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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
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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 |
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| 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 |
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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$111,672 thousand, constituting 0.26% and 0.58% of the consolidated
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total assets as of March 31, 2024 and 2023, respectively. The shares of losses of affiliated companies recognized under the equity method were NT$(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
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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) |
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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 |
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| Current liabilities 2100 Short Term Loans 2120 Financial Liabilities at Fair Value Through Profit or Loss - Current 2130 Contract Liabilities - Current 2150 Notes Payable 2170 Accounts Payable 2200 Other Payables 2220 Other Payables - Related Parties 2230 Income Tax Liabilities for the Period 2250 Provision for Liabilities - Current 2280 Lease Liability - Current 2320 Long-term liabilities due within one year or one business cycle 2399 Other Current Liabilities - Other 21XX Total Current Liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term Loans 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
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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
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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
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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 Receivables -Related PartiesOther Receivables Other Receivables -Related PartiesInventories Prepayments Other Current Assets Other Non-Current Assets Net Changes of Liabilities related to Operating Activities Contract Liabilities Notes Payable Accounts Payable Accounts payable - Related party Other Payables 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)
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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
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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
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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
-
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.
-
The consolidated financial statement should be read in conjunction with the 2023 consolidated financial statement.
-
(II) Basis of Preparation
-
Except for the following items, these consolidated financial statements have been prepared under the historical cost convention.
-
(1) Financial assets and financial liabilities at fair value through profit or loss (including derivatives).
-
(2) Financial Assets at Fair Value Through Other Comprehensive Income.
-
(3) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
~13~
- 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
- 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.
- 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 |
-
The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
The Group has no cash and cash and cash equivalents pledged to others.
~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 |
- 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~
-
Please see Note 8 on how the Group provides financial assets at fair value through profit or loss as a pledged collateral.
-
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 |
- 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 |
-
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.
-
Please see Note VIII on how the Group provides financial assets at amortized cost as a pledged collateral.
(IV) Notes and accounts receivable
| Notes Receivables Accounts Receivables Accounts Receivables -RelatedParties Less: Loss allowance |
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.
-
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.
-
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.
-
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
-
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.
-
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~
-
From January 1 to March 31, 2024, and 2023, no interest was capitalized.
-
The major components of the Group’s houses and buildings include land, buildings and factory renovation projects. Except for land, they are depreciated for 5 to 56 years.
-
Information on property, plant and equipment pledged to others as collateral is provided in Note 8.
-
The abovementioned property, plant and equipment of the Group are for self-use.
~28~
(VIII) Leasing arrangements - lessee
-
The underlying assets leased by the Group include land, buildings and company vehicles. Leasing contracts are typically made for periods of 3 to 20 years. Lease contracts are negotiated separately and include a variety of terms and conditions. There are no restrictions for the leased assets, except that they cannot be used as loan collaterals.
-
The lease periods of other equipment leased by the Group did not exceed 12 months.
-
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 |
-
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.
-
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~
-
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.
-
Options to extend or terminate leases
-
In determining lease terms, the Group takes into consideration all facts and circumstances that create economic incentives to exercise an option to extend or terminate leases. The assessment of lease period is reviewed if a significant event occurs which affects the assessment of options to extend or options not to terminate.
(IX) Leasing arrangements - lessor
-
The Group leases out assets such as buildings. The lease contracts are typically made for periods of 1 to 2 years. The terms of lease contracts are negotiated separately and include various terms and conditions. In order to preserve the condition of leased assets, the Group usually requires lessees not to pledge the underlying leased assets.
-
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.
-
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 |
- 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 |
- 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 |
-
For the three months ended on March 31, 2024, and 2023, no interest was capitalized.
-
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 |
-
The terms of issuance for the Group’s 3rd domestic unsecured convertible bonds are as follows:
-
(1) The Group has been approved by the competent authority to raise and issue $2,000,000 of the 3rd domestic unsecured convertible bonds, with a coupon rate of 0% and an issuance period of 5 years from August 3, 2021 to August 3, 2026. The convertible bonds are repayable in cash at par value on maturity. The convertible bonds were listed for trading on August 3, 2021.
-
(2) The bondholders may request the conversion of the convertible bonds into the Group’s common shares at any time from the day after the expiration of three months from the date of issuance of the corporate bonds to the maturity date, except during the period when the transfer of the corporate bonds is suspended in accordance with the regulations or laws, and the rights and obligations of the converted common shares are the same as those of the original issued common shares.
-
(3) The conversion price of the convertible bonds is determined in accordance with the pricing model stipulated in the Measures, and the conversion price will be adjusted in accordance with the pricing model stipulated in the Conversion Measures in the
~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) 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) 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) The expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2025 are $2,133.
-
(1) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (hereinafter referred to as the “New Plan”) under the Labor Pension Act (hereinafter referred to as the “Act”), covering all regular employees with domestic citizenship. Under the New Plan, the Company and its domestic subsidiaries contribute an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(2) For 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
- 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 |
|---|---|---|
-
Treasury stock
-
(1) Reasons for repurchase of shares and changes in the quantity:
| Company name of the shareholding Subsidiary: Youe Chung Capital Corporation The Company Company name of the shareholding Subsidiary: Youe Chung Capital Corporation The Company |
Reasons for buyback Subsidiary holds the company’s stock Transfer shares to employees Reasons for buyback Subsidiary holds the company’s stock Transfer shares to employees |
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
-
According to the Articles of Incorporation, any surplus from profit concluded at the end of year by the Company is first subject to reimbursement of previous losses and payment of taxes, followed by 10% provision for legal reserve and provision or reversal of special reserve as the laws may require. Any earnings remaining shall be distributed as shareholders’ dividends in whole or partially.
-
The Company takes into account the overall business environment, industrial growth, and the Company’s long-term financial planning for stable operation and development to adopt a residual dividend policy, which is mainly based on the Company’s future capital budgeting plan to measure the annual capital needs. After using the retained earnings for funding, the remaining surplus will be distributed in the form of dividends, and the distribution steps are shown as follows:
-
(1) Decide on the best capital budgeting.
-
(2) Decide on the financing required for one of the capital budgeting items.
-
(3) Decide on the amount of the financing to be supported by retained earnings (methods such as cash capital increase or corporate bonds and so on can be adopted as support).
-
(4) After retaining the portion required for operation needs out of the earnings remainder, the rest should be distributed to shareholders in the form of dividends. Cash dividends distribution proportion should not be lower than 20% of the total amount of dividends for the distribution proportion of the Company’s dividends.
-
Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of the legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
The Company’s Board 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.
-
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 |
|---|---|---|---|
-
Contract Asset and Contract Liability
-
(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 |
-
According to the Articles of Incorporation, the Company shall distribute not less than 10% of the current year’s profit situation for employee remuneration and not more than 2% of current year’s profit situation for director remuneration. However, profits must first be taken to offset against cumulative losses, if any.
-
For 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 |
- 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
-
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.
-
(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
- 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.
- 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 |
- 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
- 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 |
- 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~
-
Risk management policies
-
(1) The Group’s activities expose it to a variety of financial risks, including market risk (exchange rate, interest rate and price), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and performance.
-
(2) Risk management is carried out by a central finance department (Group finance) under policies approved by the Board of Directors. Group finance identifies, evaluates and hedges financial risks in close collaboration with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as currency exchange risk, interest rate risk, credit risk, the use of derivatives and non-derivative financial instruments and investment of excess liquidity.
-
Significant financial risks and degrees of financial risks
-
(1) Market risk
A. Foreign exchange risk
The Group’s operations involve certain non-functional currencies (the Company’s and certain subsidiaries’ functional currency is the New Taiwan dollar (NTD), and for other certain subsidiaries, the functional currency is the US Dollars, Japanese Yen and China’s Renminbi (RMB)), so it is subject to the impact of exchange rate fluctuation. The details of assets and liabilities denominated in foreign currencies whose values that would be materially affected by exchange rate fluctuations are as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD RMB : NTD JPY : NTD Financial liabilities Monetary items USD : NTD JPY : NTD Euro : NTD |
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
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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
-
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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) |
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- 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.
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- 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.
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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 - |
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| 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
-
The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in stocks of publicly traded or OTC firms and beneficiary certificates is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in stocks of non-publicly traded or non-OTC firms and private equity fund is included in Level 3.
-
Financial instruments not measured at fair value
Cash, notes receivable, accounts receivable, other receivable, short-term borrowings, notes payable, accounts payable and other payable as reasonable approximation of fair value.
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- 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 |
|---|---|---|---|---|
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| 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 |
|---|---|---|---|---|
-
The methods and assumptions adopted by the Group for assessing the fair value are as follows:
-
(1) The Group adopt market pricing as the input of fair value (i.e. Level 1), and the breakdown of the characteristics of the instrument is as follows:
Shares of listed and OTC
company Open-end funds Market price Closing price Net Value
-
(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
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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 |
- 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 |
|---|---|---|---|---|---|
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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 |
|---|---|---|---|---|---|
- 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% |
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| 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
-
Loans to others: Please refer to Table 1.
-
Provision of endorsements and guarantees to others: Please refer to Table 2.
-
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table 3.
-
Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.
-
Acquisition of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.
-
Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
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-
Engaged in derivative trading: None.
-
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
-
Basic information: Please refer to Table 6.
-
Significant transactions, either directly or indirectly through a third area, with investee companies in China: None.
-
(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 |
|---|---|---|
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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.
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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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Unit: NTD in thousand
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| 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