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TMC — Interim / Quarterly Report 2024
Dec 17, 2024
52014_rns_2024-12-17_01631b86-fb82-4b38-bdc0-f829d3198516.pdf
Interim / Quarterly Report
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Taiwan Mask Corporation and Subsidiaries Consolidated Financial Statements and Independent Auditor’s
Review Report Q2 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
’ Q2 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 ~ 6 |
| IV. | Consolidated Balance Sheet | 7 ~ 8 |
| V. | Consolidated Statement of Comprehensive Income | 9 |
| VI. | Consolidated Statement of Changes in Equity | 10 |
| VII. | Consolidated Statement of Cash Flows | 11 ~ 12 |
| VIII. | Notes to the Consolidated Financial Statements | 13 ~ 81 |
| (I) Company History |
13 | |
| (II) Date and procedures for passing the financial statement |
13 | |
| (III) Application of New and Revised International Financial Reporting |
||
| Standards | 13 ~ 14 | |
| (IV) Summary of Significant Accounting Policies |
14 ~ 20 | |
| (V) Critical Accounting Judgments and Key Sources of Estimation and |
||
| Uncertainty | 20 | |
| (VI) Summary of Significant Accounting Items |
20 ~ 62 |
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| Items | Page | |
|---|---|---|
| (VII) | Related Party Transactions | 62 ~ 65 |
| (VIII) | Pledged Assets | 66 |
| (IX) | Significant Contingent Liabilities and Unrecognized Contract | |
| Commitments | 66 | |
| (X) | Losses due to Major Disasters | 67 |
| (XI) | Major Events after Financial Statement Date | 67 |
| (XII) | Others | 67 ~ 80 |
| (XIII) | Supplementary Disclosure | 80 |
| (XIV) | Segment Information | 81 |
~3~
Independent Auditors’ Review Report (113) Tsai-Sheng-Bao-Zi No. 24001009
To Taiwan Mask Corporation,
Introduction
We have audited the accompanying consolidated balance sheets for the periods starting January 1 and ending June 30, 2024 and 2023, the consolidated statements of comprehensive income for the periods starting April 1 and ending June 30, 2024 and 2023 and starting January 1 and ending June 30, 2024 and 2023 and the consolidated statement of changes in equity and cash flows for the period starting January 1 and ending June 30, 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 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.
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Basis for qualified opinion
As stated in Note 4 (3) of the consolidated financial statements, the financial statements of the same period of some insignificant subsidiaries included in the abovementioned consolidated financial statements have not been reviewed by the CPA and the total amount of their assets as of June 30, 2024 and 2023 was NT$3,149,265 thousand and NT$2,706,511 thousand, accounting for 14.17% and 13.03% of the total consolidated assets, respectively; the total amount of their liabilities was NT$2,414,348 thousand and NT$1,806,911 thousand, accounting for 14.05% and 11.24% of the total consolidated liabilities, respectively; the total amount of comprehensive income from April 1 to June 30, 2024 and 2023 was NT$ (244,647) thousand and NT$(174,686) thousand and that from January 1 to June 30, 2024 and 2023 was NT$(452,603) thousand and NT$(351,208) thousand, accounting for 77.56%, (630.66%), (156.90%), and (208.14%) the total consolidated comprehensive income, 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 balance of investments using the equity method as of June 30, 2024 and 2023 was NT$80,584 thousand and NT$85,074 thousand, accounting for 0.36% and 0.41% of the total consolidated assets, respectively; the share of losses of affiliates recognized using the equity method from April 1 to June 30, 2024 and 2023 was NT$(7,524) thousand and NT$(26,528) thousand and that from January 1 to June 30, 2024 and 2023 was NT$(16,992) thousand and NT$(39,491) thousand, accounting for 2.39%, (95.77%), (5.89%), and (23.40%) of the consolidated comprehensive income, respectively.
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Qualified opinion
According to our results of the review, except for the part described by the basis for qualified opinion that the financial statement of insignificant subsidiaries and the investments using the equity method may affect adjustments to the consolidated financial statements upon the CPA’s review, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of June 30, 2024 and 2023, the results of the consolidated financial operations from April 1 to June 30, 2024 and 2023 and that from January 1 to June 30, 2024 and 2023 and the consolidated cash flows from January 1 to June 30, 2024 and 2023 in conformity with the Regulations Governing the Preparation of Financial Statements by Securities Issuers and IAS 34: interim financial reporting endorsed and issued into effect by the Financial Supervisory Commission of the Executive Yuan.
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-ShenZi No. 1090350620 August 7, 2024
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Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets June 30, 2024 and December 31 and June 30, 2023
| Assets | Notes | June 30,2024 Amount % $ 1,353,779 6 1,691,642 8 335,145 1 83,089 - 4,134 - 1,568,647 7 1,432 - 21,851 - 1,227 - 332 - 806,140 4 367,985 2 15,179 - 6,250,582 28 3,142,088 14 581,157 3 481,656 2 9,695,789 44 544,670 2 168,804 1 659,248 3 59,412 - 637,162 3 15,969,986 72 $ 22,220,568 100 |
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 June 30,2023 Amount % $ 1,987,268 10 1,562,695 8 295,522 1 98,956 - 96 - 1,142,110 6 989 - 121,106 1 - - 102 - 589,806 3 511,853 2 41,620 - 6,352,123 31 2,952,388 14 462,945 2 85,074 - 8,362,268 40 561,613 3 172,195 1 750,407 4 22,456 - 1,057,254 5 14,426,600 69 $ 20,778,723 100 |
|---|---|---|---|---|
| Amount $ 1,353,779 1,691,642 335,145 83,089 4,134 1,568,647 1,432 21,851 1,227 332 806,140 367,985 15,179 6,250,582 3,142,088 581,157 481,656 9,695,789 544,670 168,804 659,248 59,412 637,162 15,969,986 $ 22,220,568 |
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 $ 1,987,268 1,562,695 295,522 98,956 96 1,142,110 989 121,106 - 102 589,806 511,853 41,620 6,352,123 2,952,388 462,945 85,074 8,362,268 561,613 172,195 750,407 22,456 1,057,254 14,426,600 $ 20,778,723 |
||
| 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) |
(continued on next page)
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Taiwan Mask Corporation and Subsidiaries Consolidated Balance Sheets
June 30, 2024 and December 31 and June 30, 2023
| Liabilities and Equities | Notes | June 30,2024 | % 29 - 1 - 2 7 - - - - 5 1 45 14 15 1 2 - - - 32 77 11 7 4 7 - ( 5) 24 ( 1) 23 100 |
Unit: NT$ Thousand December 31,2023 June 30,2023 Amount % Amount % $ 5,429,370 26 $ 5,350,087 26 9,383 - 4,692 - 174,538 1 189,749 1 66 - 72 - 463,892 2 428,197 2 1,205,153 6 2,201,865 11 304 - - - 15,379 - 86,071 - 4,513 - - - 47,439 - 39,426 - 1,216,216 6 783,443 4 57,651 - 93,254 - 8,623,904 41 9,176,856 44 3,424,600 16 2,618,080 13 3,126,340 15 3,503,965 17 163,536 1 169,096 1 519,754 3 532,905 2 10,648 - 11,370 - 42,282 - 51,905 - - - 13,234 - 7,287,160 35 6,900,555 33 15,911,064 76 16,077,411 77 2,564,465 12 2,564,465 12 1,439,959 7 1,201,821 6 827,460 4 827,460 4 1,464,101 7 1,407,514 7 1,641 - ( 2,815) - ( 1,174,484) ( 6) ( 1,181,599) ( 6) 5,123,142 24 4,816,846 23 ( 13,238) - ( 115,534) - 5,109,904 24 4,701,312 23 $ 21,020,968 100 $ 20,778,723 100 |
|---|---|---|---|---|
| Amount $ 6,369,158 5,864 129,031 9,797 463,021 1,646,720 402 50,782 3,260 38,366 1,186,904 184,068 10,087,373 3,134,579 3,238,213 163,953 519,218 9,532 35,278 - 7,100,773 17,188,146 2,564,465 1,440,745 863,958 1,483,486 15,807 ( 1,167,369) 5,201,092 ( 168,670) 5,032,422 $ 22,220,568 |
Amount $ 5,429,370 9,383 174,538 66 463,892 1,205,153 304 15,379 4,513 47,439 1,216,216 57,651 8,623,904 3,424,600 3,126,340 163,536 519,754 10,648 42,282 - 7,287,160 15,911,064 2,564,465 1,439,959 827,460 1,464,101 1,641 ( 1,174,484) 5,123,142 ( 13,238) 5,109,904 $ 21,020,968 |
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| Current liabilities 2100 Short Term Loans 2120 Financial Liabilities at Fair Value Through Profit or Loss - Current 2130 Contract Liabilities - Current 2150 Notes Payable 2170 Accounts Payable 2200 Other Payables 2220 Other Payables - Related Parties 2230 Income Tax Liabilities for the Period 2250 Provision for Liabilities - Current 2280 Lease Liability - Current 2320 Long-term liabilities due within one year or one business cycle 2399 Other Current Liabilities - Other 21XX Total Current Liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term Loans 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 |
The accompanying notes are an integral part of the consolidated financial statements.
Managerial Officer: Lidon Chen
Chairman: Sean Chen
Accounting Supervisor: Yu-Ming Fang
~8~
Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Comprehensive Income January 1 to June 30, 2024 and 2023
| Items | Notes | April 1 to June 30, 2024 Amount % $ 1,997,876 100 ( 1,617,492) ( 81) 380,384 19 ( 82,659) ( 4) ( 28,913) ( 2) ( 95,689) ( 5) ( 26,781) ( 1) ( 234,042) ( 12) 146,342 7 8,800 1 6,178 - ( 384,766) ( 19) ( 94,305) ( 5) ( 15,272) ( 1) ( 479,365) ( 24) ( 333,023) ( 17) 13,406 1 ($ 319,617) ( 16) $ 4,186 - 4,186 - $ 4,186 - ($ 315,431) ( 16) ($ 244,849) ( 12) ( 74,768) ( 4) ($ 319,617) ( 16) ($ 240,663) ( 12) ( 74,768) ( 4) ($ 315,431) ( 16) ($ 1.15) ($ 1.15) |
April 1 to June 30, 2023 Amount % $ 1,799,891 100 ( 1,327,711) ( 74) 472,180 26 ( 70,198 ) ( 4) ( 129,929 ) ( 7) ( 97,207 ) ( 5) ( 11,091) ( 1) ( 308,425) ( 17) 163,755 9 10,967 1 109,759 6 ( 57,200 ) ( 3) ( 72,786 ) ( 4) ( 26,528) ( 2) ( 35,788) ( 2) 127,967 7 ( 84,783) ( 4) $ 43,184 3 ($ 15,485) ( 1) ( 15,485) ( 1) ($ 15,485) ( 1) $ 27,699 2 $ 100,343 6 ( 57,159) ( 3) $ 43,184 3 $ 84,858 5 ( 57,159) ( 3) $ 27,699 2 $ 0.49 $ 0.46 |
Unit: NT$ Thousand Earning (Loss) per Share in NTD January 1 to June 30, 2024 January 1 to June 30, 2023 Amount % Amount % $ 3,847,924 100 $ 3,363,481 100 ( 3,137,338)( 81) ( 2,464,241) ( 74) 710,586 19 899,240 26 ( 159,355) ( 4) ( 127,343) ( 4) ( 181,523) ( 5) ( 230,006) ( 7) ( 199,277) ( 5) ( 179,282) ( 5) ( 39,700)( 1) ( 7,576) - ( 579,855)( 15) ( 544,207) ( 16) 130,731 4 355,033 10 16,362 - 20,733 1 13,752 - 120,003 3 335,880 9 21,203 1 ( 173,510) ( 4) ( 130,128) ( 4) ( 25,872)( 1) ( 39,491) ( 1) 166,612 4 ( 7,680) - 297,343 8 347,353 10 ( 23,047)( 1) ( 165,291) ( 5) $ 274,296 7 $ 182,062 5 $ 14,166 1 ($ 13,323) - 14,166 1 ( 13,323) - $ 14,166 1 ($ 13,323) - $ 288,462 8 $ 168,739 5 $ 429,360 11 $ 308,394 9 ( 155,064)( 4) ( 126,332) ( 4) $ 274,296 7 $ 182,062 5 $ 443,526 12 $ 295,071 9 ( 155,064)( 4) ( 126,332) ( 4) $ 288,462 8 $ 168,739 5 $ 2.01 $ 1.50 $ 1.86 $ 1.39 |
|---|---|---|---|---|
| 4000 Operating income 5000 Operating costs 5900 Gross profit Operating Expenses 6100 Selling Expenses 6200 Administrative Expenses 6300 R&D Expenses 6450 Expected loss on credit impairment 6000 Total Operating Expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other Incomes 7020 Other Gains and Losses 7050 Financial Costs 7060 The share of affiliates and joint venture profits and losses recognized by the equity method 7000 Total Non-Operating Incomes and Losses 7900 Net profit (loss) before tax 7950 Income tax expense (or benefit) 8200 Net profit (loss) 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 Basic earnings per share (loss) 9750 Net profit (loss) for the period Diluted earnings per share (loss) 9850 Net profit (loss) for the period |
6(22) and 7 6(5) and 7 6(27) (28) and 7 12(2) 6(23) 6(24) and 7 6(25) 6(26) 6(6) 6(29) 6(21) 6(30) 6(30) |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Sean Chen
Managerial Officer: Lidon Chen
Accounting Supervisor: Yu-Ming Fang
~9~
Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to June 30, 2024 and 2023
Unit: NT$ Thousand
| January 1 to June 30, 2023 Balance as at January 1, 2023 Net profit for the period Other Comprehensive Profit or Loss Total comprehensive income for the year Distribution and appropriation of earnings for 2022 Legal capital reserve Cash dividends Distribution of cash from capital surplus Changes in shares of affiliates and joint ventures recognized under the equity method Subsidiaries donated treasury stock Treasury stocks transfer to employees Payment of overdue unclaimed dividends to shareholders Increase in non-controlling interests in mergers Balance as at June 30, 2023 January 1 to June 30, 2024 Balance as of January 1, 2024 Net profit for the period Other Comprehensive Profit or Loss Total comprehensive income for the year Distribution and appropriation of earnings for 2023 Legal capital reserve Cash dividends Changes in ownership interests in subsidiaries recognized Subsidiaries donated treasury stock Balance as of June 30, 2024 |
Notes | Equity | attributable to shareh | attributable to shareh | olders of theparent company | olders of theparent company | Non-controlling Interests |
Total Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital stock | Capital surplus | Retaine | d earnings | Other equityinterests | Treasurystock | Total | |||||||||||
| Legal reserve | Unappropriated earnings |
Financial statement translation differences of foreign operations |
Unrealized gain (loss) on investments on financial assets at fair value through other comprehensive income |
||||||||||||||
| 6(21) 6(20) 6 (19)(20) 6(19) 6(18) 6(18) 6(19) 6(21) 6(20) 6(19) 6(18) |
$ 2,564,465 - - - - - - - - - - - $ 2,564,465 $ 2,564,465 - - - - - - - $ 2,564,465 |
$ 1,251,681 - - - - - ( 49,797 ) 8 - - ( 71 ) - $ 1,201,821 $ 1,439,959 - - - - - 786 - $ 1,440,745 |
$ 769,952 - - - 57,508 - - - - - - - $ 827,460 $ 827,460 - - - 36,498 - - - $ 863,958 |
$ 1,729,293 308,394 - 308,394 ( 57,508 ) ( 572,665 ) - - - - - - $ 1,407,514 $ 1,464,101 429,360 - 429,360 ( 36,498 ) ( 373,477 ) - - $ 1,483,486 |
$ 13,174 - ( 13,323 ) ( 13,323 ) - - - - - - - - ($ 149 ) $ 4,307 - 14,166 14,166 - - - - $ 18,473 |
($ 2,666 ) - - - - - - - - - - - ($ 2,666 ) ($ 2,666 ) - - - - - - - ($ 2,666 ) |
($ 1,778,979 ) - - - - - - - 5,692 591,688 - - ($ 1,181,599 ) ($ 1,174,484 ) - - - - - - 7,115 ($ 1,167,369 ) |
$ 4,546,920 308,394 ( 13,323 ) 295,071 - ( 572,665 ) ( 49,797 ) 8 5,692 591,688 ( 71 ) - $ 4,816,846 $ 5,123,142 429,360 14,166 443,526 - ( 373,477 ) 786 7,115 $ 5,201,092 |
($ 112,713 ) ( 126,332 ) - ( 126,332 ) - - - - - - - 123,511 ($ 115,534 ) ($ 13,238 ) ( 155,064 ) - ( 155,064 ) - - ( 368 ) - ($ 168,670 ) |
$ 4,434,207 182,062 ( 13,323 ) 168,739 - ( 572,665 ) ( 49,797 ) 8 5,692 591,688 ( 71 ) 123,511 $ 4,701,312 $ 5,109,904 274,296 14,166 288,462 - ( 373,477 ) 418 7,115 $ 5,032,422 |
The accompanying notes are an integral part of the consolidated financial statements.
Managerial Officer: Lidon Chen
Chairman: Sean Chen
Accounting Supervisor: Yu-Ming Fang
~10~
Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Cash Flows January 1 to June 30, 2024 and 2023
| Cash Flow from Operating Activities Net Income (Loss) Before Tax Adjustments to Reconcile Net Income to Net Cash Flow from Operating Activities Revenues and Expenses Depreciation Amortization Expected loss on credit impairment Interest income Interest Expenses Subsidiaries donated treasury stock Dividend income Loss (gain) on financial assets 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 |
Unit: NT$ Thousand Notes January 1 to June 30,2024 January 1 to June 30,2023 $ 297,343 $ 347,353 6(27) 623,609 409,380 6(27) 48,675 25,178 12(2) 39,700 7,576 6(23) ( 16,362 ) ( 20,733 ) 6(26) 173,510 130,128 7 7,115 5,692 6(24) - ( 94,064 ) 6(25) ( 294,468 ) 93,855 6(25) ( 45 ) ( 101,102 ) 6(6) 25,872 39,491 6(25) ( 13,950 ) ( 401 ) 6(25) ( 1,459 ) - 6(25) 27,390 - ( 20,022 ) ( 27,686 ) 22,174 41,275 1,915 1,349 ( 129,541 ) 367,534 ( 1,406 ) 1,357 7,152 ( 13,291 ) ( 820 ) - ( 104,317 ) ( 138,750 ) ( 40,781 ) ( 225,968 ) ( 4,405 ) 31,553 ( 114 ) 29,269 ( 45,507 ) ( 52,515 ) 9,731 ( 79,729 ) ( 871 ) ( 7,869 ) - ( 284 ) 63,310 137,016 98 - ( 1,253 ) - 14,459 53,572 ( 1,116 ) ( 3,211 ) - 4,075 685,616 960,050 16,362 20,733 ( 149,902 ) ( 121,092 ) ( 22,804 ) ( 238,185) 529,272 621,506 |
|---|---|
(continued on next page)
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Taiwan Mask Corporation and Subsidiaries Consolidated Statement of Cash Flows January 1 to June 30, 2024 and 2023
| 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 outflows 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 Repayment of corporate bonds Treasury stocks transfer to employees Redemption of Lease Principal Increase (decrease) of refundable deposits Cash increase of non-controlling equity in Subsidiaries Payment of overdue unclaimed dividends Net Cash In-Flow (Out-Flow) from Funding Activities Adjustments of Exchange Rate Net increase (decrease) in cash and cash equivalents Beginning Balance of Cash and Cash Equivalents Ending Balance of Cash and Cash Equivalents |
Unit: NT$ Thousand Notes January 1 to June 30,2024 January 1 to June 30,2023 ( $ 122,719 ) ( $ 170,348 ) 132,899 79,948 6(6) ( 440,400 ) - 6(31) - ( 78,027 ) 6 (32) ( 943,157 ) ( 1,852,402 ) 36,859 401 6(11) ( 3,578 ) ( 26,786 ) ( 969 ) ( 21,286 ) ( 1,341,065 ) ( 2,068,500 ) 6 (33) 9,761,032 3,677,078 6 (33) ( 8,821,244 ) ( 3,050,670 ) 6 (33) 644,579 1,140,071 6 (33) ( 571,752 ) ( 663,250 ) 6 (33) ( 299,417 ) - - 591,688 6 (33) ( 25,207 ) ( 12,422 ) 6 (33) ( 7,004 ) 17,151 111,958 - - ( 71 ) 792,945 1,699,575 8,521 ( 15,270 ) ( 10,327 ) 237,311 1,364,106 1,749,957 6(1) $ 1,353,779 $ 1,987,268 |
|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Sean Chen
Managerial Officer: Lidon Chen
Accounting Supervisor: Yu-Ming Fang
~12~
Taiwan Mask Corporation and Subsidiaries Notes to the Consolidated Financial Statements
Q2 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 August 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.
The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the International Financial Reporting Standards recognized by the Financial Supervisory Commission in 2025:
~13~
Effective Date Issued Newly released/corrected/amended standards and interpretations by IASB Amendments to IAS No. 21 “Lack of Exchangeability” January 1, 2025
The Group believes that the adoption of aforementioned IFRSs will not have a significant effect on the financial position and performance.
(III) IFRS and IAS issued by the IASB but not yet recognized by the FSC.
The following table summarizes the applicable newly released, corrected and amended standards and interpretations of the IFRS and IAS issued by the IASB but not yet recognized by the FSC:
| Newly released/corrected/amended standards and interpretations Amendments to IFRS 9 and IAS 7 “Amendments to the Classification and Measurement of Financial Instruments” IFRS 10 and IAS 28 amendments, Sale or contribution of assets between an investor and its associate or joint venture IFRS 17 - Insurance contracts Amendment to IFRS 17 - Insurance contracts Amendments to IFRS 17 “First-time Adoption of IFRS 17 and IFRS 9 - Comparative Information” IFRS 18 “Presentation and Disclosure in Financial Statements” IFRS No. 19 “Subsidiaries without Public Accountability: Disclosures” Annual Improvements to IFRS - Volume 11 |
Effective Date Issued by IASB January 1, 2026 To be determined by the IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2027 January 1, 2027 January 1, 2026 |
|---|---|
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
~14~
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.
-
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 Subsidiary Name Taiwan Mask Corporation SunnyLake Park International Holding, Inc. Taiwan Mask Corporation Youe Chung Capital Corporation Taiwan Mask Corporation Miracle Technology CO., LTD. Taiwan Mask Corporation Innova Vision INC. |
Main Business Activity June 30, 2024 Name of Investor 100 Name of Investor 100 Electronics components manufacturing, electronics materials and precision equipment distribution and power component design 100 Manufacturing, retail, wholesale and international trade of medical equipment 75.32 |
Ownership (%) December 31, 2023 June 30, 2023 100 100 100 100 100 100 75.32 91.53 |
Explanation |
|---|---|---|---|
Note 7 Note 7 |
~15~
| Name of Investor Name Subsidiary Name Main Business Activity June 30, 2024 Taiwan Mask Corporation One Test Systems Research, development and design of test equipment and related components 100 Taiwan Mask Corporation Pilot Qiangxiang Co., Ltd. Electronic parts and components and energy technical services 20.00 Youe Chung Capital Corporation Innova Vision INC. Manufacturing, retail, wholesale and international trade of medical equipment 0.19 Youe Chung Capital Corporation Aptos Technology INC. Design, packaging and testing of NAND flash memory, solid state drives and the related products 47.19 Youe Chung Capital Corporation Xsense Technology Corporation Name of Investor 100 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch Precious metal coating 53.00 Youe Chung Capital Corporation Digital-Can Tech. Co., Ltd. 3D Printing and Plastic Mold Design 57.39 Youe Chung Capital Corporation Pilot Qiangxiang Co., Ltd. Electronic parts and components and energy technical services 38.89 Youe Chung Capital Corporation Moment Semiconductor, Inc. Retail and wholesale of memory products 53.33 Aptos Technology INC. ADL Energy Corp Electronic parts and components and energy technical services - Aptos Technology INC. New Sunrise Limited Name of Investor 100 Pilot Qiangxiang Co., Ltd. ADL Energy Corp Electronic parts and components and energy technical services 100 ADL Energy Corp Aptos Global Holding Corp. Name of Investor 100 Miracle Technology CO., LTD. Jing Hao Investment Co., Ltd. Name of Investor 100 Miracle Technology CO., LTD. Miracle International Enterprise (Shanghai) Co., Ltd. Electronics components manufacturing, electronics materials and precision 100 |
Ownership (%) December 31, 2023 June 30, 2023 100 - 20.00 - 0.19 0.23 47.19 47.19 100 100 53.00 53.00 57.39 57.39 38.89 58.33 53.33 53.33 - 100 100 100 100 - 100 100 100 100 100 100 |
Explanation Note 3, Note 7 Note 1, Note 6, Note 7 Note 7 Note 4, Note 7 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 |
|---|---|---|
~16~
| Name of Investor Name Subsidiary Name Jing Hao Investment Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. Jing Hao Investment Co., Ltd. MIKO Technology Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Miracle International Enterprise (Shanghai) Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. Innova Vision INC. Innova Technology Innova Vision INC. Innova Vision (B.V.I.) Inc. Innova Vision INC. iPro Vision Inc. Innova Vision (B.V.I) Inc. iPro Vision Inc. |
Main Business Activity June 30, 2024 equipment distribution and power component design Electronics components manufacturing, electronics materials and precision equipment distribution and power component design 100 Electronics components manufacturing, electronics materials and precision equipment distribution and power component design 100 IC product design, production and sales 79.17 IC product design, production and sales 20.83 Medical equipment retail and wholesale 100 Name of Investor 100 Medical equipment retail and wholesale 52.03 Medical equipment retail and wholesale 47.97 |
Ownership (%) December 31, 2023 June 30, 2023 100 100 100 100 79.17 79.17 20.83 20.83 100 100 100 100 52.03 52.03 47.97 47.97 |
Explanation |
|---|---|---|---|
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 June 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
~17~
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%.
-
Note 6: Pilot Battery Co., Ltd. was renamed as Pilot Qiangxiang Co., Ltd. in April 2024.
-
Note 7: The financial statements of June 30, 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 June 30, 2024, December 31, 2023 and June 30, 2024, the non-controlling interest amounted to (NT$168,670), (NT$13,238), and (NT$115,534), respectively. The following information shows subsidiaries that have non-controlling interests that are material to the Group:
| Group: | |||
|---|---|---|---|
| Name of Subsidiary Aptos Technology and its subsidiaries |
Non-controlling Interests June 30, 2024 Main location of business Amount Ownership in % Taiwan ($ 313,375) 52.81% |
December 31, 2023 Amount Ownership in % Explanation ($ 248,253) 52.81% |
|
Amount ($ 248,253) |
|||
| business Taiwan |
in % 52.81% |
| Name of Subsidiary Aptos Technology and its subsidiaries |
Main location of business Taiwan |
June 30, 2023 Amount ($ 194,793) |
Ownership in % 52.81% |
Explanation |
|---|---|---|---|---|
($ |
||||
~18~
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 June 30, 2024 December 31, 2023 $ 186,876 $ 248,931 401,831 501,076 ( 882,764) ( 857,464) ( 299,325) ( 362,617) ($ 593,382) ($ 470,074) |
June 30, 2023 $ 442,792 663,470 ( 1,078,997) ( 396,111) ($ 368,846) |
|---|---|---|
June 30, 2024 $ 186,876 401,831 ( 882,764) ( 299,325) ($ 593,382) |
Statement of Comprehensive Income
| Revenue Net loss before taxes Income tax benefits Net loss of current period from continuing operations Net loss Other comprehensive income (net after tax) Total comprehensive income for the year Total comprehensive income attributable to non-controlling interests 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 April 1 to June 30, 2024 April 1 to June 30, 2023 $ 135,725 $ 90,573 ( 69,205) ( 83,779) - 30 ( 69,205) ( 83,749) ( 69,205) ( 83,749) - - ($ 69,205) ($ 83,749) $- $- Aptos Technology and its subsidiaries January 1 to June 30, 2024 January 1 to June 30, 2023 $ 189,615 $ 174,816 ( 123,308) ( 178,404) - 15 ( 123,308) ( 178,389) ( 123,308) ( 178,389) - - ($ 123,308) ($ 178,389) |
Aptos Technology and its subsidiaries April 1 to June 30, 2024 April 1 to June 30, 2023 $ 135,725 $ 90,573 ( 69,205) ( 83,779) - 30 ( 69,205) ( 83,749) ( 69,205) ( 83,749) - - ($ 69,205) ($ 83,749) $- $- Aptos Technology and its subsidiaries January 1 to June 30, 2024 January 1 to June 30, 2023 $ 189,615 $ 174,816 ( 123,308) ( 178,404) - 15 ( 123,308) ( 178,389) ( 123,308) ( 178,389) - - ($ 123,308) ($ 178,389) |
|---|---|---|
January 1 to June 30, 2024 $ 189,615 ( 123,308) - ( 123,308) ( 123,308) - ($ 123,308) |
||
$ 174,816 ( 178,404) 15 ( 178,389) ( 178,389) - |
||
| ($ 178,389) |
~19~
Statements of Cash Flows
| Net cash outflow from operating activities Cash In-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 June 30, 2024 January 1 to June 30, 2023 ($ 67,304) ($ 49,890) 2,821 ( 38,882) 11,491 155,602 ( 52,992) 66,830 57,865 18,461 $ 4,873 $ 85,291 |
Aptos Technology and its subsidiaries January 1 to June 30, 2024 January 1 to June 30, 2023 ($ 67,304) ($ 49,890) 2,821 ( 38,882) 11,491 155,602 ( 52,992) 66,830 57,865 18,461 $ 4,873 $ 85,291 |
|---|---|---|
January 1 to June 30, 2024 ($ 67,304) 2,821 11,491 ( 52,992) 57,865 $ 4,873 |
||
($ 49,890) ( 38,882) 155,602 66,830 18,461 $ 85,291 |
(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 |
June 30, 2024 $ 731 1,316,743 36,305 $ 1,353,779 |
December 31, 2023 $ 629 1,332,772 30,705 $ 1,364,106 |
June 30, 2023 $ 673 1,572,371 414,224 $ 1,987,268 |
|---|---|---|---|
- 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.
~20~
- The Group has no cash and cash and cash equivalents pledged to others.
(II) Financial assets and liabilities at fair value through profit or loss
| Items June 30, 2024 Current items: Mandatory financial assets at fair value through profit or loss Shares of listed and OTC company $ 1,351,033 Beneficiary certificates - 1,351,033 Valuation adjustment 340,609 $ 1,691,642 Financial liabilities mandatorily measured at fair value through profit or loss Convertible bond call/put options $ 5,864 Non-current items: Mandatory financial assets at fair value through profit or loss Shares of listed and OTC company $ 2,689,504 Shares of non-listed and non- OTC company 125,515 Limited partnership 100,000 2,915,019 Valuation adjustment 227,069 $ 3,142,088 |
December 31, 2023 $ 1,351,033 500 1,351,533 275,003 $ 1,626,536 $ 9,383 $ 2,689,504 124,949 80,000 2,894,453 1,725 $ 2,896,178 |
June 30, 2023 $ 1,305,187 500 1,305,687 257,008 $ 1,562,695 $ 4,692 $ 2,674,972 112,233 22,500 2,809,705 142,683 $ 2,952,388 |
|---|---|---|
~21~
- Details of financial assets/liabilities at fair value through profit or loss recognized in profit or loss are as follows:
| Financial assets mandatorily measured at fair value through profit or loss Shares of listed and OTC company Convertible bond call/put options Beneficiary certificates Shares of non-listed and non-OTC company Financial assets mandatorily measured at fair value through profit or loss Shares of listed and OTC company Convertible bond call/put options Beneficiary certificates Shares of non-listed and non-OTC company |
April 1 to June 30, 2024 ($ 407,078) 5,195 45 ( 1,736) ($ 403,574) January 1 to June 30, 2024 $ 274,069 3,519 45 16,880 $ 294,513 |
April 1 to June 30, 2023 ($ 78,294) ( 2,681) - - ($ 80,975) January 1 to June 30, 2023 |
|---|---|---|
$ 6,242 1,005 - - $ 7,247 |
-
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.
~22~
(III) Financial assets measured at amortized cost
| Items Current items: Demand Deposit Time deposits Non-current items: Demand Deposit Time deposits Total |
June 30, 2024 $ 155,799 179,346 $ 335,145 $ 292,110 289,047 $ 581,157 |
December 31, 2023 $ 156,629 103,256 $ 259,885 $ 377,550 282,607 $ 660,157 |
June 30, 2023 $ 172,357 123,165 $ 295,522 $ 4,000 458,945 $ 462,945 |
|---|---|---|---|
- Financial assets at amortized cost is recognized in the profit or loss shown as follows:
| Interest income Interest income |
April 1 to June 30, 2024 $ 2,753 January 1 to June 30, 2024 $ 5,317 |
April 1 to June 30, 2023 $ 1,968 January 1 to June 30, 2023 |
|---|---|---|
$ 3,946 |
-
As of June 30, 2024, December 31, 2023 and June 30, 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 NT$916,302, NT$920,042, and NT$758,467, 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 |
June 30, 2024 $ 4,134 $ 1,637,771 1,432 1,639,203 ( 69,124) $ 1,570,079 |
December 31, 2023 $ 6,049 $ 1,508,229 26 1,508,255 ( 29,423) $ 1,478,832 |
June 30, 2023 $ 96 $ 1,170,284 989 1,171,273 ( 28,174) $ 1,143,099 |
|---|---|---|---|
~23~
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 Not past due Up to 30 days 31-90 days 91-180 days More than 181 days past due |
June 30, 2024 Accounts Receivables $ 1,254,784 202,205 73,236 58,989 49,989 $ 1,639,203 |
Notes Receivables $ 4,134 - - - - |
December 31, 2023 Accounts Receivables $ 1,226,407 171,778 78,432 11,385 20,253 $ 1,508,255 June 30, 2023 Accounts Receivables $ 855,817 183,222 52,190 61,294 18,750 $ 1,171,273 |
Notes Receivables $ 6,049 - - - - $ 6,049 Notes Receivables $ 96 - - - - $ 96 |
|---|---|---|---|---|
| $ 4,134 | ||||
The above is an aging report based on the number of days past due.
-
As of June 30, 2024, December 31, 2023 and June 30, 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 NT$1,504,719.
-
As of June 30, 2024, December 31, 2023 and June 30, 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 NT$1,570,079, NT$1,478,832, and NT$1,143,099, respectively.
-
Please refer to Note 12 (2) for the information on credit risk of accounts receivable.
~24~
(V) Inventories
June 30, 2024
| Inventories | June 30, 2024 | |
|---|---|---|
| Raw materials Work in process Finished goods Merchandise Total Raw materials Work in process Finished goods Merchandise Total Raw materials Work in process Finished goods Merchandise Total |
Cost (Gain from reversal of) loss allowance on decline in market value of inventories $ 317,820 ($ 66,143) 175,028 ( 14,122) 239,498 ( 33,705) 202,213 ( 14,449) $ 934,559 ($ 128,419) December 31, 2023 Cost (Gain from reversal of) loss allowance on decline in market value of inventories $ 293,091 ($ 45,647) 169,281 ( 13,839) 216,092 ( 36,811) 127,487 ( 7,831) $ 805,951 ($ 104,128) June 30, 2023 Cost (Gain from reversal of) loss allowance on decline in market value of inventories $ 278,598 ($ 71,327) 125,978 ( 16,124) 164,696 ( 27,975) 142,860 ( 6,900) $ 712,132 ($ 122,326) |
Book value $ 251,677 160,906 205,793 187,764 $ 806,140 Book value $ 247,444 155,442 179,281 119,656 $ 701,823 Book value $ 207,271 109,854 136,721 135,960 $ 589,806 |
Cost $ 293,091 169,281 216,092 127,487 $ 805,951 June 30, 2023 Cost $ 278,598 125,978 164,696 142,860 $ 712,132 |
~25~
The cost of inventories recognized as losses by the Corporate Group.
| Cost of goods sold Loss on falling prices of inventory and inventory obsolescence (gain from recovery) Revenue from sales of leftovers Sales cost Cost of goods sold Loss on falling prices of inventory and inventory obsolescence (gain from recovery) Revenue from sales of leftovers Sales cost |
April 1 to June 30, 2024 $ 1,588,457 28,618 ( 1,127) 1,544 $ 1,617,492 January 1 to June 30, 2024 $ 3,101,817 34,747 ( 1,127) 1,901 $ 3,137,338 |
April 1 to June 30, 2023 $ 1,349,143 ( 21,004) ( 428) - $ 1,327,711 January 1 to June 30, 2023 |
|---|---|---|
$ 2,483,586 ( 14,784) ( 4,561) - $ 2,464,241 |
From April 1 to June 30, 2023 and January 1 to June 30, 2023, part of the inventory for which the provision for impairment losses had been made in the previous period was sold, resulting in a recovery in the net realizable value of the inventory, which was recognized as a decrease in operating costs.
(VI) Investment under Equity Method
| Affiliates: Advagene Biopharma Co., Ltd. Weida Hi-Tech Co., Ltd. TrueLight Corporation BKS Tec Corp. |
June 30, 2024 $ 32,152 22,479 401,072 25,953 $ 481,656 |
December 31, 2023 $ 41,425 26,081 - - $ 67,506 |
June 30, 2023 $ 26,163 58,911 - - $ 85,074 |
|---|---|---|---|
~26~
The book value and the share of operating results of each of the Group’s insignificant affiliates are summarized as follows:
| Net loss of current period from continuing operations Net loss of current period from continuing operations |
April 1 to June 30, 2024 ($ 15,272) January 1 to June 30, 2024 ($ 25,872) |
April 1 to June 30, 2023 ($ 26,528) January 1 to June 30, 2023 |
|---|---|---|
($ 39,491) |
-
As of June 30, 2024, December 31, 2023 and June 30, 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 NT$410,400; as of June 30, 2024, the shareholding percentage was 12.11% and was the single largest shareholder of the companies. However, the Group’s shareholding fails to reach the statutory attendance percentage of shareholders meetings, indicating that the Group has no actual ability to direct relevant activities. Therefore it is judged that the Group has no control over the companies, and only has a significant influence on them.
-
In April 2024, the Group acquired 6,000 thousand common shares of BKS Tec Corp. from the cash capital increase, for NT$30,000; as of June 30, 2024, the shareholding percentage was 38.91% 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 BKS Tec Corp. The Group’s shareholding alone does no reach the statutory attendance percentage of shareholders meetings, indicating that the Group has no actual ability to direct relevant activities. Therefore it is judged that the Group has no control over the companies, and only has a significant influence on them.
~27~
(VII) Property, plant and equipment
| January 1, 2024 Cost Accumulated depreciation 2024 January 1 Add - Cost Disposals - Cost Disposal - Accumulated depreciation Depreciation Reclassification June 30 June 30, 2024 Cost Accumulated depreciation |
Buildings and structures (including land) $ 2,966,356 ( 938,487) $ 2,027,869 $ 2,027,869 42,437 - - ( 110,005) 14,252 $ 1,974,553 $ 3,023,045 ( 1,048,492) $ 1,974,553 |
Machinery and equipment $ 8,379,360 ( 2,680,006) $ 5,699,354 $ 5,699,354 227,004 ( 91,040) 68,131 ( 396,346) 485,527 $ 5,992,630 $ 9,000,851 ( 3,008,221) $ 5,992,630 |
Office equipment $ 89,028 ( 50,616) $ 38,412 $ 38,412 6,835 ( 714) 714 ( 8,918) - $ 36,329 $ 95,149 ( 58,820) $ 36,329 |
Transportation equipment $ 11,826 ( 6,892) $ 4,934 $ 4,934 - - - ( 746) - $ 4,188 $ 11,826 ( 7,638) $ 4,188 |
Mold equipment | Other equipment Unfinished construction and equipment under acceptance $ 764,529 $ 1,162,876 ( 240,244) - $ 524,285 $ 1,162,876 $ 524,285 $ 1,162,876 63,506 469,893 ( 130) - 130 - ( 74,017) - 9,077 ( 499,938) $ 522,851 $ 1,132,831 $ 836,982 $ 1,132,831 ( 314,131) - $ 522,851 $ 1,132,831 |
Total $ 13,711,953 ( 4,219,562) $ 9,492,391 $ 9,492,391 812,285 ( 91,884) 68,975 ( 594,896) 8,918 $ 9,695,789 $ 14,441,272 ( 4,745,483) $ 9,695,789 |
|---|---|---|---|---|---|---|---|
$ 337,978 ( 303,317) $ 34,661 $ 34,661 2,610 - - ( 4,864) - $ 32,407 $ 340,588 ( 308,181) $ 32,407 |
$ 764,529 ( 240,244) $ 524,285 $ 524,285 63,506 ( 130) 130 ( 74,017) 9,077 $ 522,851 $ 836,982 ( 314,131) $ 522,851 |
~28~
| 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 34,119 Disposals - Cost - Disposal - Accumulated depreciation - Depreciation ( 86,080) Reclassification 113,672 Increase in consolidated entities transfer-in amount 121,636 Net exchange differences - Cost - Net exchange differences - Accumulated depreciation - June 30 $ 1,984,092 June 30, 2023 Cost $ 2,820,584 Accumulated depreciation ( 836,492) $ 1,984,092 |
Buildings and structures (including land) $ 2,538,391 ( 737,646) $ 1,800,745 |
Machinery and equipment $ 5,286,246 ( 2,144,752) $ 3,141,494 $ 3,141,494 1,257,472 ( 13,774) 13,774 ( 241,717) 122,763 5,423 13 ( 7) $ 4,285,441 $ 6,669,118 ( 2,383,677) $ 4,285,441 |
Office equipment $ 65,406 ( 34,354) $ 31,052 $ 31,052 6,756 ( 5,405) 5,405 ( 7,368) 549 1,954 3 ( 2) $ 34,944 $ 70,225 ( 37,281) $ 34,944 |
Transportation equipment $ 8,466 ( 5,556) $ 2,910 $ 2,910 2,165 - - ( 586) - 550 5 ( 5) $ 5,039 $ 11,235 ( 6,196) $ 5,039 |
Mold equipment $ 313,370 ( 295,689) $ 17,681 $ 17,681 1,296 - - ( 3,531) 1,047 - - - $ 16,493 $ 315,712 ( 299,219) $ 16,493 |
Other equipment $ 595,668 ( 243,902) $ 351,766 $ 351,766 75,721 ( 37,956) 37,956 ( 40,902) 34,666 422 3 - $ 421,676 $ 696,212 ( 274,536) $ 421,676 |
Unfinished construction and equipment under acceptance $ 538,013 - $ 538,013 $ 538,013 1,433,948 - - - ( 355,378) - - - $ 1,616,583 $ 1,616,583 - $ 1,616,583 |
Total $ 9,345,560 ( 3,461,899) $ 5,883,661 $ 5,883,661 2,811,477 ( 57,135) 57,135 ( 380,184) ( 82,681) 129,985 24 ( 14) $ 8,362,268 $ 12,199,669 ( 3,837,401) $ 8,362,268 |
|---|---|---|---|---|---|---|---|---|
| $ 1,984,092 | ||||||||
$ 2,820,584 ( 836,492) $ 1,984,092 |
||||||||
~29~
-
From January 1 to June 30, 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.
~30~
(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 Land Buildings and structures Transportation equipment (company vehicles) Other equipment |
June 30, 2024 December 31, 2023 June 30, 2023 Book value Book value Book value $ 472,947 $ 481,191 $ 494,045 17,935 18,226 11,002 15,630 15,407 14,644 38,158 39,806 41,922 $ 544,670 $ 554,630 $ 561,613 April 1 to June 30, 2024 April 1 to June 30, 2023 Depreciation Depreciation $ 6,501 $ 6,428 3,006 2,959 2,906 3,096 823 1,018 $ 13,236 $ 13,501 January 1 to June 30, 2024 January 1 to June 30, 2023 Depreciation Depreciation $ 13,002 $ 12,855 6,425 7,042 5,943 5,836 1,647 1,798 $ 27,017 $ 27,531 |
June 30, 2024 December 31, 2023 June 30, 2023 Book value Book value Book value $ 472,947 $ 481,191 $ 494,045 17,935 18,226 11,002 15,630 15,407 14,644 38,158 39,806 41,922 $ 544,670 $ 554,630 $ 561,613 April 1 to June 30, 2024 April 1 to June 30, 2023 Depreciation Depreciation $ 6,501 $ 6,428 3,006 2,959 2,906 3,096 823 1,018 $ 13,236 $ 13,501 January 1 to June 30, 2024 January 1 to June 30, 2023 Depreciation Depreciation $ 13,002 $ 12,855 6,425 7,042 5,943 5,836 1,647 1,798 $ 27,017 $ 27,531 |
|---|---|---|
Depreciation $ 12,855 7,042 5,836 1,798 $ 27,531 |
-
For the six months ended on June 30, 2024, and 2023, the increase (decrease) in right-of-use assets were NT$17,057 and NT$26,533, respectively.
-
The information on profit or loss items related to lease contracts is as follows:
~31~
| 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 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 |
April 1 to June 30, 2024 $ 1,934 2,210 76 591 January 1 to June 30, 2024 $ 3,812 2,734 1,225 1,459 |
April 1 to June 30, 2023 $ 2,165 673 1,368 - January 1 to June 30, 2023 $ 4,016 1,346 2,702 - |
|---|---|---|
-
For the six months ended June 30, 2024, and 2023, the Group’s total cash outflow for leases were NT$32,980 and NT$20,486, 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.
-
The Group recognized rental income of NT$5,422, NT$5,135, NT$10,578, and $10,318 based on operating lease contracts in the period between April 1 and June 30, 2024 and 2023 and January 1 and June 30, 2024 and 2023, respectively, and none of the lease contracts were variable lease payments.
-
The maturity analysis of the undiscounted lease payments under the operating leases is as follows:
| 2023 2024 |
June 30, 2024 $ - 8,406 $ 8,406 |
December 31, 2023 $ - 16,674 $ 16,674 |
June 30, 2023 $ 6,269 524 $ 6,793 |
|---|---|---|---|
~32~
(X) Real estate investment
Buildings and
| January 1, 2024 Cost Accumulated depreciation 2024 January 1 Depreciation June 30 June 30, 2024 Cost Accumulated depreciation January 1, 2023 Cost Accumulated depreciation 2023 January 1 Reclassification for the period -- Cost Reclassification for the period -- Accumulated depreciation Depreciation June 30 June 30, 2023 Cost Accumulated depreciation |
structures $ 192,176 ( 21,676) $ 170,500 $ 170,500 ( 1,696) $ 168,804 $ 190,339 ( 21,535) $ 168,804 Buildings and structures $ 185,942 ( 15,596) $ 170,346 $ 170,346 6,234 ( 2,720) ( 1,665) $ 172,195 $ 192,176 ( 19,981) $ 172,195 |
|---|---|
~33~
- 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 Rental income from investment property Direct operating expenses incurred by investment property that generates rental income for the period |
April 1 to June 30, 2024 $ 5,566 $ 866 January 1 to June 30, 2024 |
April 1 to June 30, 2023 $ 4,295 $ 511 January 1 to June 30, 2023 |
|---|---|---|
$ 9,975 $ 1,733 |
$ 8,530 $ 1,303 |
- The fair value of investment property held by the Group as of June 30, 2024, December 31, 2023 and June 30, 2023 were NT$159,256, NT$160,853, and NT$123,761, 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 |
June 30, 2024 3.75%~5.89% $ 15,507 45~50 |
December 31, 2023 3.75%~5.56% $ 19,092 45~50 |
June 30, 2023 4.76%~6.21% $ 8,908 45~50 |
|---|---|---|---|
-
For the six months ended June 30, 2024 and 2023, no interest was capitalized.
-
As of June 30, 2024, December 31, 2023 and June 30, 2023, the investment property was pledged as collaterals, please refer to Note 8.
~34~
(XI) Intangible assets
| 2024 Trademark and concession Computer software January 1 Cost $ 280,614 $ 139,9504 Accumulated amortization and impairments ( 79,082) ( 84,083) $ 201,532 $ 55,867 January 1 $ 201,532 $ 55,867 Add - Cost - 778 Amortization expense ( 13,472) ( 14,633) Impairment loss - - June 30 $ 188,060 $ 42,012 June 30 Cost $ 280,614 $ 140,728 Accumulated amortization and impairments ( 92,554) ( 98,716) $ 188,060 $ 43,012 |
Patents $ 149,599 ( 4,222) $ 145,377 $ 145,377 2,800 ( 11,680 - $ 136,497 $ 152,399 ( 15,902) $ 136,497 |
Others $33,333 - $33,333 $33,333 - ( 8,890) - $24,443 $33,333 ( 8,890) $24,443 |
Goodwill $ 295,626 - $ 295,626 $ 295,626 - - ( 27,390) $ 268,236 $ 295,626 ( 27,390) $ 268,236 |
Total $ 899,122 (167,387) $ 731,735 $ 731,735 3,578 ( 48,675) ( 27,390) $ 659,248 $ 902,700 ( 243,452) $ 659,248 |
|---|---|---|---|---|
~35~
| 2023 Trademark and concession January 1 Cost $ 272,0174 Accumulated amortization and impairments ( 47,408) $ 224,609 January 1 $ 224,609 Consolidated transfer in - Add - Cost - Reclassification 5,387 Amortization expense ( 14,633) June 30 $ 215,753 June 30 Cost $ 280,614 Accumulated amortization and impairments ( 64,861) $ 215,753 |
2023 Trademark and |
Computer software $ 114,747 ( 64,846) $ 49,901 $ 49,901 - 26,786 ( 6,830) ( 10,709) $ 59,148 $ 130,417 ( 71,269) $ 59,148 |
Patents $ 9,592 ( 7,696) $ 1,896 $ 1,896 143,434 - 1,443 ( 226) $ 146,547 $ 153,005 ( 6,458 $ 146,547 |
Others $ - - $- $ 33,333 - 33,333 - - $ 33,333 $ 33,333 - $ 33,333 |
Goodwill $ 220,774 - $ 220,774 $ 220,774 74,852 - - - $ 295,626 $ 295,626 - $ 295,626 |
Total $ 617,130 ( 119,950) $ 497,180 $ 497,180 251,619 26,786 - ( 25,178) $ 750,407 $ 892,995 ( 142,588) $ 750,407 |
|---|---|---|---|---|---|---|
Due to business mergers, as detailed in Note 6(31), the Group’s goodwill increased by NT$0 and NT$74,852 for the six months ended June 30, 2024 and 2023.
(XII) Other Non-Current Assets
| Prepayments for equipment Refundable Deposit Others Total |
June 30, 2024 $ 543,884 91,495 1,783 $ 637,162 |
December 31, 2023 $ 422,444 90,526 1,669 $ 514,639 |
June 30, 2023 $ 979,804 75,943 1,507 |
|---|---|---|---|
$ 1,057,254 |
~36~
(XIII) Short Term Loans
| Type of borrowings June 30, 2024 Bank borrowings Credit loan $ 1,943,503 Secured borrowings 4,365,655 Other borrowings Credit loan 60,000 $ 6,369,158 Type of borrowings December 31, 2023 Bank borrowings Credit loan $ 1,657,862 Secured borrowings 3,741,508 Other borrowings Credit loan 30,000 $ 5,429,370 Type of borrowings June 30, 2023 Bank borrowings Credit loan $ 1,698,746 Secured borrowings 3,651,341 - $ 5,350,087 |
Range of interest rate Collateral 0.84%~4.09% None 1.25%~4.01% Certificates of deposit, reserve accounts, stocks of listed and OTC companies and treasury stock 2.70% None Range of interest rate Collateral 0.88%~4.01% None 1.20%~4.71% Certificates of deposit, reserve accounts (Note), stocks of listed and OTC companies and treasury stock 2.70% None Range of interest rate Collateral 1.935%~4.09% None 1.20%~4.711% Certificates of deposit, reserve accounts, stocks of listed and OTC companies and treasury stock |
|---|---|
For the period between April 1 and June 30, 2024 and 2023 and January 1 and June 30, 2024 and 2023, the interest expenses recognized in profit and loss were NT$36,086, NT$32,353, NT$68,573, and NT$59,754, respectively.
Note: The responsible person of the subsidiary is the joint guarantor.
~37~
(XIV) Other Payables
| Payable on machinery and equipment Dividends payable Remunerations payable to employees and directors Payroll and bonus payable Machine maintenance payable Others |
June 30, 2024 $ 489,429 373,477 151,978 117,938 53,459 460,439 $ 1,646,720 |
December 31, 2023 $ 498,861 - 94,305 153,545 44,906 413,536 $ 1,205,153 |
June 30, 2023 $ 757,797 622,462 200,393 134,200 67,932 419,081 $ 2,201,865 |
|---|---|---|---|
(XV) Corporate bonds payable
| June 30, 2024 Corporate bonds payable $ 3,500,000 Less: Amount of exercised conversion options ( 324,400) Less: Discount on corporate bonds payable ( 41,021) 3,134,579 Less: Corporate bonds matured in one year or a business cycle or have the put option exercised - $ 3,134,579 |
December 31, 2023 $ 3,800,000 ( 324,400) ( 51,000) 3,424,600 - $ 3,424,600 |
June 30, 2023 $ 3,000,000 ( 324,400) ( 57,520) 2,618,080 - |
|---|---|---|
| $ 2,618,080 |
-
The terms of issuance for the Group’s 3rd domestic unsecured convertible bonds are as follows:
-
(1) The Group has been approved by the competent authority to raise and issue NT$2,000,000 of the 3rd domestic unsecured convertible bonds, with a coupon rate of 0% and an issuance period of 5 years from August 3, 2021 to August 3, 2026. The convertible bonds are repayable in cash at par value on maturity. The convertible bonds were listed for trading on August 3, 2021.
-
(2) The bondholders may request the conversion of the convertible bonds into the Group’s common shares at any time from the day after the expiration of three months from the date of issuance of the corporate bonds to the maturity date, except during the period when the transfer of the corporate bonds is suspended in accordance with the regulations or laws, and the rights and obligations of the converted common shares are the same as those of the original issued common shares.
-
(3) The conversion price of the convertible bonds is determined in accordance with the
~38~
pricing model stipulated in the Measures, and the conversion price will be adjusted in accordance with the pricing model stipulated in the Conversion Measures in the event that the Group is subject to anti-dilution provisions. The conversion price will be reset on the base date set by the Regulations in accordance with the pricing model stipulated in the Conversion Measures. As of June 30, 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 June 30, 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 NT$406,616. The embedded repurchase and repurchase rights are separated from the principal contractual debt instruments in accordance with IFRS 9, “Financial Instruments”, because they are not closely related to the economic characteristics and risks of the principal contractual debt instruments, and are recorded as “financial assets or liabilities at fair value through profit or loss” on a net basis. The effective interest rate of the master contract debt after the separation was 0.0902%.
-
First series domestic secured corporate bonds
In order to raise the Group’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the first series domestic secured corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:
-
(1) Total amount of issue: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of NT$300,000, and B is issued with an amount of NT$200,000, totaling NT$500,000.
-
(2) Issue period: Five years, issued on September 28, 2022, and matured on September 28, 2027.
-
(3) Coupon rate and repayment method of principal and interest: Both Bond A and Bond B have a fixed annual coupon rate of 1.80%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.
-
(4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.
-
Second series domestic secured convertible corporate bonds
In order to raise the Group’s working capital, the board of directors resolved to approve on August 5, 2022 the issue of the second series domestic secured convertible corporate
~39~
bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:
-
(1) Total amount of issue: According to the different issue conditions, there are two types of bonds, A and B, of which A is issued with an amount of NT$200,000, and B is issued with an amount of NT$300,000, totaling NT$500,000.
-
(2) Issue period: Five years, issued on December 27, 2022, and matured on December 27, 2027.
-
(3) Coupon rate and repayment method of principal and interest: Bond A has a fixed annual coupon rate of 2.20% and Bond B has a fixed annual coupon rate of 2.38%. Simple interest is calculated and paid once a year, and the principal is repaid in cash at the face value of the bond at maturity.
-
(4) Guarantee method: The Company’s bonds are guaranteed by the joint delegation guarantee contract signed and the obligation and the contract of guarantee for the performance of corporate bonds signed by major banks.
-
(5) The Group’s Board of Directors resolved on May 27, 2024, to authorize the Chairman to repurchase the second batch of secured ordinary company bonds B class issued by the Company in 2022 over the counter for cancellation and delisting. On June 24, 2024, the principal of NT$300,000 was settled due to the early repurchase, and it was determined to end OTC trading on June 25, 2024.
-
Third series domestic secured convertible corporate bonds
In order to raise the Group’s working capital, the board of directors resolved to approve on August 4, 2023 the issue of the third series domestic secured convertible corporate bond. The issue has been reported to and approved by the Taipei Exchange, and the terms are as follows:
-
(1) Total amount issued: NT$300,000 in total.
-
(2) Issuance period: Five years from issuance on August 28, 2023 to expiration on August
- 28, 2028.
-
(3) Coupon rate and method of repayment of principal and interest: The coupon rate is a 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.
~40~
- (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.
(XVI) Long-term Loans
| Type of borrowings Borrowing period and payment method Range of interest rate 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 2.32%~ 2.68% Secured borrowings From December 28, 2021 to January 28, 2027, repayable in portions and in installments during the term specified in the agreement 2.68% Secured borrowings From July 26, 2023 to July 25, 2028, to be repaid in installments and installments over the agreed period 2.45%~ 3.23% Secured borrowings From January 5, 2021 to July 5, 2028, to be repaid in installments and installments over the agreed period 2.38%~ 4.34% Credit loan From January 24, 2022 to January 24, 2027, to be repaid in installments and installments over the agreed period 3.23%~ 3.95% Other long-term borrowings Secured borrowings From March 35, 2021 to March 28, 2029, to be repaid in installments and installments over the agreed period 2.45%~ 8.20% Secured borrowings From June 10, 2022 to July 28, 2028, to be repaid in installments and installments over the agreed period 2.26%~ 5.25% |
Collateral Houses and buildings and investment property Houses and buildings, machinery equipment and investment property Plant and land Machinery and equipment None (Note) Machinery and equipment Houses, buildings, machinery and equipment, and land |
June 30, 2024 $ 1,348,026 750,000 129,599 893,463 24,532 654,235 390,485 |
|---|---|---|
~41~
Credit loan From December 30, 2021 4.19%~ None 234,777 to December 29, 2025, to 7.80% be repaid in installments and installments over the agreed period - 4,425,117 Less: Long-term borrowings due within one year or one business cycle ( 1,186,904) $ 3,238,213
| Type of borrowings Borrowing period and payment method Range of interest rate Long-term bank borrowings Secured borrowings From December 27, 2021 to December 27, 2032, to be repaid in installments and installments over the agreed period 2.20%~ 2.55% Secured borrowings From January 28, 2022 to January 28, 2027, to be repaid in installments and installments over the agreed period 2.55% Secured borrowings From July 26, 2023 to July 25, 2038, to be repaid in installments and installments over the agreed period 2.45%~ 2.55% Secured borrowings From June 12, 2018 to July 5 2028 to be repaid in installments and installments over the agreed period 2.25%~ 4.33% Credit loan From January 24, 2022 to January 24, 2027, to be repaid in installments and installments over the agreed period 1.50%~ 3.00% Other long-term borrowings Secured borrowings From March 25,2021 to July 29, 2027 to be repaid in installments and installments over the 2.45%~ 8.20% |
Collateral Houses and buildings and investment property Houses and buildings, machinery equipment and investment property Plant and land Machinery and equipment None (Note) Machinery and equipment |
December 31, 2023 $ 1,005,263 1,000,000 127,600 983,360 6,318 610,369 |
|---|---|---|
~42~
| agreed period Secured borrowings From June 10 26, 2022 to June 28, 2028, to be repaid in installments and installments over the agreed period 3.53%~ 6.48% Houses, buildings, machinery and equipment, and land Credit loan From December 30, 2021 to June 5, 2025 to be repaid in installments and installments over the agreed period 4.19%~ 7.80% None Less: Long-term borrowings due within one year or one business cycle Type of borrowings Borrowing period and payment method Range of interest rate Collateral Long-term bank borrowings Secured borrowings From December 28, 2021 to January 28, 2027, repayable in portions and in installments during the term specified in the agreement 2.55% Houses and buildings, machinery equipment and investment property Secured borrowings Repayable in portions and in installments during the term specified in the agreement from June 15, 2020 to December 9, 2027 2.225%~ 2.595% Buildings and structures Secured borrowings Repayable in portions and in installments during the term specified in the agreement from June 27, 2018 to December 25, 2026 2.150%~ 3.250% Machinery and equipment 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% Houses and buildings and investment property Secured borrowings From January 24, 2022 to January 24, 2027, monthly interest payments with principle and interest 1.500%~ 2.875% None (Note) Other long-term borrowings |
393,143 216,503 - 4,342,556 ( 1,216,216) $ 3,126,340 June 30, 2023 $ 1,000,000 236,761 810,294 1,060,000 7,289 |
|---|---|
~43~
| Secured borrowings Repayable in portions and in installments during the term specified in the agreement from May 22, 2023 to May 31, 2027 3.580% Machinery and equipment Secured borrowings From June 10, 2022 to June 28, 2028, with interest paid monthly 3.525%~ 6.482% Machine and equipment, land, buildings and structures Secured borrowings Repayment of principal and interest in monthly installments from March 25, 2022 to July 29, 2027 2.450%~ 8.201% Machinery and equipment Secured borrowings Repayment of principal and interest in monthly installments from June 10, 2022 to July 25, 2027 4.220% Machinery and equipment Secured borrowings Repayment of principal and interest in monthly installments from January 22, 2023 to December 22, 2025 4.750% Plant and land Credit loan From June 28, 2023 to June 28, 2025, with interest paid monthly 4.060% None Credit loan December 30, 2021 to April 30, 2024, the interest is paid together with the principal. 7.613% None Credit loan June 5, 2023 to December 5, 2024, the interest is paid together with the principal. 6.312% None Credit loan June 6, 2023 to June 6, 2025, the interest is paid together with the principal. 6.579% None Less: Long-term borrowings due within one year or one business cycle |
560,000 364,386 99,666 72,570 15,327 20,000 9,860 20,700 10,555 - |
|---|---|
| 4,287,408 ( 783,443) $ 3,503,965 |
Note: The responsible person of the subsidiary is the joint guarantor.
(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,
~44~
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 periods between April 1 and June 30 of 2024 and 2023, and January 1 to June 30, 2024 and 2023, the pension costs recognized by the Corporate Group in accordance with the abovementioned pension measures were NT$534, NT$534, NT$1,067, and NT$1,067, respectively.
-
(3) The expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2025 are NT$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 periods between April 1 and June 30, 2024 and 2023, and January 1 and June 30, 2024 and 2023, the pension costs recognized by the Corporate Group in accordance with the abovementioned pension measures were NT$15,806, NT$12,428, NT$28,366, and NT$24,820, respectively.
(XVIII) Capital
- As of June 30, 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 Treasury stocks transfer to employees June 30 |
2024 213,153 500 - 213,653 |
Unit: Thousand shares 2023 205,230 400 7,023 212,653 |
|---|---|---|
~45~
-
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 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 Reasons for buyback Subsidiary holds the company’s stock Transfer shares to employees |
June 30, 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 June 30, 2023 Number of shares (thousand) Book value 36,331 $ 517,006 7,462 664,593 43,793 $1,181,599 |
|---|---|---|
Number of shares (thousand) 35,831 7,462 43,293 June 30, 2023 Number of shares (thousand) 36,331 7,462 43,793 |
- (2) For the six months ended June 30, 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 |
|---|---|---|---|---|
~46~
Note: The Company grants treasury stocks to employees of the Company and its subsidiaries.
-
(3) The Securities and Exchange Act stipulates that the percentage of the Company’s repurchase of outstanding shares shall not exceed 10% of the Company’s total issued shares, and the total value of shares purchased shall not exceed the retained earnings plus the premium of issued shares and the amount of realized capital reserve.
-
(4) The treasury stocks bought back by the Company in accordance with the Securities and Exchange Act shall not be pledged. Before transfer, shareholders are not entitled to the shareholders’ rights.
-
(5) According to the provisions of the Securities and Exchange Act, the share repurchased to be transferred to employees shall be transferred within 5 years from the date of the purchase. If the transfer is not made within the time limit, the shares are deemed as unissued shares, and change of registration shall be made to cancel the shares. In order to maintain the Company’s credit and shareholders equity, the shares bought back should have the registration changed to cancel the shares within six months from the date of the purchase.
-
(6) The Company’s stock held by the subsidiary Youe Chung Capital is treated as treasury stock. As of June 30, 2024, December 31, 2023 and June 30, 2023, Youe Chung Capital Corporation held 35,331 thousand shares, 35,831 thousand shares, and 36,331 thousand shares of the Company, with an average book value of $14.23 per share, and a fair value of $76.1, $71.1, and $83.1 per share, respectively. The cost of transferring treasury stocks is calculated based on the book value of the Company’s stock held by Youe Chung Capital and the Company’s indirect shareholding during each period.
-
(7) On November 3, 2021, the Board of Directors resolved to purchase 6,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 2.37% of the total number of issued shares of the Company. The repurchase of 4,485 thousand shares was completed between November 4, 2021 and January 3, 2022. On January 21, 2022, the Board of Directors approved the transfer of 4,485 thousand shares to employees.
-
(8) On May 6, 2022, the Board of Directors resolved to purchase 10,000 thousand shares of the Company’s stock in the centralized trading market and transfer them to employees. This amount represented 3.91% of the total number of issued shares of the Company. The repurchase of 10,000 thousand shares was completed between May 9, 2022 and July 8, 2022. On April 14, 2023, the Board of Directors approved the transfer of 10,000 thousand shares to employees, of which 7,023 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:
~47~
| Issue premiums Trading of treasury stock Changes in ownership interests in subsidiaries recognized January 1, 2024 $44,148 $859,338 $ 154,097 Changes in ownership interests in subsidiaries recognized - - 786 June 30, 2024 $44,148 $859,338 $ 154,883 Issue premiums Trading of treasury stock Changes in ownership interests in subsidiaries recognized January 1, 2023 $96,650 #768,509 $ 17,788 Distribution of cash from capital surplus ( 49,797) - - Changes in shares of affiliates recognized under the equity method - - - Payment of overdue unclaimed dividends to shareholders - - - June 30, 2023 $46,853 $768,509 $ 17,788 |
stock option | stock option | Equity changes in affiliates Others $ 82,220 $4,308 - - $ 82,220 $4,308 Equity changes in affiliates Others $ 68,427 $4,459 - - 8 - - ( 71) $ 68,435 $4,388 |
Equity changes in affiliates Others $ 82,220 $4,308 - - $ 82,220 $4,308 Equity changes in affiliates Others $ 68,427 $4,459 - - 8 - - ( 71) $ 68,435 $4,388 |
Total $1,439,959 786 $1,440,745 Total $1,251,681 ( 49,797) 8 ( 71) $1,201,821 |
|---|---|---|---|---|---|
$295,848 - $295,848 stock option $295,848 - - - $295,848# |
|||||
affiliates $ 68,427 - 8 - $ 68,435 |
|||||
$295,848 - - - $295,848# |
(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
~48~
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 shareholders’ meeting resolved on May 27, 2024 to distribute a cash dividend of NT$1.50 per common share from the 2023 earnings, with a total dividend of NT$373,477.
-
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 NT$572,665 to be distributed from the capital surplus of NT$49,797.
(XXI) Other equity interests
| January 1 Difference in foreign currency translation: - Group June 30 |
2024 Unrealized gains and losses ($ 2,666) - |
Hedging reserve |
Foreign currency translation Total $ 4,307 $ 1,641 14,166 14,166 |
Foreign currency translation Total $ 4,307 $ 1,641 14,166 14,166 |
|---|---|---|---|---|
translation $ 4,307 14,166 |
||||
| ($ 2,666) | $ 18,473 |
$ 15,807 |
| January 1 Difference in foreign currency translation: - Group June 30 |
2023 Unrealized gains and losses ($ 2,666) - ($ 2,666) |
Foreign currency translation $ 13,174 ( 13,323) ($ 149) |
Total $ 10,508 ( 13,323) ($ 2,815) |
|---|---|---|---|
~49~
(XXII) Operating income
April 1 to June 30, 2024 April 1 to June 30, 2023 Revenue from contracts with $ 1,997,876 $ 1,799,891 customers
January 1 to June 30, 2024 January 1 to June 30, 2023 Revenue from contracts with $ 3,847,924 $ 3,363,481 customers
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:
| April 1 to June 30, 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 April 1 to June 30, 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 $ 1,939,062 $ 698,383 1,240,679 $ 1,939,062 Photomask and semiconductor segment $ 1,781,002 $ 705,421 1,075,581 $ 1,781,002 |
Medical segment $ 58,814 $ 58,814 - $ 58,814 Medical segment $ 18,889 $ 18,889 - $ 18,889 |
Total $ 1,997,876 $ 757,197 1,240,679 $ 1,997,876 Total $ 1,799,891 $ 724,310 1,075,581 $ 1,799,891 |
|---|---|---|---|
~50~
| January 1 to June 30, 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 January 1 to June 30, 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 $ 3,754,600 $ 1,391,712 2,362,888 $ 3,754,600 Photomask and semiconductor segment $ 3,322,796 $ 1,215,094 2,107,702 $ 3,322,796 |
Medical segment $ 93,324 $ 93,324 - $ 93,324 Medical segment $ 40,685 $ 40,685 - $ 40,685 |
Total $ 3,847,924 $ 1,485,036 2,362,888 $ 3,847,924 Total $ 3,363,481 $ 1,255,779 2,107,702 $ 3,363,481 |
|---|---|---|---|
-
Contract Asset and Contract Liability
-
(1) The Group has recognized the following revenue-related contract assets and contract liabilities:
| Contract Assets Contract Liabilities |
June 30, 2024 $ 83,089 $ 129,031 |
December 31, 2023 $ 105,263 $ 174,538 |
June 30, 2023 $ 98,956 $ 189,749 |
January 1, 2023 |
|---|---|---|---|---|
$ 140,231 $ 232,778 |
~51~
- (2) Contract liabilities at the beginning of the period recognized as revenue of the period:
April 1 to June 30, 2024 April 1 to June 30, 2023 Opening balance of contract liabilities recognized in the current period $ 8,288 $ 3,175
January 1 to June 30, 2024 January 1 to June 30, 2023
Opening balance of contract liabilities recognized in the current period $ 121,659 $ 229,572
(XXIII) Interest income
| Interest from bank deposits Interest income from financial assets measured at amortized cost Other interest incomes Interest from bank deposits Interest income from financial assets measured at amortized cost Other interest incomes |
April 1 to June 30, 2024 April 1 to June 30, 2023 $ 5,960 $ 8,787 2,753 1,968 87 212 $ 8,800 $ 10,967 January 1 to June 30, 2024 January 1 to June 30, 2023 |
April 1 to June 30, 2024 April 1 to June 30, 2023 $ 5,960 $ 8,787 2,753 1,968 87 212 $ 8,800 $ 10,967 January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|
$ 10,874 5,317 171 $ 16,362 |
$ 16,538 3,946 249 $ 20,733 |
(XXIV) Other Incomes
| Rental income Dividend income Subsidy income Other income - Others |
April 1 to June 30, 2024 $ 5,422 - - 756 $ 6,178 |
April 1 to June 30, 2023 $ 5,135 94,064 5,341 5,219 $ 109,759 |
|---|---|---|
~52~
| (XXV) | January 1 to June 30, 2024 January 1 to June 30, 2023 Rental income $ 10,578 $ 10,318 Dividend income - 94,064 Subsidy income - 5,341 Other income - Others 3,174 10,280 $ 13,752 $ 120,003 Other Gains and Losses April 1 to June 30, 2024 April 1 to June 30, 2023 Disposal of interests in property, plant and equipment ($ 167) $ 344 Gain (loss) on disposal of investments 45 36,938 Gain on lease modifications 591 - Gains on foreign exchange 19,247 21,411 Loss on financial assets and liabilities measured at fair value through profit or loss ( 403,619) ( 117,913) Goodwill impairment loss - - Other losses -- Depreciation of investment properties ( 848) ( 847) Other Gains and Losses ( 15) 2,867 ($ 384,766) ($ 57,200) January 1 to June 30, 2024 January 1 to June 30, 2023 Disposal of interests in property, plant and equipment $ 13,950 $ 401 Gain (loss) on disposal of investments 45 101,102 Gain on lease modifications 1,459 - Gains on foreign exchange 55,072 15,029 Loss (gain) on financial assets and liabilities at fair value through profit or loss 294,468 ( 93,855) Goodwill impairment loss ( 27,390) - Other losses -- Depreciation of investment properties ( 1,696) ( 1,665) Other Gains and Losses ( 28) 191 $ 335,880 $ 21,203 |
January 1 to June 30, 2024 January 1 to June 30, 2023 |
January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|---|
$ 10,578 $ 10,318 - 94,064 - 5,341 3,174 10,280 $ 13,752 $ 120,003 April 1 to June 30, 2024 April 1 to June 30, 2023 ($ 167) $ 344 45 36,938 591 - 19,247 21,411 ( 403,619) ( 117,913) - - ( 848) ( 847) ( 15) 2,867 ($ 384,766) ($ 57,200) January 1 to June 30, 2024 January 1 to June 30, 2023 |
|||
$ 401 101,102 - 15,029 ( 93,855) - ( 1,665) 191 $ 21,203 |
~53~
(XXVI) Financial Costs
| Interest expenses: Bank and other borrowings Corporate bonds Lease liabilities Others Interest expenses: Bank and other borrowings Corporate bonds Lease liabilities Others |
April 1 to June 30, 2024 April 1 to June 30, 2023 $ 68,484 $ 66,098 23,865 4,523 1,934 2,165 22 - $ 94,305 $ 72,786 January 1 to June 30, 2024 January 1 to June 30, 2023 |
April 1 to June 30, 2024 April 1 to June 30, 2023 $ 68,484 $ 66,098 23,865 4,523 1,934 2,165 22 - $ 94,305 $ 72,786 January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|
$ 132,462 37,157 3,812 79 $ 173,510 |
$ 117,076 9,036 4,016 - $ 130,128 |
(XXVII) Expenses by nature
| Employee benefits expenditure Depreciation Amortization Employee benefits expenditure Depreciation Amortization |
April 1 to June 30, 2024 $ 281,762 315,988 18,610 January 1 to June 30, 2024 $ 658,230 623,609 48,675 |
April 1 to June 30, 2023 $ 323,584 210,181 13,608 January 1 to June 30, 2023 |
|---|---|---|
$ 626,953 409,380 25,178 |
(XXVIII) Employee benefits expenditure
| April 1 to June 30, 2024 Payroll expenses $ 216,205 Labor and health insurance fees 28,542 Pension expense 16,340 Other personnel expenses 20,675 $ 281,762 |
April 1 to June 30, 2023 $ 274,682 21,826 12,962 14,114 $ 323,584 |
|---|---|
~54~
| January 1 to June 30, 2024 Payroll expenses $ 542,037 Labor and health insurance fees 51,407 Pension expense 29,433 Other personnel expenses 35,353 $ 658,230 |
January 1 to June 30, 2023 |
|---|---|
$ 529,964 43,510 25,887 27,592 $ 626,953 |
-
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 periods between April 1 and June 30, 2024 and 2023, and January 1 and June 30, 2024 and 2023, employees’ remuneration was accrued at (NT$29,000), NT$30,000, NT$50,000, and NT$60,000, respectively, and director remunerations were accrued at NT$2,400, NT$4,500, NT$7,800, and NT$9,000, respectively. The abovementioned amounts were listed as payroll expenses.
The remuneration of employees and directors for January 1 to June 30, 2024, and 2023, were estimated in accordance with the Articles of Incorporation taking into account the annual profit.
Information about employees remuneration and director remuneration of the Company as resolved by the Board of Directors is available on the MOPS.
(XXIX) Income tax
- Income tax expense
Components of income tax expense:
| Current tax: Current tax on profits for the year Additional surtax on undistributed earnings Over provision of prior year’s income tax Total current tax Deferred income tax: Origination and reversal of temporary differences Total Deferred Income Tax Income tax (gains) expenses |
April 1 to June 30, 2024 $ 20,611 756 - 21,367 ( 34,773) ( 34,773) ($ 13,406) |
April 1 to June 30, 2023 $ 14,356 - 64,455 78,811 5,972 5,972 $ 84,783 |
|---|---|---|
~55~
January 1 to June 30, 2024 January 1 to June 30, 2023
| Current tax: Current tax on profits for the year Additional surtax on undistributed earnings Over provision of prior year’s income tax Total current tax Deferred income tax: Origination and reversal of temporary differences Total Deferred Income Tax Income Tax Expense |
$ 58,949 756 - 59,705 ( 36,658) ( 36,658) $ 23,047 |
$ 94,021 - 64,455 158,476 6,815 6,815 $ 165,291 |
|---|---|---|
- The Company’s income tax returns through 2022 have been assessed and approved by the tax authority.
(XXX) Earnings (loss) per share
| April 1 to June 30, 2024 0.00% Amount after tax Weighted average share outstanding (thousand shares) Basic loss per share Net loss attributable to ordinary shareholders of the parent ($244,849) 213,653 April 1 to June 30, 2023 0.00% Amount after tax Weighted average share outstanding (thousand shares) Earnings per share Profit attributable to ordinary shareholders of the parent $100,343 205,498 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $100,343 205,498 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 3,502 19,713 Employee remuneration - 1,137 Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $103,845 226,348 |
April 1 to June 30, 2024 0.00% Amount after tax Weighted average share outstanding (thousand shares) Basic loss per share Net loss attributable to ordinary shareholders of the parent ($244,849) 213,653 April 1 to June 30, 2023 0.00% Amount after tax Weighted average share outstanding (thousand shares) Earnings per share Profit attributable to ordinary shareholders of the parent $100,343 205,498 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $100,343 205,498 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 3,502 19,713 Employee remuneration - 1,137 Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $103,845 226,348 |
Loss per share (NTD) |
|---|---|---|
($ 1.15) Earnings per |
||
share (NTD) |
||
205,498 205,498 19,713 1,137 226,348 |
$ 0.49 $ 0.46 |
~56~
| January 1 to June 30, 2024 0.00% Amount after tax Weighted average share outstanding (thousand shares) Earnings per share Profit attributable to ordinary shareholders of the parent $429,360 213,477 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $429,360 213,477 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 7,072 20,335 Employee remuneration - 1,071 Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $436,432 234,883 January 1 to June 30, 2023 Weighted average share outstanding (thousand shares) 0.00% Amount after tax Earnings per share Profit attributable to ordinary shareholders of the parent $308,394 205,365 Diluted Earnings per share Profit attributable to ordinary shareholders of the parent $308,394 205,365 Assumed conversion of all dilutive potential ordinary shares Convertible bonds 6,995 19,713 Employee remuneration - 1,137 Profit attributable to ordinary shareholders of the parent company plus assumed conversion of all dilutive potential ordinary shares $315,389 226,215 |
Earnings per |
|---|---|
share (NTD) |
|
$ 2.01 $ 1.86 Earnings per |
|
share (NTD) $ 1.50 $ 1.39 |
The weighted average number of shares outstanding during the periods between April 1 and June 30, 2024 and 2023 and January 1 and June 30, 2024 and 2023 has deducted the number of shares held by the subsidiary company Youe Chung Capital deemed as the Company’s treasury stock (the number of shares is based on the Company’s shareholding). Since the periods between April 1 and June 30, 2024 were at a loss, there was no potential dilutive effect of ordinary shares and the diluted loss per share was equal to the basic loss per share.
(XXXI) Business combination
- The Group acquired 58.33% of shares of Pilot Energy Co., Ltd. on March 1, 2023 for NT$178,500 through a cash capital increase and gained control over Pilot Energy Co., Ltd.
~57~
- (1) The fair value of the assets acquired and liabilities assumed from Pilot Energy 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. Among them, the initial valuations of PP&P and intangible assets were NT$42,954 and NT$0, respectively, which were different from the fair values of NT$129,538 and NT$58,804, respectively, identified in the purchase price apportionment
~58~
report. The consolidated balance sheet as of December 31 and June 30, 2023.
-
(4) Since March 1, 2023, the Group has merged with Pilot Energy Co., Ltd., Pilot Energy Co., Ltd. has contributed operating income and net loss before tax of NT$9,143 and (NT$7,846), respectively. If Pilot Energy Co., Ltd. had been included in the Group since January 1, 2023, the Group’s operating income and net income before tax for Q2 2023 would have been NT$3,368,549 and NT$345,012, respectively.
-
The Group acquired 53.33% of shares of Moment Semiconductor, Inc. on March 17, 2023 for NT$40,000 through a cash capital increase and gained control over Moment Semiconductor, Inc.
-
(1) The fair value of the assets acquired and liabilities assumed from Moment Semiconductor, Inc. at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:
| 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 initial valuation of property, plant and equipment, and intangible assets were NT$447 and NT$0 respectively, which were the same as the fair value identified
~59~
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 NT$138,031 and (NT$11,579), respectively. If Moment Semiconductor, Inc. had been included in the Group since January 1, 2023, the Group’s Q2 2023 operating income and net income before tax would have been NT$3,411,478 and $341,943, respectively.
-
The Group invested NT$121,372 on May 1, 2023 to acquire 100% equity of One Test Systems and obtain control over One Test Systems.
-
(1) The fair value of the assets acquired and liabilities assumed from One Test Systems at the date of acquisition and the non-controlling interest as a percentage of the acquiree’s identifiable net assets at the date of acquisition were as follows:
| Acquisition consideration Cash Share of non-controlling interests in the identifiable net assets of the acquiree Fair value of acquired identifiable assets and assumed liabilities Cash Intangible assets Other Payables Deferred Income Tax. Total identifiable net assets Goodwill |
May 1, 2023 $ 121,372 - |
|---|---|
| 121,372 9,331 117,963 ( 9,331) ( 23,593) 94,370 $ 27,002 |
-
(2) Non-controlling interest is measured by the proportion of the acquiree’s net identifiable assets to the non-controlling interest.
-
(3) The fair value of the identifiable net assets acquired as of May 1, 2023 was originally assessed at a provisional amount and the fair value of these net assets was determined after the end of the measurement period as described above. The initial valuation of intangible assets is NT$0, which is different from the fair value of NT$117,963 identified in the acquisition price allocation report, and the consolidated balance sheet on December 31, and June 30, 2023 is adjusted.
-
(4) Since the Group merged with One Test Systems on May 1, 2023, One Test Systems contributed operating revenue and net loss before tax of NT$0 and (NT$47), respectively. If One Test Systems had been included in the Group since January 1, 2023, the Group’s Q2 2023 operating income and net income before tax would have been NT$3,363,481 and NT$353,216, respectively.
~60~
(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 June 30, 2024 January 1 to June 30, 2023 |
January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|
$ 812,285 543,884 498,861 ( 422,444) ( 489,429) $ 943,157 |
$ 2,811,477 979,804 111,919 ( 1,293,001) ( 757,797) $ 1,852,402 |
2. Financing activities with no cash flow effects:
| Dividends payable | January 1 to June 30, 2024 January 1 to June 30, 2023 |
January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|
$ 373,477 |
$ 622,462 |
(XXXIII) Changes in liabilities arising from financing activities
| Short Term Loans January 1, 2024 $5,429,370 Change in cash flow from financing activities 939,788 Interest Expenses - Interest Paid - Distribution of cash dividends announced - Other Non-Cash Transactions - June 30, 2024 $6,369,158 |
Corporate bonds payable Long-term borrowings (including current portion) $3,424,600 $ 4,342,556 ( 299,417) 72,827 37,157 - ( 13,548) - - - ( 14,213) 9,734 $3,134,579# $ 4,425,117 |
Corporate bonds payable Long-term borrowings (including current portion) $3,424,600 $ 4,342,556 ( 299,417) 72,827 37,157 - ( 13,548) - - - ( 14,213) 9,734 $3,134,579# $ 4,425,117 |
Lease liabilities | Guarantee Deposits Received $ 42,282 ( 7,004) - - - - $ 35,278 |
Dividends payable $ - - - - 373,477 - $373,477 |
Total liabilities |
|---|---|---|---|---|---|---|
| arising from financing activities $13,806,001 680,987 40,969 ( 17,360) 373,477 11,119 |
||||||
payable $3,424,600 ( 299,417) 37,157 ( 13,548) - ( 14,213) $3,134,579# |
||||||
$ 4,342,556 72,827 - - - 9,734 $ 4,425,117 |
$ 567,193 ( 25,207) 3,812 ( 3,812) - 15,598 $ 557,584 |
|||||
$14,895,193 |
~61~
| Short Term Loans January 1, 2023 $4,624,525 Change in cash flow from financing activities 626,408 Interest Expenses - Interest Paid - Distribution of cash dividends announced - Other Non-Cash Transactions 99,154 June 30, 2023 $5,350,087 |
Corporate bonds payable Long-term borrowings (including current portion) $2,609,044 $ 3,779,447 - 476,821 9,036 - - - - - - 31,140 $2,618,080# $ 4,287,408 |
Corporate bonds payable Long-term borrowings (including current portion) $2,609,044 $ 3,779,447 - 476,821 9,036 - - - - - - 31,140 $2,618,080# $ 4,287,408 |
Lease liabilities | Guarantee Deposits Received $ 34,754 17,151 - - - - $ 51,905 |
Dividends payable $ - - - - 622,462 - $622,462 |
Total liabilities |
|---|---|---|---|---|---|---|
| arising from financing activities $11,607,439 1,107,958 13,052 ( 4,016) 622,462 155,378 |
||||||
payable $2,609,044 - 9,036 - - - $2,618,080# |
||||||
$ 3,779,447 476,821 - - - 31,140 $ 4,287,408 |
$ 559,669 ( 12,422) 4,016 ( 4,016) - 25,084 $ 572,331 |
|||||
$13,502,273 |
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) BKS Tec Corp. Affiliates (Note 2) Image Match Design Inc. Other related party (Note 3) Pilot Qiangxiang Co., Ltd. Other related party (Note 4) 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: The Group acquired the equity of BKS Tec Corp. in April 2024, and accounted for it as “investment adopting the equity method.” Please refer to Note 6(6) for details.
-
Note 3: 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 4: 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.
~62~
(II) Significant transactions with the related parties
- Operating income
| Product sales: Affiliates Other related party Total |
April 1 to June 30, 2024 $ 1,364 - $ 1,364 |
April 1 to June 30, 2023 $ 942 293 $ 1,235 |
|---|---|---|
| Product sales: Affiliates Other related party Total |
January 1 to June 30, 2024 January 1 to June 30, 2023 |
January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|
$ 4,192 - $ 4,192 |
$ 1,336 2,397 $ 3,733 |
There are no major abnormalities in the transaction prices and payment terms of the related party compared to that of non-related parties.
- Purchase
April 1 to June 30, 2024 April 1 to June 30, 2023 Purchase of merchandise: - - Other related party $ $ January 1 to June 30, 2024 January 1 to June 30, 2023 Purchase of merchandise: - Other related party $ $ 74
- Account receivable from related parties.
| Accounts Receivables: Affiliates Other related party Other Receivables: Affiliates /other related parties Total |
June 30, 2024 $ 1,432 - 1,227 $ 2,659 |
December 31, 2023 $ - 26 407 $ 433 |
June 30, 2023 $ 989 - - $ 989 |
|---|---|---|---|
~63~
- Acquisition of financial assets
Pilot Qiangxiang Co., Ltd. was other related party to the Group. On March 1, 2023, the Group invested NT$178,500 to acquire 7,000 thousand shares of Pilot 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.
BKS Tec Corp. was other related party to the Group. On April 1, 2024, the Group invested NT$30,000 to participate the cash capital increase of BKS Tec Corp., and acquired 6,000 thousand shares, with the stake of 38.91% and thus has obtained significant influence. This is accounted as “the investment adopting the equity method.” Please refer to Note 6(6) for detailed description.
5. Others
- (1) Deposits Received:
| December 31, | December 31, | |||
|---|---|---|---|---|
| June 30, 2024 | 2023 | June 30, 2023 | ||
| Affiliates /other | related | |||
| parties | $ 118 | $ | 118 | $- |
| (2) Rent income: | ||||
| April 1 to June 30, 2024 | April 1 to June 30, 2023 | |||
| Affiliates /other | ||||
| related parties | $ 438 | $ | 437 | |
| January 1 to June 30, 2024 | January 1 to June 30, 2023 | |||
| Affiliates /other | ||||
| related parties | $ 875 | $ | 804 | |
| (3) Other Incomes | ||||
| April 1 to June 30, 2024 | April 1 to June 30, 2023 | |||
| Affiliates /other related parties |
$ 37 |
$ | - | |
| January 1 to June 30, 2024 | January 1 to June 30, 2023 | |||
| Affiliates /other related parties |
$ 145 |
$ | - |
- (4) For the six months ended June 30, 2024 and 2023, the Company’s subsidiary, You Zhuan Capital Corporation, donated 500,000 and 400,000 shares of the Company’s stock, totaling NT$7,115 and NT$5,692, respectively, to the Taiwan Mask Charitable Foundation.
~64~
-
(5) For the six months ended June 30, 2024, and 2023, the Company donated NT$838 and NT$991, 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 June 30, 2024 December 31, 2023 June 30, 2023 borrowings”) -
-
Other related party $ 60,000 $ 30,000 $
(2) Interest expenses April 1 to June 30, 2024 April 1 to June 30, 2023 - Other related party $ 457 $ January 1 to June 30, 2024 January 1 to June 30, 2023 - Other related party $ 686 $
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 September 30, 2024.
(III) Compensation of key management personnel
| Salary and short-term employee benefits Post-employment benefits Total Salary and short-term employee benefits Post-employment benefits Other long-term employee benefits Total |
April 1 to June 30, 2024 April 1 to June 30, 2023 $ 9,431 $ 8,159 54 54 $ 9,485 $ 8,213 January 1 to June 30, 2024 January 1 to June 30, 2023 |
April 1 to June 30, 2024 April 1 to June 30, 2023 $ 9,431 $ 8,159 54 54 $ 9,485 $ 8,213 January 1 to June 30, 2024 January 1 to June 30, 2023 |
|---|---|---|
$ 20,246 108 - $ 20,354 |
$ 18,473 108 850 $ 19,431 |
~65~
VIII. Pledged assets
Assets pledged by the Corporate Group as collateral are as follows:
| Book value Assets June 30, 2024 Demand deposit (Recognized as “Financial assets at amortized cost”) $ 447,909 Time deposit (Recognized as “Financial assets at amortized cost”) 451,295 Stocks of publicly traded and OTC companies (recognized as “Financial assets at fair value through profit or loss”) 3,964,226 Shares of the Company (recognized as “treasury stock”) (Note) 491,647 Buildings and structures (including land) 1,163,894 Machinery and equipment and equipment under acceptance 3,826,517 Real estate investment 168,804 Office equipment - Other equipment 5,794 Intangible assets - $ 10,520,086 |
December 31, 2023 | June 30, 2023 $ 176,357 579,110 2,761,405 511,569 1,188,641 3,475,411 172,195 1,904 3,853 33 $ 8,870,478 |
Purpose Reserve accounts for 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-term Loans Long-term Loans Long-term Loans Long-term Loans Long-term Loans |
|---|---|---|---|
$ 534,179 382,863 3,145,150 491,647 1,181,577 3,433,402 170,500 - 5,936 - $ 9,345,254 |
Note: The cost of pledged treasury stocks was NT$491,647 and its fair value was NT$2,629,255 as of June 30, 2024.
IX. Significant Contingent Liabilities and Unrecognized Contract Commitments
(I) Contingencies
None.
~66~
(II) Commitments
1. Machine equipment maintenance contracts that have been signed but not yet paid
| Machine maintenance | June 30, 2024 $ 53,459 |
December 31, 2023 $ 44,906 |
June 30, 2023 $ 67,932 |
|---|---|---|---|
2. Capital expenditures that have been signed but not yet incurred
| Property, plant and equipment | June 30, 2024 $ 1,465,920 |
December 31, 2023 $ 980,980 |
June 30, 2023 $ 1,703,166 |
|---|---|---|---|
3. Lease agreement
Please see Note 6 (8) and (9)
X. Losses due to major disasters None.
XI. Major Events after Financial Statement Date
The Company issued domestic secured ordinary corporate bonds on August 1, 2024. The issuance amount is NT$500,000, the coupon rate is 2.20%, and the issuance period is five years.
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.
(II) Financial instruments
1. Types of financial instrument
| Financial assets Financial Assets 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 |
June 30, 2024 $ 4,833,730 $ 1,353,779 |
December 31, 2023 $ 4,522,714 $ 1,364,106 |
June 30, 2023 $ 4,515,083 $ 1,987,268 |
|---|---|---|---|
~67~
| 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 Other accounts payable (Including related parties) Corporate bonds payable Long-term borrowings (including due within one year or one business cycle) Guarantee Deposits Received Lease liabilities |
June 30, 2024 916,302 4,134 1,570,079 23,078 91,495 $ 3,958,867 $ 5,864 $ 6,369,158 9,797 463,021 1,647,122 3,134,579 4,425,117 35,278 $ 16,084,072 $ 557,584 |
December 31, 2023 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 |
June 30, 2023 758,467 96 1,143,099 121,106 75,943 $ 4,085,979 $ 4,692 $ 5,350,087 72 428,197 2,201,865 2,618,080 4,287,408 51,905 $ 14,937,614 $ 572,331 |
|---|---|---|---|
2. Risk management policies
-
(1) The Group’s activities expose it to a variety of financial risks, including market risk (exchange rate, interest rate and price), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial 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.
~68~
-
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 (Foreign currency: functional currency) Financial assets Monetary items USD : NTD RMB : NTD JPY : NTD Financial liabilities Monetary items USD : NTD JPY : NTD |
June 30, 2024 Foreign currency (in |
Exchange rate 32.45 4.445 0.2017 32.45 0.2017 34.71 Exchange rate 30.705 4.327 0.2172 30.705 0.2172 |
Book value (NT$ in thousands) |
|---|---|---|---|
thousand) USD 47,468 CNY 73,932 JPY 164,147 USD 14,951 JPY 844,444 EUR 1,020 December 31, 2023 Foreign currency (in |
|||
$ 1,539,125 328,629 33,108 484,793 170,324 35,399 Book value (NT$ in thousands) |
|||
thousand) USD 40,189 CNY 65,620 JPY 184,753 USD 15,574 JPY 836,916 |
|||
$ 1,234,287 283,941 40,128 478,208 181,778 |
~69~
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD RMB : NTD JPY : NTD Financial liabilities Monetary items USD : NTD JPY : NTD |
June 30, 2023 Foreign currency (in thousand) USD 51,504 CNY 41,457 JPY 104,415 USD 27,819 JPY 1,160,639 |
Exchange rate 31.140 4.282 0.2150 31.140 0.2150 |
Book value (NT$ in thousands) $ 1,603,840 177,519 22,449 866,284 249,537 |
|---|---|---|---|
-
B. Total exchange gains (losses), including realized and unrealized gains from significant foreign exchange variations on monetary items held by the Group amounted to NT$19,247 and NT$21,411 for the periods between April 1 and June 30, 2024 and 2023 and NT$55,072 and NT$15,029 for the periods between January 1 and June 30, 2024 and 2023, respectively.
-
C. The analysis of foreign currency risk due to significant exchange rate fluctuation is as follows:
January 1 to June 30, 2024
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD RMB : NTD JPY : NTD Financial liabilities Monetary items USD : NTD JPY : NTD Euro : NTD |
Sensitivity Analysis Fluctuation Effect on profit or loss 1% $ 15,391 1% 3,286 1% 331 1% ( 4,848) 1% ( 1,703) 1% ( 354) |
Sensitivity Analysis Fluctuation Effect on profit or loss 1% $ 15,391 1% 3,286 1% 331 1% ( 4,848) 1% ( 1,703) 1% ( 354) |
Other comprehensive profit and loss affected $ - - - - - - |
|---|---|---|---|
Fluctuation 1% 1% 1% 1% 1% 1% |
|||
loss $ 15,391 3,286 331 ( 4,848) ( 1,703) ( 354) |
|||
January 1 to June 30, 2023
~70~
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD RMB : NTD JPY : NTD Financial liabilities Monetary items USD : NTD JPY : NTD |
Sensitivity Analysis Fluctuation Effect on profit or loss 1% $ 16,038 1% 1,775 1% 224 1% ( 8,663) 1% ( 2,495) |
Sensitivity Analysis Fluctuation Effect on profit or loss 1% $ 16,038 1% 1,775 1% 224 1% ( 8,663) 1% ( 2,495) |
Other comprehensive |
|---|---|---|---|
Fluctuation 1% 1% 1% 1% 1% |
|||
or loss $ 16,038 1,775 224 ( 8,663) ( 2,495) |
profit and loss affected |
||
$ - - - - - |
|||
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 income after tax from equity instruments at fair value through profit or loss for the six months ended June 30, 2024, and 2023, would have increased/decreased by NT$38,670 and NT$36,121, respectively; other comprehensive income classified as equity investment at fair value through other comprehensive income would have both increased/decreased by NT$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 six months ended June 30 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 six months ended June 30, 2024, and 2023, would have increased/decreased by NT$10,794 and NT$9,637, 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
~71~
the clients or counterparties of financial instruments under contract obligations, and the defaults are accounts receivable and the contract cash flow from debt instruments measured at amortized cost, measured at fair value through other comprehensive income and at fair value through profit or loss.
-
B. The management of credit risk is established with a Group perspective. Only the banks and financial institutions with an independent credit rating of at least “A” can be accepted as transaction partners of the Group. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.
-
C. The Group considers a contract payment overdue in accordance with the agreed payment terms a breach of contract.
-
D. The Group uses IFRS 9 to provide the following assumption as a basis for determining whether there is a significant increase in the credit risk of financial instruments after the original recognition:
-
(A) If the contract payment is overdue for more than 30 days in accordance with the agreed payment terms, the credit risk of the financial asset is significantly increased since the original recognition.
-
(B) For bond investments in Taipei Exchange, if any external rating agency rates it as an investment grade on the balance sheet date, the credit risk of the financial asset is considered low.
-
E. The Group uses the following indicators to determine the status of credit impairments of debt instruments:
-
(A) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.
-
(B) The issuer has suffered significant financial difficulties or is likely to enter bankruptcy or other financial restructuring.
-
(C) The issuer delays or does not pay for the interest or principal.
-
(D) Unfavorable changes in the national- or regional-level economic situation resulting in the issuer’s default.
-
F. The Group categorizes the accounts receivable from customers based on the characteristics of trade credit risks. The simplified approach is adopted for estimating the expected credit loss based on the provision matrix.
-
G. The Group may write off the amount of financial assets that cannot be reasonably expected to be recovered after recourse. However, the Group will continue the recourse to protect the rights of the claims.
-
H. The 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 June 30, 2024, December 31, 2023 and June 30, 2023 is as follows.
~72~
| Not past due June 30, 2024 Expected loss rate 0.01% Total book value $1,254,784 Loss allowance - Not past due December 31, 2023 Expected loss rate 0.01% Total book value $1,226,407 Loss allowance - Not past due June 30, 2023 Expected loss rate 0.01~1% Total book value $ 855,817 Loss allowance - |
Up to 30 days 0.01~30.48% $202,205 - Up to 30 days 0.05~33.11% $171,778 - Up to 30 days 0.05~1.95% $183,222 - |
31-90 days 0.01~62.25% $ 73,236 ( 2,648) 31-90 days 0.05~66.19% $ 78,432 ( 4,540) 31-90 days |
91-180 days | More than 181 | Total $1,639,203 ( 69,124) Total $1,508,255 ( 29,423) Total $1,171,273 ( 28,174) |
|---|---|---|---|---|---|
| days past due 0.10~100% $ 49,989 ( 48,049) More than 181 |
|||||
0.01~100% $ 58,989 ( 18,427) 91-180 days |
|||||
| days past due 50.9~100% $ 20,253 ( 19,696) More than 181 |
|||||
0.04~98.36% $ 11,385 ( 5,187) 91-180 days |
|||||
| days past due 57.71~100% $ 18,750 ( 18,088) |
|||||
1.88%~5.7% $ 52,190 ( 1,853) |
5.24~18.19% $ 61,294 ( 8,233) |
- 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 Impact from exchange rate June 30 January 1 Recognize impairment loss Impact from exchange rate June 30 |
2024 Accounts Receivables |
|---|---|
| $ 29,423 39,700 1 $ 69,124 2023 Accounts Receivables |
|
| $ 20,597 7,576 1 $ 28,174 |
(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.
~73~
-
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 NT$2,269,350, NT$2,284,019, and $2,745,562, respectively, held by the Group as of June 30, 2024, December 31, 2023, and June 30, 2023 are expected to generate immediate cash flows to manage liquidity risks.
-
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 |
June 30, 2024 $ 1,106,613 - - 8,326 |
December 31, 2023 $ 1,469,512 - 105,000 8,420 $ 1,582,932 |
June 30, 2023 $ 1,453,411 550,000 16,640 - |
|---|---|---|---|
$ 1,114,939 |
$ 2,020,051 |
- D. The following table shows the Group’s non-derivative financial liabilities and derivative financial liabilities settled on a net or total amount, grouped according to the relevant maturity date. Non-derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the contract maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Non-derivative financial liabilities:
| Within 1 year 1 to 2 years June 30, 2024 Non-derivative financial liabilities: Short Term Loans $6,437,731 $ - Notes Payable 9,797 - Accounts Payable 463,021 - Other accounts payable (Including related parties) 1,647,122 - Lease liabilities 44,004 39,401 Corporate bonds payable 27,260 27,260 Long-term borrowings (including current portion) 1,309,570 1,328,140 Guarantee Deposits Received - 35,278 |
2 to 5 years $ - - - - 98,793 3,243,980 1,639,885 - |
Over 5 years $ - - - - 434,538 - 443,433 - |
|---|---|---|
~74~
| Within 1 year 1 to 2 years December 31, 2023 Non-derivative financial liabilities: Short Term Loans $5,429,370 $ - Notes Payable 66 - Accounts Payable 463,892 - Other accounts payable (Including related parties) 1,205,457 - Lease liabilities 45,788 37,109 Corporate bonds payable 34,400 34,400 Long-term borrowings (including current portion) 1,320,782 1,148,345 Guarantee Deposits Received - 42,282 Within 1 year 1 to 2 years June 30, 2023 Non-derivative financial liabilities: Short Term Loans $5,406,919 $ - Notes Payable 72 - Accounts Payable 428,197 - Other accounts payable (Including related parties) 2,201,865 - Lease liabilities 42,480 33,854 Corporate bonds payable 20,540 20,540 Long-term borrowings (including current portion) 859,505 1,303,859 Guarantee Deposits Received - 51,905 |
2 to 5 years $ - - - - 98,036 3,558,260 1,669,689 - 2 to 5 years $ - - - - 91,272 2,737,220 2,007,468 - |
Over 5 years $ - - - - 446,083 - 480,331 - Over 5 years $ - - - - 455,088 - 423,300 - |
|---|---|---|
(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.
~75~
-
Financial instruments not measured at fair value
-
Cash, notes receivable, accounts receivable, other receivable, short-term borrowings, notes payable, accounts payable and other payable as reasonable approximation of fair value.
-
The related information for financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows:
| June 30, 2024 Level 1 Assets Recurring fair value measurements Financial Assets at Fair Value Through Profit or Loss Equity securities $4,607,097 Liabilities Recurring fair value measurements Financial liabilities at fair value through profit or loss Convertible bond call/put options $- December 31, 2023 Level 1 Assets Recurring fair value measurements Financial Assets at Fair Value Through Profit or Loss Equity securities $4,341,227 Beneficiary certificates 500 $4,341,727 Liabilities Recurring fair value measurements Financial liabilities at fair value through profit or loss Convertible bond call/put options $- |
Level 2 $92,372 $- Level 2 $67,292 - $67,292 $- |
Level 3 $134,261 $ 5,864 Level 3 $113,695 - $113,695 $ 9,383 |
Total $4,833,730 $ 5,864 Total $4,522,214 500 $4,522,714 $ 9,383 |
|---|---|---|---|
Financial liabilities at fair value through profit or loss Convertible bond call/put options |
~76~
| June 30, 2023 Assets Recurring fair value measurements Financial Assets at Fair Value Through Profit or Loss Equity securities Beneficiary certificates Liabilities Recurring fair value measurements Financial liabilities at fair value through profit or loss Convertible bond call/put options |
Level 1 $4,381,016 500 $4,381,516 $- |
Level 2 $77,300 - $77,300 $- |
Level 3 $56,267 - $56,267 $ 4,692 |
Total $4,514,583 500 $4,515,083 $ 4,692 |
|---|---|---|---|---|
-
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 carefully assessed and appropriately adjusted according to current market conditions.
~77~
-
(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 six months ended June 30, 2024 and 2023, there was no transfer between level 1 and level 2.
-
For the six months ended June 30, 2024, and 2023, the following chart is the movement of Level 3:
| January 1, 2024 Acquisition cost of the period Recognized in profit or loss of the period Impact from exchange rate June 30, 2024 January 1, 2023 Recognized in profit or loss of the period Impact from exchange rate June 30, 2023 |
Financial instruments |
|---|---|
| $ 104,312 20,000 3,519 566 |
|
| $ 128,397 Financial instruments |
|
| $ 51,174 1,005 ( 604) $ 51,575 |
- 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:
June 30, 2024
| June 30, 2024 | |||||
|---|---|---|---|---|---|
| Derivative equity/liability instruments: Shares of non-listed and non-OTC company Convertible bond call/put options |
Fair value $134,261 ( 5,864) |
Valuation | Significant unobservable inputs Net asset value Stock price volatility |
Range (weighted average) - 31.02% |
Relationship between inputs and |
| technique Net asset value method Convertible bond evaluation model |
fair value The higher the net asset value, the higher the fair value The higher the stock price volatility, the higher the fair value |
~78~
December 31, 2023
| December 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) |
Valuation | Significant unobservable inputs Net asset value Stock price volatility |
Range (weighted average) - 29.44% |
Relationship between inputs and |
| technique Net asset value method Convertible bond evaluation model |
fair value The higher the net asset value, the higher the fair value The higher the stock price volatility, the higher the fair value |
June 30, 2023
| June 30, 2023 | |||||
|---|---|---|---|---|---|
| Derivative equity/liability instruments: Shares of non-listed and non-OTC company Convertible bond call/put options |
Fair value $ 56,267 ( 4,692) |
Valuation | Significant unobservable inputs Net asset value Stock price volatility |
Range (weighted average) - 45.51% |
Relationship between inputs and |
| technique Net asset value method Convertible bond evaluation model |
fair value The higher the net asset value, the higher the fair value The higher the stock price volatility, the higher the fair value |
- The Corporate Group has carefully assessed the valuation models and parameters used to measure fair value. However, use of different valuation models or parameters may result in different measurement. For financial assets or liabilities classified in Level 3, changes in valuation parameters have the following impacts on the income or other comprehensive income of the period:
| Financial assets Equity instruments Debt |
Inputs Net asset value Stock price volatility |
Changes ± 1% ± 1% |
June 30, 2024 Recognized in profit or loss Favorable changes Adverse changes $ 1,343 ($ 1,343) 10 - $ 1,353 ($ 1,343) |
Recognized in other comprehensive income Favorable changes Adverse changes $ - $ - - - $- $- |
|---|---|---|---|---|
loss Favorable changes $ 1,343 10 $ 1,353 |
||||
Favorable changes $ - - $- |
~79~
| Financial assets Equity instruments Debt |
Inputs Net asset value Stock price volatility |
Changes ± 1% ± 1% |
December 31, 2023 Recognized in profit or loss Favorable changes Adverse changes $ 1,137 ($ 1,137) 20 ( 10) $ 1,157 ($ 1,147) |
Recognized in other comprehensive income Favorable changes Adverse changes $ - $ - - - $- $- |
|---|---|---|---|---|
loss Favorable changes $ 1,137 20 $ 1,157 |
||||
Favorable changes $ - - $- |
| Financial assets Equity instruments Debt |
Inputs Net asset value Stock price volatility |
Changes ± 1% ± 1% |
June 30, 2023 Recognized in profit or |
June 30, 2023 Recognized in profit or |
Recognized in other comprehensive income Favorable changes Adverse changes $ - $ - - - $- $- |
|---|---|---|---|---|---|
loss Favorable changes $ 563 10 $ 573 |
Adverse changes ($ 563) ( 10) ($ 573) |
||||
Favorable changes $ - - $- |
XIII. Supplementary Disclosure
-
(I) Significant transactions information
-
Loans to others: Please refer to Table 1.
-
Provision of endorsements and guarantees to others: Please refer to Table 2.
-
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table 3.
-
Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.
-
Acquisition of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.
-
Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Engaged in derivative trading: None.
~80~
-
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 June 30, 2024:
| Photomask and semiconductor segment Revenue from external clients $ 3,754,600 Segment revenue ($ 106,582) Segment margin $ 433,433 Segment margin include: Depreciation ($ 580,231) Amortization expense ($ 44,099) Financial Costs ($ 160,088) Interest income $ 16,239 Investments income recognized by using equity method ($ 25,872) Segment assets $ 21,038,171 |
Medical segment $ 93,324 ($ 5,735) ($ 136,090) ($ 43,378) ($ 4,576) ($ 13,422) $ 123 $- $1,182,397 |
Total $ 3,847,924 ($ 112,317) $ 297,343 ($ 623,609) ($ 48,675) ($ 173,510) $ 16,362 ($ 25,872) $ 22,220,568 |
|---|---|---|
~81~
January 1 to June 30, 2023:
| Photomask and semiconductor segment Revenue from external clients $ 3,322,796 Segment revenue ($ 158,235) Segment margin $ 446,748 Segment margin include: Depreciation ($ 399,746) Amortization expense ($ 24,767) Financial Costs ($ 123,478) Interest income $ 20,610 Investments income recognized by using equity method ($ 39,491) Segment assets $ 19,993,253 |
Medical segment $ 40,685 $- ($ 99,395) ($ 9,634) ($ 411) ($ 6,650) $ 123 $- $ 785,470 |
Total $ 3,363,481 ($ 158,235) $ 347,353 ($ 409,380) ($ 25,178) ($ 130,128) $ 20,733 ($ 39,491) $20,778,723 |
|---|---|---|
(III) Reconciliation for segment income
Sales between segments are conducted according to the principle of transactions at fair value. The operating revenue from external customers reported to the operating decision maker is measured in a manner consistent with that in the income statement.
The consolidated income, assets and liabilities of related segments are consistent with the consolidated income, consolidated assets and consolidated liabilities, so there is no reconciliation information.
~82~
Table 1
Taiwan Mask Corporation and Subsidiaries
Loans to Others
January 1 to June 30, 2024
Unit: NT$ Thousand (Unless otherwise specified)
| No. (Note 1) Company that lent funds Borrowing party 1 Youe Chung Capital Corporation Moment Semiconductor, Inc. 1 Youe Chung Capital Corporation Aptos Technology INC. 1 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 1 Youe Chung Capital Corporation Innova Vision INC. 2 Miracle Technology CO., LTD. Aptos Technology INC. 3 Miko-China Enterprise (Shanghai) Co., Ltd. Sichuan Miracle Power Technology Co., Ltd. 4 Pilot Qiangxiang Co., Ltd. Xsense Technology Corporation (B.V.I.) Taiwan Branch |
General ledger account Other Receivables -Related Parties Other Receivables -Related Parties Other Receivables -Related Parties Other Receivables -Related Parties Other Receivables -Related Parties Other Receivables -Related Parties Other Receivables -Related Parties |
i | Related parties? s a related party Y Y Y Y Y Y Y |
Maximum Balance for the Period $ 30,000 $ 390,000 300,000 180,000 170,000 44,870 100,000 |
Ending balance - $ 350,000 300,000 180,000 170,000 44,450 50,000 |
Amount Actually Drawn - 340,000 300,000 160,000 170,000 44,450 50,000 |
Range of interest rate 2.7% 2.7% 2.7% 2.7% 2.7% 2.509% 2.7% |
Nature of loan Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
Amount of transaction with borrower $ - - - - - - - |
Reason for | Collateral Amount of recognized impairment loss Name Value $ - None $ - - Promissory note 350,000 - Promissory note 300,000 - Promissory note 180,000 - Promissory note 170,000 - None - - Promissory note 50,000 |
Limit on loans | Ceiling on total loan granted Note $ 1,474,511 Note 6 1,474,511 Note 6 1,474,511 Note 6 1,474,511 Note 6 175,256 Note 4 170,965 Note 8 157,182 Note 7 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| short-term | granted to a single party $ 1,474,511 1,474,511 1,474,511 1,474,511 175,256 170,965 157,182 |
|||||||||||||
| financing Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover Working Capital Turnover |
Note 1: The description of the number columns are as follows:
-
(1) Fill in “0” for the issuer.
-
(2) The investee company is numbered in sequence starting from the Arabic numeral 1 according to company type.
-
Note 2: Amendment to the Procedures for Lending Funds to Others:
-
(1) Total amount of loans: The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.
-
(2) For companies or businesses that have business dealings with the Company, the loan amount of each individual borrowers shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company net value.
-
(3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.
-
(4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loan to a single party shall not exceed 50% of the Company’s net value.
-
Note 3: Subsidiary - ADL Energy Corp Procedures for Lending Funds to Others:
-
(1) The total loan amount shall not exceed 50% of the Company’s net value. However, for companies or businesses that have a short-term financing need, the loan amount of each individual borrowers shall not exceed 40% of the Company net value.
-
(2) In addition to the provisions in (1), the loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the 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.
~83~
-
(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) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.
-
(4) Inter-company loans of funds between overseas companies in which the Company owns, directly or indirectly, 100% of the voting shares, are not restricted by the abovementioned paragraphs. However, the total amount of loans and the amount of loan to a single party shall not exceed 50% of the Company’s net value.
-
Note 5: Subsidiary - Innova Vision Procedures for Lending Funds to Others
-
(1) Total amount of loans: The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.
-
(2) The loan amount of each individual borrower of companies or businesses that have business dealings with the Company shall not exceed the amount of transactions between the two parties in the past year. The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties, and shall not exceed 20% of the Company’s net value.
-
(3) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.
-
Note 6: Subsidiary - Youe Chung Capital Corporation Procedures for Lending Funds to Others
-
(1) Total amount of loans: The total amount of the Company’s loans shall not exceed 40% of the Company’s net value.
-
(2) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.
-
Note 7: Subsidiary - Pilot 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) For companies or businesses that have a short-term financing need, the loan amount of each individual borrower shall not exceed the amount of transactions between the two parties in the most recent year and not exceed 40% of the Company’s net value.
~84~
Table 2
Taiwan Mask Corporation and Subsidiaries
Endorsements and Guarantees to Others
January 1 to June 30, 2024
Unit: NT$ Thousand (Unless otherwise specified)
Party being endorsed/guaranteed
| No. (Note 1) Endorser/ guarantor Name of Company 0 Taiwan Mask Corporation Miracle Technology CO., LTD. 1 Miracle Technology CO., LTD. Xsense Technology Corporation (B.V.I.) Taiwan Branch 1 Miracle Technology CO., LTD. Aptos Technology INC. 2 Miko-China Enterprise (Shanghai) Co., Ltd. Miracle Technology CO., LTD. 3 Pilot Qiangxiang Co., Ltd. ADL Energy Corp 3 Pilot Qiangxiang Co., Ltd. Youe Chung Capital Corporation |
Relationship (Note 2) 2 1 1 3 2 3 |
Limits on Endorsement/ Guarantee Amount Provided to Each Guaranteed (Note 3, 4, 5, 6) $ 229,550 175,256 175,256 427,413 157,182 157,182 |
Maximum Balance | Maximum Balance | Ending Balance of Endorsement/ Guarantee $ 129,800 $ 150,000 20,000 226,695 - 100,000 |
Amount Actually Drawn - 150,000 20,000 226,695 - 100,000 |
Amount of Endorsement /Guarantee Collateralized by Properties $ - 150,000 20,000 226,695 - 100,000 |
t |
|---|---|---|---|---|---|---|---|---|
| of Endorsement/ Guarantee for the |
||||||||
$ |
$ |
Period 221,060 150,000 20,000 228,837 30,000 100,000 |
Note 1: The description of the number columns are as follows:
-
(1) Fill in “0” for the issuer.
-
(2) The investee company is numbered in sequence starting from the Arabic numeral 1 according to company type.
-
Note 2: The relationship between the guarantor and the guarantee are one of the seven types indicated below:
-
(1) A company with which it does business.
-
(2) A company in which the Company directly and indirectly holds more than 50% of the voting shares.
-
(3) A company that directly and indirectly holds more than 50% of the voting shares in the Company.
-
(4) Companies in which the Company holds, directly or indirectly, 90%, or more of the voting shares may make endorsements/guarantees for each other.
-
(5) A company that is mutually insured by a contract between peers or co-founders based on the needs of the contracted work.
-
(6) A company that is guaranteed by all contributing shareholders in proportion to their shareholdings due to a joint investment relationship.
-
(7) Companies that are engaged in joint and several guarantees for the performance guarantee of pre-sale housing sales contracts in accordance with the regulations of the Consumer Protection Act.
-
Note 3: The Company’s endorsement and guarantee practices for others provide that:
-
(1) The total amount of the Company’s external endorsement guarantee shall not exceed 30% of the Company’s paid-in capital.
-
(2) The amount of business transactions refers to the higher of the amount of goods purchased or sold between the parties.
-
(3) Companies with which the Company has a parent-child relationship: The endorsement and guarantee for a single enterprise shall not exceed 10% of the Company’s paid-in capital and the company’s paid-in capital being endorsed and guaranteed.
-
(4) The aggregate amount of the endorsement and guarantee of the Company and its subsidiaries as a whole shall not exceed 40% of the net worth of the Company, of which the endorsement and guarantee of a single subsidiary shall not exceed 20% of the net worth of the Company.
-
Note 4: Subsidiary - ADL Energy Corp Endorsement and Guarantee Procedures:
-
(1) The aggregate amount of cumulative external endorsement guarantees shall not exceed 40% of the net value of the Company’s most recent audited or reviewed financial statements.
~85~
-
(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.
~86~
Ending holding of marketable securities (not including subsidiaries, associates and joint ventures)
Table 3
Taiwan Mask Corporation and Subsidiaries
June 30, 2024
Unit: NT$ Thousand (Unless otherwise specified)
| Company name of the shareholding Marketable securities Taiwan Mask Corporation Common stocks of United Microelectronics Corporation Taiwan Mask Corporation Common stock of China Steel Structure Co., Ltd. Taiwan Mask Corporation Common stocks of Avision Inc. through private placement. Taiwan Mask Corporation Common Stock of 3S Silicon Tech Inc. Youe Chung Capital Corporation Common stocks of United Microelectronics Corporation Youe Chung Capital Corporation Common stocks of Microtek International Youe Chung Capital Corporation Common stocks of Taiwan Mask Youe Chung Capital Corporation Common stock of China Steel Structure Co., Ltd. Youe Chung Capital Corporation Common stocks of EVERBRITE Technology Youe Chung Capital Corporation Common stocks of Image Match Design Inc. Youe Chung Capital Corporation B Current Impact Investment Youe Chung Capital Corporation B Current Impact Investment Partnership Youe Chung Capital Corporation Intellectual Property Innovation Corporation Partnership Fund Youe Chung Capital Corporation Wisdom Capital Limited Partnership Jing Hao Investment Co., Ltd. G-TECH ELECTRONICS LTD. Jing Hao Investment Co., Ltd. Common stocks of Memchip Technology Co., Ltd. Aptos Technology INC. Common stocks of TOPFUN TECHNOLOGY INC. Miko-China Enterprise (Shanghai) Co., Ltd. Common stocks of Shenzhen He Mei Jing Yi Semiconductor Technology Co., Ltd. |
Relationship with the marketable securities issuer General ledger account None Financial Assets at Fair Value Through Profit or Loss - Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Current None Financial Assets at Fair Value Through Profit or Loss - Current Parent company Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current The Company is a director of that company Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current None Financial Assets at Fair Value Through Other Comprehensive Income - Non Current None Financial Assets at Fair Value Through Profit or Loss - Non Current |
End of period Number of shares Book value Ownership Fair value Note 7,554,000 $ 420,758 0.06% $ 420,758 14,334,000 831,372 7.17% 831,372 10,000,000 63,900 4.61% 63,900 1,000,000 28,472 2.69% 28,472 5,680,000 316,376 0.05% 316,376 40,966,000 954,508 19.92% 954,508 35,331,440 2,688,722 13.77% 2,688,722 24,999,000 1,449,942 12.50% 1,449,942 12,798,000 634,141 19.66% 634,141 378,000 2,925 2.07% 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% - 400,000 21,336 0.31% 21,336 |
|---|---|---|
~87~
Taiwan Mask Corporation and Subsidiaries
Significant inter-company transactions during the reporting periods
January 1 to June 30, 2024
Table 4
Unit: NT$ Thousand (Unless otherwise specified)
| Code (Note 1) Name of the counterparty Counterparty 0 Taiwan Mask Corporation Miracle Technology CO., LTD. 0 Taiwan Mask Corporation Miracle Technology CO., LTD. 0 Taiwan Mask Corporation Miracle International Enterprise(Shanghai) Co., Ltd. 0 Taiwan Mask Corporation Miracle International Enterprise(Shanghai) Co., Ltd. 0 Taiwan Mask Corporation Aptos Technology INC. 0 Taiwan Mask Corporation Aptos Technology INC. 0 Taiwan Mask Corporation Innova Vision INC. 0 Taiwan Mask Corporation Innova Vision INC. 0 Taiwan Mask Corporation Miracle Technology CO., LTD. 0 Taiwan Mask Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 1 Miracle Technology CO., LTD. Aptos Technology INC. 1 Miracle Technology CO., LTD. Aptos Technology INC. 1 Miracle Technology CO., LTD. Aptos Technology INC. 1 Miracle Technology CO., LTD. Xsense Technology Corporation (B.V.I.) Taiwan Branch 1 Miracle Technology CO., LTD. Miracle International Enterprise(Shanghai) Co., Ltd. 1 Miracle Technology CO., LTD. Miracle International Enterprise(Shanghai) Co., Ltd. 1 Miracle Technology CO., LTD. Aptos Technology INC. 1 Miracle Technology CO., LTD. Aptos Technology INC. 1 Miracle Technology CO., LTD. Aptos Technology INC. 1 Miracle Technology CO., LTD. Sichuan Miracle Power Technology Co., Ltd. 2 Miko-China Enterprise (Shanghai) Co., Ltd. Miracle Technology CO., LTD. 2 Miko-China Enterprise (Shanghai) Co., Ltd.Sichuan Miracle Power Technology Co., Ltd. 3 Sichuan Miracle Power Technology Co., Ltd. Miko-China Enterprise (Shanghai) Co., Ltd. 4 Youe Chung Capital Corporation Aptos Technology INC. 4 Youe Chung Capital Corporation Aptos Technology INC. |
Relationship (Note 2) General ledger account 1 Sales 1 Endorsement and guarantee 1 Sales 1 Accounts Receivables 1 Rental income 1 Other Receivables 1 Rental income 1 Other Receivables 1 Rental income 1 Rental income 3 Short-term borrowings (loans of funds) 3 Other Receivables 3 Interest income 3 Endorsement and guarantee 3 Sales 3 Accounts Receivables 3 Endorsement and guarantee 3 Sales 3 Accounts Receivables 3 Sales 3 Endorsement and guarantee 3 Short-term borrowings (loans of funds) 3 Sales 3 Short-term borrowings (loans of funds) 3 Other Receivables |
Status of transaction Amount Transaction terms 3,128 Net 60 129,800 Same with other customers 8,114 Net 60 4,780 Net 60 25,755 Same with other customers 35,052 Same with other customers 8,776 Same with other customers 50,707 Same with other customers 1,254 Same with other customers 24,269 Same with other customers 170,000 Receipt and payment at an agreed time 2,309 Receipt and payment at an agreed time 2,441 Receipt and payment at an agreed time 150,000 Same with other customers 22,694 Net 30 3,073 Net 30 20,000 Same with other customers 1,838 Same with other customers 1,798 Same with other customers 1,043 Net 60 226,695 Same with other customers 44,450 Receipt and payment at an agreed time 3,971 Net 30 340,000 Receipt and payment at an agreed time 3,472 Receipt and payment at an agreed time |
Percentage of consolidated | Percentage of consolidated |
|---|---|---|---|---|
total operating revenues or |
||||
total assets (Note 3) 0.08% 0.58% 0.21% 0.02% 0.67% 0.16% 0.23% 0.23% 0.03% 0.63% 0.77% 0.01% 0.06% 0.68% 0.59% 0.01% 0.09% 0.05% 0.01% 0.03% 1.02% 0.20% 0.10% 1.53% 0.02% |
~88~
| Code (Note 1) Name of the counterparty Counterparty 4 Youe Chung Capital Corporation Aptos Technology INC. 4 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 4 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 4 Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch 4 Youe Chung Capital Corporation Innova Vision INC. 4 Youe Chung Capital Corporation Innova Vision INC. 4 Youe Chung Capital Corporation Innova Vision INC. 5 Pilot Qiangxiang Co., Ltd. Xsense Technology Corporation (B.V.I.) Taiwan Branch 5 Pilot Qiangxiang Co., Ltd. Xsense Technology Corporation (B.V.I.) Taiwan Branch 5 Pilot Qiangxiang Co., Ltd. Youe Chung Capital Corporation 6 Innova Vision INC. iPro Vision Inc. 7 iPro Vision Inc. Innova Vision INC. 8 Digital-Can Tech. Co., Ltd. Taiwan Mask Corporation |
Relationship (Note 2) General ledger account 3 Interest income 3 Short-term borrowings (loans of funds) 3 Other Receivables 3 Interest income 3 Short-term borrowings (loans of funds) 3 Other Receivables 3 Interest income 3 Short-term borrowings (loans of funds) 3 Other Receivables 3 Endorsement and guarantee 3 Sales 3 Sales 2 Sales |
Status of transaction Amount Transaction terms 4,043 Receipt and payment at an agreed time 300,000 Receipt and payment at an agreed time 4,361 Receipt and payment at an agreed time 3,690 Receipt and payment at an agreed time 160,000 Receipt and payment at an agreed time 2,264 Receipt and payment at an agreed time 1,818 Receipt and payment at an agreed time 50,000 Receipt and payment at an agreed time 1,316 Receipt and payment at an agreed time 100,000 Receipt and payment at an agreed time 3,321 Net 60 2,414 Receipt and payment at an agreed time 62,618 Net 60 |
Percentage of consolidated | Percentage of consolidated |
|---|---|---|---|---|
total operating revenues or |
||||
total assets (Note 3) 0.11% 1.35% 0.02% 0.10% 0.72% 0.01% 0.05% 0.23% 0.01% 0.45% 0.09% 0.06% 1.63% |
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$1 million will be disclosed, and transactions with related parties will not be disclosed separately.
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Taiwan Mask Corporation and Subsidiaries
Names, locations and other information of investee companies (not including investees in Mainland China)
January 1 to June 30, 2024
Table 5
Unit: NT$ Thousand (Unless otherwise specified)
| Name of Investor Investee Taiwan Mask Corporation SunnyLake Park International Holdings, Inc. Taiwan Mask Corporation Youe Chung Capital Corporation Taiwan Mask Corporation Advagene Biopharma Co., Ltd. Taiwan Mask Corporation Miracle Technology CO., LTD. Taiwan Mask Corporation Weida Hi-Tech Co., Ltd. Taiwan Mask Corporation Innova Vision INC. Taiwan Mask Corporation ONE TEST SYSTEMS Taiwan Mask Corporation Pilot Qiangxiang Co., Ltd. Taiwan Mask Corporation TrueLight Corporation Youe Chung Capital Corporation Advagene Biopharma Co., Ltd. Youe Chung Capital Corporation Xsense Technology Corporation Youe Chung Capital Corporation Xsense Technology Corporation (B.V.I.) Taiwan Branch Youe Chung Capital Corporation Aptos Technology INC. |
Location Main business activities British Virgin Islands Re-investment Taiwan Re-investment Taiwan Medical, R&D, manufacturing Taiwan Electronics components manufacturing, electronics materials and precision equipment distribution and power component design Taiwan Display panel control chip and other module’s research, design, development, manufacturing and sales Taiwan Manufacturing, retail, wholesale and international trade of medical equipment United States Research, development and design of test equipment and related components Taiwan Electronic parts and components and energy technical services Taiwan Optical fiber communication related products Taiwan Medical, R&D, manufacturing British Virgin Islands Precious metal coating Taiwan Precious metal coating Taiwan Design, packaging and testing of NAND flash |
Initial investment amount Balance at the end of period End of the previous year |
Initial investment amount Balance at the end of period End of the previous year |
Shares held at the end of the period Number of shares Ownership Book value Profit (loss) of the investee for the current period 3,120,000 100% $ 5,902 ($ 102) 534,877,568 100% 1,006,907 186,292 12,549,652 23.51% 25,593 ( 31,395) 22,955,033 100% 474,250 ( 11,863) 12,176,880 28.20% 22,479 ( 15,865) 37,813,134 75.32% 40,356 ( 132,038) 940,000 100% 87,570 0 3,600,000 20.00% 96,438 ( 44,392) 13,500,000 12.11% 401,072 ( 73,326) 3,216,223 6.03% 6,559 ( 31,395) 1 100.00% 6,314 67 12,189,191 53.00% ( 32,112) ( 51,027) 28,481,161 47.19% ( 281,167) ( 123,308) |
Shares held at the end of the period Number of shares Ownership Book value Profit (loss) of the investee for the current period 3,120,000 100% $ 5,902 ($ 102) 534,877,568 100% 1,006,907 186,292 12,549,652 23.51% 25,593 ( 31,395) 22,955,033 100% 474,250 ( 11,863) 12,176,880 28.20% 22,479 ( 15,865) 37,813,134 75.32% 40,356 ( 132,038) 940,000 100% 87,570 0 3,600,000 20.00% 96,438 ( 44,392) 13,500,000 12.11% 401,072 ( 73,326) 3,216,223 6.03% 6,559 ( 31,395) 1 100.00% 6,314 67 12,189,191 53.00% ( 32,112) ( 51,027) 28,481,161 47.19% ( 281,167) ( 123,308) |
Investment profit (loss) recognized for the current period Note ($ 102) 46,707 ( 7,381) ( 11,863) ( 3,672) ( 102,500) ( 6,758) ( 10,123) ( 8,880) ( 1,892) 67 ( 28,818) ( 59,347) |
|---|---|---|---|---|---|---|
Ownership 100% $ 100% 23.51% 100% 28.20% 75.32% 100% 20.00% 12.11% 6.03% 100.00% 53.00% ( 47.19% ( |
||||||
$ 103,045 1,260,000 165,691 252,651 293,371 598,721 121,372 180,000 410,400 75,021 325,965 - 434,692 |
$ 103,045 1,260,000 165,691 252,651 293,371 598,721 121,372 180,000 - 75,021 325,965 - 434,692 |
3,120,000 534,877,568 12,549,652 22,955,033 12,176,880 37,813,134 940,000 3,600,000 13,500,000 3,216,223 1 12,189,191 28,481,161 |
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| Name of Investor Investee Location Main business activities 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 Youe Chung Capital Corporation BKS Tec Corp. Taiwan Electronics Components Manufacturing 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 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 |
Initial investment amount Balance at the end of period End of the previous year |
Initial investment amount Balance at the end of period End of the previous year |
Shares held at the end of the period Number of shares Ownership Book value 94,370 0.19% 201 ( 7,281,250 57.39% 104,965 7,000,000 38.89% 198,535 ( 4,000,000 53.33% 24,428 ( 6,000 38.91% 25,953 - 100% - 10,000,000 100% - 25,860,907 100% 352,396 10,000 100% 7,048 ( 3,000,000 100% ( 3,453) ( 1,000,000 100% ( 1,100) 6,400 52.03% ( 1,392) 5,900 47.97% ( 1,283) 11,984,526 100% 73,634 |
Shares held at the end of the period Number of shares Ownership Book value 94,370 0.19% 201 ( 7,281,250 57.39% 104,965 7,000,000 38.89% 198,535 ( 4,000,000 53.33% 24,428 ( 6,000 38.91% 25,953 - 100% - 10,000,000 100% - 25,860,907 100% 352,396 10,000 100% 7,048 ( 3,000,000 100% ( 3,453) ( 1,000,000 100% ( 1,100) 6,400 52.03% ( 1,392) 5,900 47.97% ( 1,283) 11,984,526 100% 73,634 |
Profit (loss) of the investee for the current period 132,038) 1,577 44,392) 10,280) (10,402) 19,469 52) 57) 12 25 25 5,324 |
Investment profit (loss) recognized for the current period Note ( 248) ( 1,542) ( 23,313) ( 5,483) (4,047) - Note - 19,469 ( 52) ( 57) 12 13 12 5,324 |
|---|---|---|---|---|---|---|
Ownership 0.19% 57.39% 38.89% 53.33% 38.91% 100% 100% 100% 100% 100% ( 100% ( 52.03% ( 47.97% ( 100% |
||||||
( ( ( ( ( ( |
||||||
151,533 139,072 178,500 40,000 30,000 - 29,795 10,012 37 64,650 60,157 84,204 56,420 413,050 |
151,533 139,072 178,500 40,000 - - 29,795 10,012 37 64,650 60,157 84,204 56,420 413,050 |
94,370 7,281,250 7,000,000 4,000,000 6,000 - 10,000,000 25,860,907 10,000 3,000,000 1,000,000 6,400 5,900 11,984,526 |
Note: As of June 30, 2024, the funds for shares have not been remitted.
~91~
Taiwan Mask Corporation and Subsidiaries
Information on investments in Mainland China
January 1 to June 30, 2024
Table 6
Unit: NT$ Thousand (Unless otherwise specified)
| Investee in Mainland China Main business activities Miko-China Enterprise (Shanghai) Co., Ltd. Electronics components manufacturing, electronics materials and precision equipment distribution and power component design Miracle International Enterprise(Shanghai) Co., Ltd. Electronics components manufacturing, electronics materials and precision equipment distribution and power component design Sichuan Miracle Power Technology Co., Ltd. IC product design, production and sales |
Paid-up capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to China at the beginning of the period $ 3,283 10,215 - |
Amount remitted from Taiwan to China/Amount |
Amount remitted from Taiwan to China/Amount |
Accumulated amount | Accumulated amount | Profit (loss) of the investee for the current period $ 24,406 ( 5,532) ( 4,904) |
Ownership | Investment income (loss) recognized by the Company for the current period (Note 2) Ending carrying amount $ 24,406 $ 427,413 ( 5,532) 99,997 ( 4,904) 51,553 |
Accumulated amount of investment income remitted back to Taiwan Note $ - Note 2 (2) B - Note 2 (2) B, Note 4 - Note 2 (2) B |
|---|---|---|---|---|---|---|---|---|---|---|---|
| remitted back to Taiwan for the period Remitted to Remitted back |
|||||||||||
held by the |
|||||||||||
| of remittance from Taiwan to China at |
Company (direct or indirect) 100% 100% 100% |
||||||||||
| the end of period $ 3,283 10,215 - |
|||||||||||
$ 3,283 10,215 53,676 |
1 1 3 |
$ - - - |
$ - - - |
| Name of Company Miracle Technology CO., LTD. |
Accumulated amount of remittance from Taiwan to China as of the end of |
Accumulated amount of remittance from Taiwan to China as of the end of |
Investment amoun Commission of the |
t approved by the Investment Ministry of Economic Affairs (MOEA) |
Ceiling on investments in China imposed by the | Ceiling on investments in China imposed by the |
|---|---|---|---|---|---|---|
| $ | the period 13,498 |
$ 13,498 |
Investment Commission of MOEA $ 262,885 |
-
Note 1: Investment methods are classified into the following three categories; fill in the number of categories each case belongs to:
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in an existing company in the third area (please specify the company), which then invested in Mainland China.
-
(3). Others
-
Note 2: Investment income recognized by the Company for the current period
-
(1) If it is still under preparation with no actual gain or loss, it shall be indicated in the box.
-
(2) The basis for recognition of the investment gains or losses is divided into the following three,
-
A. Financial statements audited and validated by an international accounting firm that has a collaborative relationship with CPA firms in Taiwan.
-
B. Financial statements reviewed by a certified accountant or accounting firm who work with the parent company in Taiwan.
-
C. Unaudited financial reports.
-
Note 3: The relevant figures in this table should be presented in New Taiwan Dollars.
- Note 4: It was originally invested through Misun Technology Co., Ltd. Since the aforementioned company has gone through dissolution and liquidation, it has been changed to Miracle Technology Co., Ltd. directly investing in Miracle International Enterprise (Shanghai) Co., Ltd.
~92~
Taiwan Mask Corporation and Subsidiaries Information on Major Shareholders
June 30, 2024
Table 7 Name of Main Shareholders Youe Chung Capital Corporation
| No. of shares held 35,331,440 |
Shares | Ownership | |
|---|---|---|---|
13.77% |
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