 2024, and 2023, the following chart is the movement of Level 3:

For the three months ended March 31, 2024, and 2023, the
movement of Level 3:
following chart is the
January 1, 2024
Acquisition cost of the period
Recognized in profit or loss of the period
Impact from exchange rate
March 31, 2024
January 1, 2023
Recognized in profit or loss of the period
Impact from exchange rate
March 31 2023
Financial instruments
$ 104,312
20,000
( 1,676)
388
$ 123,024
Financial instruments
$ 51,174
3,686
111
$ 54,971
  1. The quantitative information about the significant unobservable input value of the valuation model and the sensitivity analysis of the significant unobservable input value change used in the Level 3 fair value measurements are explained as follows:

March 31, 2024

Derivative
equity/liability
instruments:
Shares of non-listed
and non-OTC
company
Convertible bond
call/put options
Fair value
$134,083
( 11,059)
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Range
(weighted
average)
-
26.79%
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

~75~

December 31, 2023

Derivative
equity/liability
instruments:
Shares of non-listed
and non-OTC
company
Convertible bond
call/put options
March 31, 2023
Derivative
equity/liability
instruments:
Shares of non-listed
and non-OTC
company
Convertible bond
call/put options
Fair value
$113,695
( 9,383)
Fair value
$ 56,982
( 2,011)
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Valuation
technique
Net asset
value
method
Convertible
bond
evaluation
model
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Significant
unobservable
inputs
Net asset value
Stock price
volatility
Range
(weighted
average)
-
29.44%
Range
(weighted
average)
-
49.09%
Relationship
between inputs and
fair value
The higher the net
asset value, the
higher the fair value
The higher the stock
price volatility, the
higher the fair value
Relationship
between inputs and
fair value
The higher the net
asset value, the
higher the fair value
The higher the stock
price volatility, the
higher the fair value
  1. The 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:

March 31, 2024

March 31, 2024
Inputs
Financial
assets
Equity
instrumentsNet asset value
Debt
Stock price
volatility
Changes Recognized in profit or
loss

Favorable
changes
Adverse
changes
$ 1,341
($ 1,341)
30
( 30)
$ 1,371
($ 1,371)
Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-

loss

Favorable
changes
$ 1,341
30
$ 1,371

Favorable
changes
$ -
-
$-

± 1%
± 1%

~76~

Inputs
Financial
assets
Equity
instrumentsNet asset value
Debt
Stock price
volatility
Inputs
Financial
assets
Equity
instrumentsNet asset value
Debt
Stock price
volatility
Changes December 31, 2023
Recognized in profit or
loss

Favorable
changes
Adverse
changes
$ 1,137
($ 1,137)
20
( 10)
$ 1,157
($ 1,147)
March 31, 2023
Recognized in profit or
loss

Favorable
changes
Adverse
changes
$ 570 ($ 570)
10
( 10)
$ 580
($ 580)
Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-
Recognized in other
comprehensive income
Favorable
changes
Adverse
changes
$ -
$ -
-
-
$-
$-

± 1%
± 1%
Changes

loss

Favorable
changes
$ 570
10
$ 580

Favorable
changes
$ -
-
$-

± 1%
± 1%

XIII. Supplementary Disclosure

(I) Significant transactions information

  1. Loans to others: Please refer to Table 1.

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

  3. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table 3.

  4. 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.

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

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

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

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

~77~

  1. Engaged in derivative trading: None.

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

(II) Information on investees

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

(III) Information on investments in Mainland China

  1. Basic information: Please refer to Table 6.

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

  3. (IV) Information on Major Shareholders

Information on major shareholders: Please refer to Table 7.

XIV. Segment 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) Segments Information

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

January 1 to March 31, 2024:

Photomask and
semiconductor
segment
Revenue from external clients
$ 1,815,538
Segment revenue
($ 23,873)
Segment margin
$ 698,181
Segment margin include:
Depreciation
($ 293,204)
Amortization expense
($ 27,867)
Financial Costs
($ 72,640)
Interest income
$ 7,562
Investments income recognized by
using equity method
($ 10,600)
Segment assets
$ 21,334,198
Medical
segment
$ 34,510
($ 1,924)
($ 67,815)
($ 14,417)
($ 2,198)
($ 6,565)
$-
$-
$1,074,471
Total
$ 1,850,048
($ 25,797)
$ 630,366
($ 307,621)
($ 30,065)
($ 79,205)
$ 7,562
($ 10,600)
$22,408,669

~78~

January 1 to March 31, 2023:

Photomask and
semiconductor
segment
Revenue from external clients
$ 1,541,794
Segment revenue
($ 113,519)
Segment margin
$ 259,295
Segment margin include:
Depreciation
($ 191,594)
Amortization expense
($ 11,368)
Financial Costs
($ 53,857)
Interest income
$ 9,759
Investments income recognized by
using equity method
($ 12,963)
Segment assets
$ 18,924,049
Medical
segment
$ 21,796
$-
($ 39,909)
($ 7,605)
($ 202)
($ 3,485)
$ 7
$-
$ 474,887
Total
$ 1,563,590
($ 113,519)
$ 219,386
($ 199,199)
($ 11,570)
($ 57,342)
$ 9,766
($ 12,963)
$19,398,936

(III) 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.

~79~

Taiwan Mask Corporation and Subsidiaries

Loans to Others

January 1 to March 31, 2024

Table 1

Unit: NTD in thousand

(Unless otherwise specified)

No.
(Note1)
Companythat lent funds
Borrowing party
General ledger account
Related
party?
Maximum Balance for
the Period
Endingbalance
Amount Actually
Drawn
Range of
interest rate
Nature of loan
Amount of
transaction with
borrower
Reason for short-
term financing
Amount of
recognized
impairment loss

Collateral
Limit on loans granted
to a singleparty
Ceiling on total loan
granted
Note
Name
Value
1
Youe Chung Capital
Corporation
Moment Semiconductor, Inc.
Other Receivables-Related Parties
Y
30,000
-
-
2.7%
Short-term
financing
-
Working Capital
Turnover
-
1
Youe Chung Capital
Corporation
Aptos Technology INC.
Other Receivables-Related Parties
Y
390,000
310,000
310,000
2.7%
Short-term
financing
-
Working Capital
Turnover
-
1
Youe Chung Capital
Corporation
Xsense Technology
Corporation (B.V.I.) Taiwan
B
h
Other Receivables-Related Parties
Y
300,000
300,000
270,000
2.7%
Short-term
financing
-
Working Capital
Turnover
-
1
Youe Chung Capital
Corporation
Innova Vision INC.
Other Receivables-Related Parties
Y
150,000
150,000
150,000
2.7%
Short-term
financing
-
Working Capital
Turnover
-
2
Miracle Technology Co.,
LTD.
Aptos Technology INC.
Other Receivables-Related Parties
Y
170,000
170,000
170,000
2.7%
Short-term
financing
-
Working Capital
Turnover
-
3
Miko-China Enterprise
(Shanghai) Co., Ltd.
Sichuan Miracle Power
Technology Co., Ltd.
Other Receivables-Related Parties
Y
44,080
44,080
44,080
2.509%
Short-term
financing
-
Working Capital
Turnover
-
4
Pilot Qiangxiang Co., Ltd.
Xsense Technology
Corporation (B.V.I.) Taiwan
Other Receivables-Related Parties
Y
100,000
50,000
50,000
2.7%
Short-term
financing
-
Working Capital
Turnover
-
None
-
1,533,731
1,533,731
Note 6
Promissory note
310,000
1,533,731
1,533,731
Note 6
Promissory note
300,000
1,533,731
1,533,731
Note 6
Promissory note
150,000
1,533,731
1,533,731
Note 6
Promissory note
170,000
175,799
175,799
Note 4
None
-
165,213
165,213
Note 8
Promissory note
50,000
157,182
157,182
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) If there is a need for short-term financing between companies or inter-institutions, the loan amount to each borrower shall not exceed 40% of the Company’s net worth.

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

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

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

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

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

  • (4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, or loans to the Company from any overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares are not restricted by the abovementioned paragraphs. However, the total loan amount, limits for each individual borrower, and the period of loan should be specified. However, the total amount of funds to be loaned and the limits for individual borrowers should be set, and the period for which funds should be loaned should be clearly defined. The total amount of loans lent between the overseas companies or to the parent company and the limit for each limit are specified as follows: I. The total amount loans to enterprises shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed 40% of the Company net value. II. For overseas companies that have business dealings with each other, the individual loan amount shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.

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

  • (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) If there is a need for short-term financing between companies or inter-institutions, the loan amount to each borrower shall not exceed 40% of the Company’s net worth.

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

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

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

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

  • (3) If there is a need for short-term financing between companies or inter-institutions, the loan amount to each borrower shall not exceed 40% of the Company’s net worth.

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) If there is a need for short-term financing between companies or inter-institutions, the loan amount to each borrower shall not exceed 40% of the Company’s net worth.

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

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

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

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

  • Note 8: Miko-China Enterprise (Shanghai) Co., Ltd. Endorsement and Guarantee Procedures:

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

  • (2) If there is a need for short-term financing between companies or inter-institutions, the loan amount to each borrower shall not exceed 40% of the Company’s net worth.

Page 1, Table 1

Taiwan Mask Corporation and subsidiaries

Endorsement/guarantee provided to others

January 1 to March 31, 2024

Table 2

Unit: NTD in thousand (Unless otherwise specified)

No.
(Note 1)
Endorser/guarantor
Partybeingendorsed/guaranteed
Limits on
Endorsement/Guarantee
Amount Provided to
Maximum Balance of
Endorsement/Guarantee
for the Period
Ending Balance of
Endorsement/Guarante
e
Amount Actually
Drawn
Amount of
Endorsement/Gu
arantee
Ratio of Accumulated
Endorsement/Guarantee to
Net Equity per Latest
Maximum
Endorsement/Guarantee
Amount Allowable
(Note 3, 4, 5, 6)
Guarantee
provided by
parent company
Guarantee
provided by
parent company
Guarantee
Provided to
Subsidiaries in
Mainland China Note
Name of Company
Relationship
(Note 2)
0
Taiwan Mask Corporation
Miracle Technology Co.,
LTD.
2
$ 229,550
$ 221,060
$ 128,000
$ - $ -
2.35%
$ 2,176,702
Y
N
N
Note 3
1
Miracle Technology Co., LTD. Xsense Technology
Corporation (B.V.I.) Taiwan
Branch
1
175,799
150,000
150,000
150,000
150,000
34.13%
175,799
N
N
N
Note 6
1
Miracle Technology Co., LTD. Aptos Technology INC.
1
175,799
20,000
20,000
20,000
20,000
4.55%
175,799
N
N
N
Note 6
2
Miko-China Enterprise
(Shanghai) Co., Ltd.
Miracle Technology Co.,
LTD.
3
413,031
224,808
224,808
224,808
224,808
54.43%
413,031
N
Y
N
Note 5
3
Pilot Qiangxiang Co., Ltd.
ADL Energy Corp
2
157,182
30,000



0.00%
157,182
Y
N
N
Note 7
3
Pilot Qiangxiang Co., Ltd.
Youe Chung Capital
Corporation
3
157,182
100,000
100,000
100,000
100,000
26.79%
157,182
N
Y
N
Note 7
Note 1: The description of the number columns are as follows:
(1)
Fill in “0” for the issuer.
(2)
The investee company is numbered in sequence starting from the Arabic numeral 1 according to company type.
Note 2: The relationship between the guarantor and the guarantee are one of the seven types indicated below:
(1)
A company with which it does business.
(2)
A company in which the Company directly and indirectly holds more than 50% of the voting shares.
(3)
A company that directly and indirectly holds more than 50% of the voting shares in the Company.
(4)
Companies in which the Company holds, directly or indirectly, 90%, or more of the voting shares may make endorsements/guarantees for each other.
(5)
A company that is mutually insured by a contract between peers or co-founders based on the needs of the contracted work.
(6)
A company that is guaranteed by all contributing shareholders in proportion to their shareholdings due to a joint investment relationship.
(7)
Companies that are engaged in joint and several guarantees for the performance guarantee of pre-sale housing sales contracts in accordance with the regulations of the Consumer Protection Act.
Note 3: The Company’s endorsement and guarantee practices for others provide that:
(1)
The total amount of the Company’s external endorsement guarantee shall not exceed 30% of the Company’s paid-in capital.
(2)
The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.
(3)
Companies with which the Company has a parent-child relationship: The endorsement and guarantee for a single enterprise shall not exceed 10% of the Company’s paid-in capital and the company’s paid-in capital being endorsed and guaranteed.
(4)
The aggregate amount of the endorsement and guarantee of the Company and its subsidiaries as a whole shall not exceed 40% of the net worth of the Company, of which the endorsement and guarantee of a single subsidiary shall not exceed 20% of the net worth of the Company.
Note 4: Subsidiary - Adl Engineering Inc. Endorsement and Guarantee Procedures:
(1)
The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company’s most recent audited or reviewed financial statements.
(2)
The amount of the endorsement guarantee for a single enterprise shall not exceed 30% of the net value of the company’s most recent audited or reviewed financial statements.
(3)
The Company and its subsidiaries shall state in the shareholders’ meeting the necessity and reasonableness of any endorsement or guarantee of more than 50% of the net value of the Company’s most recent audited or reviewed financial statements.
Note 5: Miko-China Enterprise (Shanghai) Co., Ltd. Endorsement and Guarantee Procedures:
The total amount of endorsement guarantee liability is limited to RMB 30 million, and the amount of endorsement guarantee for a single enterprise shall not exceed RMB 30 million; however, for the parent company that directly or indirectly holds, through a subsidiary, more than 50% of the common stock equity of a company, it
may endorse up to its net value.
Note 6: Subsidiary - Miracle Technology Co., Ltd. Endorsement and Guarantee Procedures:

The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company’s most recent audited or reviewed financial statements. Note 7: Subsidiary - Pilot Qiangxiang 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.

Page 1, Table 2

Taiwan Mask Corporation and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)March 31, 2024

Table 3

Unit: NTD thousands (unless otherwise specified)

Company name of the
shareholding
Marketable securities
Relationshipwith the marketable securities issuer
General ledger account
End ofperiod
Number of shares
Book value
Ownership
Fair value
Note

Taiwan Mask Corporation
Common stocks of United Microelectronics Corporation
None
Financial Assets at Fair Value Through Profit or Loss - Current
Taiwan Mask Corporation
Common shares of China Steel Structure Co., Ltd.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Taiwan Mask Corporation
Common stocks of Avision Inc. through private placement.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Taiwan Mask Corporation
Common Stock of 3S Silicon Tech Inc.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation Common stocks of United Microelectronics Corporation
None
Financial Assets at Fair Value Through Profit or Loss - Current
Youe Chung Capital Corporation Common stocks of Microtek International
None
Financial Assets at Fair Value Through Profit or Loss - Current
Youe Chung Capital Corporation Common stocks of Taiwan Mask
Parent company
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation Common shares of China Steel Structure Co., Ltd.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation Common stocks of EVERBRITE Technology
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation Image Match Design Inc.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation B Current Impact Investment Co., Ltd.
The Company is a director of that company
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation B Current Impact Investment Partnership
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation Intellectual Property Innovation Corporation Partnership Fund
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Youe Chung Capital Corporation Wisdom Capital Limited Partnership
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Jing Hao Investment Co., Ltd.
G-TECH ELECTRONICS LTD.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Jing Hao Investment Co., Ltd.
Memchip Technology Co., Ltd.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
Aptos Technology INC.
Common stocks of TOPFUN TECHNOLOGY INC.
None
Financial Assets at Fair Value Through Other Comprehensive Income - Non Current
Adl Engineering INC.
Franklin Templeton SinoAm Asia Pacific Balanced Fund-Accu.
Beneficiary Certificate
None
Financial Assets at Fair Value Through Profit or Loss - Current
Miko-China Enterprise
(Shanghai) Co., Ltd.
Common stocks of Shenzhen He Mei Jing Yi Semiconductor
Technology Co., Ltd.
None
Financial Assets at Fair Value Through Profit or Loss - Non Current
7,554,000
$ 394,319
0.06%
$ 394,319
14,334,000
914,510
7.17%
914,510
10,000,000
56,100
4.61%
56,100
1,000,000
30,208
2.69%
30,208
5,680,000
296,496
0.05%
296,496
40,966,000
997,522
19.92%
997,522
35,331,440
2,402,538
13.77%
2,402,538
24,999,000
1,594,936
12.50%
1,594,936
12,798,000
824,191
19.99%
824,191
378,000
2,925
2.26%
2,925
1,000,000
10,000
10.00%
10,000
500,000
5,000
-
5,000
-
20,000
-
20,000
-
75,000
-
75,000
1,097,092
-
8.08%
-
187,915
-
3.13%
-
100,000
-
12.27%
-
50,000
500
-
500
400,000
21,158
0.31%
21,158

Page 1, Table 3

Taiwan Mask Corporation and Subsidiaries

Significant inter-company transactions during the reporting periods

January 1 to March 31, 2024

Table 4

Unit: NT$ Thousand

(Unless otherwise specified)

Status of transaction

Percentage of consolidated total operating
No. Relationship with the General ledger revenues or total assets
(Note
0
1) Name of the counterparty
Taiwan Mask Corporation
Counterparty
Miracle Technology Co., LTD.
counterparty
1
account
Sales
Amount 2,425 Transaction terms
Net 60
~~(Note 3)~~
0.13%
0 Taiwan Mask Corporation Miracle Technology Co., LTD. 1 Endorsement and guarantee 128,000 Same with other customers 0.57%
0 Taiwan Mask Corporation Miracle Technology Co., LTD. 1 Accounts Receivables 4,016 Net 60 0.02%
0 Taiwan Mask Corporation Miracle International Enterprise (Shanghai) Co., Ltd. 1 Sales 4,010 Net 60 0.22%
0 Taiwan Mask Corporation Miracle International Enterprise (Shanghai) Co., Ltd. 1 Accounts Receivables 3,811 Net 60 0.02%
0 Taiwan Mask Corporation Aptos Technology INC. 1 Rental income 13,021 Same with other customers 0.70%
0 Taiwan Mask Corporation Aptos Technology INC. 1 Other Receivables 34,341 Same with other customers 0.15%
0 Taiwan Mask Corporation Innova Vision INC. 1 Rental income 4,368 Same with other customers 0.24%
0 Taiwan Mask Corporation Innova Vision INC. 1 Other Receivables 39,252 Same with other customers 0.18%
0 Taiwan Mask Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 1 Rental income 12,148 Same with other customers 0.66%
0 Taiwan Mask Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 1 Other Receivables 24,623 Same with other customers 0.11%
1 Miracle Technology Co., LTD. Aptos Technology INC. 3 Other receivables (loans of funds) 170,000 Receipt and payment at an agreed time 0.76%
1 Miracle Technology Co., LTD. Aptos Technology INC. 3 Other Receivables 1,144 Receipt and payment at an agreed time 0.01%
1 Miracle Technology Co., LTD. Aptos Technology INC. 3 Interest income 1,144 Receipt and payment at an agreed time 0.06%
1 Miracle Technology Co., LTD. Xsense Technology Corporation (B.V.I.) Taiwan Branch 3 Endorsement and guarantee 150,000 Same with other customers 0.67%
1 Miracle Technology Co., LTD. Miracle International Enterprise (Shanghai) Co., Ltd. 3 Sales 12,677 Net 30 0.69%
1 Miracle Technology Co., LTD. Miracle International Enterprise (Shanghai) Co., Ltd. 3 Accounts Receivables 1,834 Net 30 0.01%
1 Miracle Technology Co., LTD. Aptos Technology INC. 3 Endorsement and guarantee 20,000 Same with other customers 0.09%
2 Miko-China Enterprise (Shanghai) Co., Ltd. Miracle Technology Co., LTD. 3 Endorsement and guarantee 224,808 Same with other customers 1.00%
2 Miko-China Enterprise (Shanghai) Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. 3 Other receivables (loans of funds) 44,080 Receipt and payment at an agreed time 0.20%
3 Sichuan Miracle Power Technology Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. 3 Sales 1,965 Net 30 0.11%
4 Youe Chung Capital Corporation Aptos Technology INC. 3 Other receivables (loans of funds) 310,000 Receipt and payment at an agreed time 1.38%
4 Youe Chung Capital Corporation Aptos Technology INC. 3 Other Receivables 1,254 Receipt and payment at an agreed time 0.01%
4 Youe Chung Capital Corporation Aptos Technology INC. 3 Interest income 1,825 Receipt and payment at an agreed time 0.10%
4 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 3 Other receivables (loans of funds) 270,000 Receipt and payment at an agreed time 1.20%
4 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 3 Other Receivables 2,488 Receipt and payment at an agreed time 0.01%
4 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 3 Interest income 1,818 Receipt and payment at an agreed time 0.10%
4 Youe Chung Capital Corporation Innova Vision INC. 3 Other receivables (loans of funds) 150,000 Receipt and payment at an agreed time 0.67%
4 Youe Chung Capital Corporation Innova Vision INC. 3 Other Receivables 1,210 Receipt and payment at an agreed time 0.01%
5 Pilot Qiangxiang Co., Ltd. Xsense Technology Corporation (B.V.I.) Taiwan Branch 3 Other receivables (loans of funds) 50,000 Receipt and payment at an agreed time 0.22%
5 Pilot Qiangxiang Co., Ltd. Youe Chung Capital Corporation 3 Endorsement and guarantee 100,000 Same with other customers 0.45%
6 iPro Vision Inc. Innova Vision INC. 2 Sales 1,244 Receipt and payment at an agreed time 0.07%
  • 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.

Page 1, Table 4

Taiwan Mask Corporation and Subsidiaries

Table 5

Names, locations and other information of investee companies (not including investees in Mainland China)

January 1 to March 31, 2024

Unit: NTD in thousand (Unless otherwise specified)

Name of Investor
Investee
Location
Main business activities
Initial investment amount Shares held at the end of theperiod
Profit (loss) of the investee
~~for the current eriod~~
Investment profit (loss)
~~reconized for the current~~
Note
Number of

Ownership
Book value
Balance at the end of

End of the
Taiwan Mask Corporation
Sunny Lake Park International Holdings, Inc.
British Virgin Islands Re-investment
Taiwan Mask Corporation
Youe Chung Capital Corporation
Taiwan
Re-investment
Taiwan Mask Corporation
Advagene Biopharma Co., Ltd.
Taiwan
Medical, R&D, manufacturing
Taiwan Mask Corporation
Miracle Technology Co., LTD.
Taiwan
Electronics components manufacturing,
electronics materials and precision equipment
distribution and power component design
Taiwan Mask Corporation
Weida Hi-Tech Co., Ltd.
Taiwan
Display panel control chip and other module’s
research, design, development, manufacturing
and sales
Taiwan Mask Corporation
Innova Vision INC.
Taiwan
Manufacturing, retail, wholesale and
international trade of medical equipment
Taiwan Mask Corporation
ONE TEST SYSTEMS
United States
Research, development and design of test
equipment and related components
Taiwan Mask Corporation
Pilot Qiangxiang Co., Ltd.
Taiwan
Electronic parts and components and energy
technical services
Taiwan Mask Corporation
TrueLight Corporation
Taiwan
Optical fiber communication related products
Youe Chung Capital
Corporation
Advagene Biopharma Co., Ltd.
Taiwan
Medical, R&D, manufacturing
Youe Chung Capital
Corporation
Xsense Technology Corporation
British Virgin Islands Precious metal coating
Youe Chung Capital
Corporation
Xsense Technology Corporation (B.V.I.) Taiwan
Branch
Taiwan
Precious metal coating
Youe Chung Capital
Corporation
Aptos Technology INC.
Taiwan
Design, packaging and testing of NAND flash
memory, solid state drives and the related
products
Youe Chung Capital
Corporation
Innova Vision INC.
Taiwan
Manufacturing, retail, wholesale and
international trade of medical equipment
Youe Chung Capital
Corporation
Digital-Can Tech. Co., Ltd.
Taiwan
3D Printing and Plastic Mold Design
Youe Chung Capital
Corporation
Pilot Qiangxiang Co., Ltd.
Taiwan
Electronic parts and components and energy
technical services
Youe Chung Capital
Corporation
Moment Semiconductor, Inc.
Taiwan
Retail and wholesale of memory products
Aptos Technology INC.
New Sunrise Limited
Samoa
Re-investment
ADL Energy Corp
Aptos Global Holding Corp.
Seychelles
Re-investment
Miracle Technology Co., LTD. Jing Hao Investment Co., Ltd.
Taiwan
Re-investment
Jing Hao Investment Co., Ltd. Miko Technology Co., Ltd
Hong Kong
Electronics components manufacturing,
electronics materials and precision equipment
distribution and power component design
~~i d~~
~~i~~
$ 103,045 $ 103,045
1,260,000
1,260,000
165,691
165,691
252,651
252,651
293,371
293,371
598,721
598,721
121,372
121,372
180,000
180,000
410,400
-
75,021
75,021
325,965
325,965
-
-
434,692
434,692
151,533
151,533
139,072
139,072
178,500
178,500
40,000
40,000
-
-
29,795
29,795
10,012
10,012
37
37
~~p~~
~~g~~
~~h~~

3,120,000
100%
$ 5,940
$ 17
$ 17

534,877,568
100%
1,493,986
334,342
479,420

12,549,652
23.51%
29,225 (
15,656)
(
3,750)

22,955,033
100%
475,607 (
6,132)
(
6,132)

12,176,880
28.20%
21,353 (
19,776)
(
4,775)

37,813,134
75.32%
91,571 (
65,861)
(
51,130)

940,000
100%
89,414
0
(
4,915)

3,600,000
20.00%
101,927 (
19,705)
(
4,634)

13,500,000
12.11%
409,268 (
89,902)
(
1,132)

3,216,223
6.03%
7,507 (
15,656)
(
943)

1
100.00%
6,291
44
44

12,189,191
53.00%
(
22,274) (
34,139)
(
18,980)

28,481,161
47.19%
(
248,510) (
54,103)
(
26,690)

94,370
0.19%
325 (
65,861)
(
124)

7,281,250
57.39%
102,159 (
5,444)
(
4,347)

7,000,000
38.89%
209,606 (
19,705)
(
12,242)

4,000,000
53.33%
27,971 (
3,637)
(
1,940)

-
100%
-
-
-
Note

10,000,000
100%
-
-
-

25,860,907
100%
340,094
10,671
10,671

10,000
100%
6,941 (
60)
(
60)

Page 1, Table 5

Taiwan Mask Corporation and Subsidiaries

Names, locations and other information of investee companies (not including investees in Mainland China)

January 1 to March 31, 2024

Table 5

Unit: NTD in thousand (Unless otherwise specified)

Name of Investor
Investee
Location
Main business activities
Initial investment amount
Shares held at the end of theperiod
Profit (loss) of the investee
~~for the eriod~~
Investment profit (loss)
~~reconized for the eriod~~
Note
Balance at the end of

End of the

Number of

Ownershi
Book value
Innova Vision INC.
Innova Technology
Taiwan
Sales of contact lens
Innova Vision INC.
Innova Vision (B.V.I) Inc.
British Virgin Islands Re-investment
Innova Vision INC.
iPro Vision Inc.
Japan
Sales of contact lens
Innova Vision (B.V.I) Inc.
iPro Vision Inc.
Japan
Sales of contact lens
Pilot Qiangxiang Co., Ltd.
ADL Energy Corp
Taiwan
Electronic parts and components and energy
technical services
~~p~~
~~g p~~
~~i d~~
~~i~~
~~h~~
64,650
64,650
3,000,000
100% (
3,421) (
25) (
25)
60,157
60,157
1,000,000
100% (
1,179) (
2) (
2)
84,204
84,204
6,400
52.03% (
1,475) (
4) (
2)
56,420
56,420
5,900
47.97% (
1,359) (
4) (
2)
413,050
413,050
11,984,526
100%
73,648
5,338
5,338

Note: As of March 31, 2024, the funds for shares have not been remitted.

Page 2, Table 5

Taiwan Mask Corporation and Subsidiaries

Information on investments in Mainland China

January 1 to March 31, 2024

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Table 6
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----- Start of picture text -----

Unit: NTD in thousand
----- End of picture text -----

Investee in Mainland China
Main business activities
Paid-upcapital
Investment method
(Note 1)
Accumulated amount
of remittance from
Taiwan to China
(Unless otherwise specified)
Amount remitted from Taiwan to
China/Amount remitted back to
Taiwan for theperiod
Accumulated amount of
remittance from Taiwan to
China
Profit (loss) of the
investee for the current
period
Ownership held by the
Company (direct or indirect)
Investment
income (loss)
recognized by the
Company for the
current period
(Note 2)
Ending carrying
amount
Accumulated amount
of
investment income
remitted back to
Taiwan
Note
Remitted to
Remitted back
Miko-China Enterprise (Shanghai) Co., Ltd. Electronics
components
manufacturing, electronics materials
and precision equipment distribution
and power component design
$ 3,283
1
$ 3,283
Miracle International Enterprise (Shanghai)
Co., Ltd.
Electronics
components
manufacturing, electronics materials
and precision equipment distribution
and power component design
10,215
1
10,215
Sichuan Miracle Power Technology Co., Ltd. IC product design, production and sales
53,676
3
-

$ - $ -
$ 3,283
$ 13,430
100%
$ 13,430
$ 413,031
$ -
Note 2 (2) B
-
-
10,215
(
3,411)
100%
(
3,411)
101,248
-
Note 2 (2) B,
Note 4
-
-
-
(
2,117)
100%
(
2,117)
53,886
-
Note 2 (2) B

Accumulated amount of remittance Investment amount Ceiling on investments in China from Taiwan to China as of the end of approved by the imposed by the Investment Name of Company the period Investment Commission Commission of MOEA Miracle Technology Co., LTD. $ 13,498 ~~f~~ $ ~~h i i~~ 13,498 ~~f~~ $ 263,699

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

  • (1) Directly invest in a company in Mainland China. (2) Through investing in an existing company in the third area (please specify the company), which then invested in Mainland China. (3). Others

  • Note 2: Investment income recognized by the Company for the current period (1) If it is still under preparation with no actual gain or loss, it shall be indicated in the box.

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

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

Page 1, Table 6

Taiwan Mask Corporation and Subsidiaries

Information on Major Shareholders

March 31, 2024

Table 7

Name of Main Shareholders Shares
No. of shares held
Ownership
Youe Chung Capital Corporation 35,331,440
13.77%

Page 1, Table 7