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TRI — Audit Report / Information 2022
Dec 22, 2022
52263_rns_2022-12-22_f9ae5478-8a1c-45ab-807c-e85b325749b6.pdf
Audit Report / Information
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TEST RESEARCH, INC.
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT DECEMBER 31, 2022 AND 2021
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Test Research, Inc.
Opinion
We have audited the accompanying parent company only balance sheets of Test Research, Inc. (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the ‘ Auditors’ responsibilities for the audit of the parent company only financial statements’ section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:
Valuation of inventories
Description
Refer to Note 4(10) for accounting policies adopted for the valuation of inventories, Note 5 for critical accounting estimates and assumptions related to the valuation of inventories, and Note 6(3) for details of inventories. As of December 31, 2022, inventory and allowance for valuation losses are NT$1,583,177 thousand and NT$143,529 thousand, respectively.
The Company is primarily engaged in the design, manufacture, sales, repairs and maintenance of automated inspection and testing equipment, and inventories are stated at the lower of cost and net realisable value. Management considers the rapidly changing technology and the short life cycle of electronic products in evaluating inventories. For inventories that are over a certain aging and individually identified obsolete or slow-moving items, the net realisable value is determined based on inventory aging and the market demand of such items in the future for a specific period, which are based on sales, obsolescence and the inventory quality. As the amount of inventory is significant, involves numerous items, and the valuation of inventory requires critical judgement and a high degree of uncertainty in estimation, we considered the valuation of inventory a key audit matter.
How our audit addressed the matter
Our audit procedures performed in respect of the above key audit matter included the following:
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Understanding the industry and operations of the Company, and assessing the reasonableness of accounting policies applied in determining the adequacy of inventory provision.
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Understanding the inventory management processes, examining the annual physical count plan, and performing physical inventory observation to assess the effectiveness of judgement and control over obsolete or slow-moving inventory.
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Obtaining inventory aging report and testing movements to confirm whether they are assigned to the correct aging category and are in accordance with the Company’s accounting policy. We also recalculated to check the adequacy of the allowance for valuation losses.
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Analysing and comparing the difference of inventory valuation losses between the latest two years and examining supporting evidences in relation to allowance for slow-moving inventory valuation losses, which were individually identified by the management based on the inventory clearance condition, to assess the propriety of inventory valuation losses.
Cutoff of export revenue recognition
Description
For accounting policies adopted for revenue recognition, refer to Note 4(23).
The Company recognises export revenue in accordance with the terms of the transaction with the customer. Export revenue constitutes approximately 80% of parent company only operating revenue and the period of revenue recognition is based on transaction terms of different customers. As the timing of revenue recognition is subject to management’s judgement based on past experience, revenue may not be recorded in the proper period. Thus, we considered the cutoff of export revenue recognition a key audit matter.
How our audit addressed the matter
Our audit procedures performed in respect of the above key audit matter included the following:
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Understanding and assessing the effectiveness of export revenue recognition control processes.
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Obtaining detailed listing of export sales within a certain period before and after period end, selecting samples and assessing the completeness by agreeing the sale to supporting documentation (such as export bill of lading and proof of delivery) to ascertain whether the sale was recorded in the proper period.
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Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
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from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Pan, Hui-Lin Huang, Pei-Chuan
For and on behalf of PricewaterhouseCoopers, Taiwan February 22, 2023
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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TEST RESEARCH, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(2) 6(2) 7 7 6(3) 6(4) 6(5) and 8 6(16) |
December 31, 2022 AMOUNT % $873,052101,241,924141,980-1,034,50211173,172212,719-1,427-1,439,6481632,433-4,810,857531,257,855142,840,8523223,321-65,37911,129-4,188,53647$8,999,393100 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
AMOUNT$873,0521,241,9241,9801,034,502173,17212,7191,4271,439,64832,4334,810,8571,257,8552,840,85223,32165,3791,1294,188,536$8,999,393 |
AMOUNT$847,876737,0451,727825,494336,2628,72167,7591,717,31637,0184,579,2181,096,8032,051,94226,45373,4296973,249,324$7,828,542 |
% | ||
| Current assets 1100 Cash and cash equivalents 1140 Current contract assets 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1200 Other receivables 1210 Other receivables due from related parties 130X Inventories 1470 Other current assets 11XX Total current assets Non-current assets 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1780 Intangible assets 1840 Deferred income tax assets 1920 Guarantee deposits paid 15XX Total non-current assets 1XXX Total assets |
119-114-122- |
|||
58 |
||||
142611- |
||||
42 |
||||
100 |
(Continued)
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TEST RESEARCH, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2022 December 31, 2021 Notes AMOUNT % AMOUNT % 6(11) $37,137-$49,150117,172-30,4931462,0785888,729116(6) 593,6587298,12547 32,551-17,304-317,0414169,05127,736-6,010-1,467,373161,458,8621913,957-39,920-6(16) 211,6062176,53826(7) 39,580156,9311265,1433273,38931,732,516191,732,251226(8) 2,362,160262,362,160306(9) 53,290153,29016(10) 1,533,787171,415,3111868,362157,20913,297,982372,276,68329(48,704) (1) (68,362) (1 )7,266,877816,096,291789 11 $8,999,393100$7,828,542100 |
|---|---|
| Current liabilities 2130 Current liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables to related parties 2230 Current income tax liabilities 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2550 Provisions for liabilities - non-current 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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TEST RESEARCH, INC. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(11) and 7 $6,319,384100$5,140,7301006(14)(15) (2,821,018) (45) (2,519,631) (49)3,498,366552,621,099516(4) (85,016) (1) (74,851) (2)6(4) 74,851199,18123,488,201552,645,429516(14)(15) and 7 (812,903) (13) (723,531) (14)(149,989) (2) (123,275) (2)(534,901) (9) (497,036) (10)12(2) (4,236)-1,461-(1,502,029) (24) (1,342,381) (26)1,986,172311,303,048252,488-3,183-6(12) 16,616-17,55316(13) 262,4294 (37,929) (1)(98)---6(4) 146,6443198,0894428,0797180,89642,414,251381,483,944296(16) (492,766) (8) (298,890) (6)$1,921,48530$1,185,054236(7) $8,956- ($291)-24,5731 (13,941)-6(16) (4,915)-2,788-19,6581 (11,153)-$28,6141 ($11,444)-$1,950,09931$1,173,610236(17) $8.13$5.02$8.11$5.01 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit from operations 5910 Unrealised loss from sales 5920 Realised profit from sales 5950 Gross margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment (loss) gain 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial gain (loss) on defined benefit plan Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8399 Income tax relating to the components of other comprehensive (loss) income that will be reclassified to profit or loss 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
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TEST RESEARCH, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| 2021 Balance at January 1, 2021 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Appropriations of 2020 earnings Legal reserve Special reserve Cash dividends Balance at December 31, 2021 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriations of 2021 earnings Legal reserve Special reserve Cash dividends Balance at December 31, 2022 |
Notes | Ordinary share | Capital Reserves | Capital Reserves | Capital Reserves | Capital Reserves | Retained Earnings | Retained Earnings | Exchange differences on translation of foreign financial statements |
Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital surplus, additional paid-in capital |
Capital surplus, changes in equity of associates and joint ventures accounted for using equity method |
Legal reserve | Special reserve | Unappropriated retained earnings |
||||||||||||
| 6(10) 6(10) |
$ 2,362,160------$ 2,362,160$ 2,362,160------$ 2,362,160 |
$51,874------$51,874$51,874------$51,874 |
$1,416 - - - - - - $1,416 $1,416 - - - - - - $1,416 |
$ 1,306,390---108,921--$ 1,415,311$ 1,415,311---118,476--$ 1,533,787 |
$67,270----(10,061)-$57,209$57,209----11,153-$68,362 |
$ 1,970,2931,185,054(291 )1,184,763(108,921 )10,061(779,513 )$ 2,276,683$ 2,276,6831,921,4858,9561,930,441(118,476 )(11,153 )(779,513 )$ 3,297,982 |
($57,209) -(11,153) (11,153) ---($68,362) ($68,362) -19,65819,658---($48,704) |
$ 5,702,1941,185,054(11,444 )1,173,610--(779,513 )$ 6,096,291$ 6,096,2911,921,48528,6141,950,099--(779,513 )$ 7,266,877 |
The accompanying notes are an integral part of these parent company only financial statements.
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TEST RESEARCH, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortisation Expected credit impairment loss (gain) Interest income Interest expense Share of profit or loss of subsidiaries accounted for using the equity method Unrealised loss (profit) from sales, net (Gains) losses on disposal of property, plant and equipment Changes in operating assets and liabilities Changes in operating assets Contract assets Accounts receivable Notes receivable Accounts receivable due from related parties Other receivables Other receivables due from related parties Inventory Other current assets Changes in operating liabilities Current liabilities - current Notes payable Accounts payable Other payables Other payables to related parties Other current liabilities Provisions for liabilities - non-current Other non-current liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of property, plant and equipment Increase in refundable deposits Increase in guarantee deposits paid Loss on disposal of property, plant and equipment Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payment of cash dividends Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2022 2021 $2,414,251 $1,483,9446(14) 63,71266,6936(14) 14,98314,47612(2) 4,236 (1,461 )(2,488 ) (3,183 )98-6(4) (146,644 ) (198,089 )6(4) 10,165 (24,330 )6(13) (3,416 )722(505,031 ) (597,708 )(213,092 )372,724(253 )2,205163,090 (129,092 )(3,660 ) (2,285 )66,33243,774245,381 (869,769 )4,585 (16,320 )(12,013 )41,188(13,321 )13,711(426,651 )424,783130,48449,56015,247 (10,292 )1,726280(25,963 ) (1,423 )(8,395 ) (6,271 )1,773,363653,8372,1503,183(98 )-(306,573 ) (218,225 )1,468,842 438,795 6(18) (656,065 ) (125,290 )(11,851 ) (16,598 )(432 ) (155 )4,195 - (664,153 ) (142,043 )6(10) (779,513 ) (779,513 )(779,513 ) (779,513 )25,176 (482,761 )847,876 1,330,637 $873,052 $847,876 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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TEST RESEARCH, INC. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 20 21
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Test Research, Inc. (the Company) was incorporated in April 1989 under the provisions of the Company Law of the Republic of China (R.O.C.). The Company is primarily engaged in the design, assembly, manufacture, sales, repairs and maintenance of automated inspection and testing equipment.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These parent company only financial statements were authorised for issuance by the Board of Directors on February 22, 2022.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018 - 2020 |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Company
New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:
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| Effective date by | |
|---|---|
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 12, ‘Deferred tax related to assets and liabilities | January 1, 2023 |
| arising from a single transaction’ |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture’ | International Accounting |
| Standards Board | |
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ | January 1, 2024 |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17,’Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – | January 1, 2023 |
| comparative information’ | |
| Amendments to IAS 1, ‘Classification of liabilities as current or non- | January 1, 2024 |
| current’ | |
| Amendments to IAS 1, ‘Non-current liabilities with covenants’ | January 1, 2024 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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(2) Basis of preparation
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A. Except for defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation, the parent company only financial statements have been prepared under the historical cost convention.
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B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, 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 Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(3) Foreign currency translation
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).
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A. Foreign currency transactions and balances
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(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
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(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
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(c) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
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B. Translation of foreign operations
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The operating results and financial position of all the company entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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(a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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(b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
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(c) All resulting exchange differences are recognised in other comprehensive income.
(4) Classification of current and non-current items
- A. Assets that meet one of the following criteria are classified as current assets; otherwise they are
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classified as non-current assets:
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(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
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(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realised within twelve months from the balance sheet date;
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(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settled within the normal operating cycle;
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(b) Liabilities arising mainly from trading activities;
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(c) Liabilities that are to be settled within twelve months from the balance sheet date;
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(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(6) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
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B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
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C. Contract assets are based on the sales contract, and the consideration arising from transferred goods or rendered services is received only when the customer has completed the acceptance.
(7) Impairment of financial assets
For financial assets at amortised cost at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable (including contract assets) that do not contain a significant financing component, the
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Company recognises the impairment provision for lifetime ECLs.
(8) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (9) Leasing arrangements (lessor) operating leases
Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
(10) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(11) Investments accounted for using the equity method - subsidiaries
-
A. Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
-
B. Inter-company transactions, balances and unrealised gains or losses on transactions between the Company and subsidiaries are eliminated. Accounting policies of subsidiaries are consistent with the policies adopted by the Company.
-
C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.
-
D. Pursuant to the “Rules Governing the Preparation of Financial Statements by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.
(12) Property, plant and equipment
- A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
~17~
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings and structures 15 ~ 55 years Machinery and equipment 2 ~ 10 years Office equipment 1 ~ 10 years Other equipment 1 ~ 10 years
(13) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable. The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
-
(b) Any lease payments made at or before the commencement date;
~18~
(c) Any initial direct costs incurred by the lessee; and
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(14) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 1 to 5 years.
(15) Impairment of non-financial assets
The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
(16) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(17) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(18) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(19) Provisions
Provisions (including warranties) are recognised when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required
~19~
to settle the obligation on the balance sheet date.
(20) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plan
For defined contribution plan, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
(b) Defined benefit plan
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plan is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date).
-
ii. Remeasurements arising on the defined benefit plan are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
C. Employees’ compensation and directors’ remuneration
Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
(21) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates
~20~
taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
(22) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities.
(23) Revenue recognition
A. Sales of goods
-
(a) The Company is engaged in the design, assembly, manufacture and sale of automatic inspection equipment and related products. Sales are recognised when control of the products has transferred, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.
-
(b) Revenue from these sales is recognised based on the price specified in the contract, net of the business tax, sales return and discounts. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. The sales usually are made with a credit term of 30 days. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Company does not adjust the transaction price to
~21~
reflect the time value of money.
-
(c) The Company’s obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision.
-
(d) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
B. Service revenue
The Company provides repair and maintenance services for automated inspection and testing equipment. Revenue from providing services is recognised in the accounting period in which the services are rendered.
- C. Incremental costs of obtaining a contract
Given that the contractual period lasts less than one year, the Company recognises the incremental costs of obtaining a contract as an expense when incurred although the Company expects to recover those costs.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION
UNCERTAINTY
The preparation of these parent company only financial statements requires management to make critical judgments in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. In the process of applying the Company’s accounting policies, there is no critical accounting judgment. The critical accounting estimates and assumptions are addressed below:
Valuation of inventories
The Company’s inventories are stated at the lower of cost and net realisable value. The Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Management considers the rapidly changing technology and the short life cycle of electronic products in evaluating inventories. For inventories that are over a certain age and individually identified obsolete or slow-moving items, the net realisable value is determined based on inventory aging and the market demand of such items in the future for a specific period, which are based on sales, obsolescence and the inventory quality. The valuation of inventories is determined by the management principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the valuation.
As of December 31, 2022, the carrying amount of inventories was $1,439,648.
~22~
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| December | 31, 2022 | December | 31, 2021 | |
|---|---|---|---|---|
| Cash on hand and revolving funds | $ | 592 |
$ | 298 |
| Demand deposits | 241,769 | 567,578 |
||
| Time deposits | 530,710 | - | ||
| Short-term notes and bills | 99,981 |
280,000 |
||
| $ | 873,052 |
$ | 847,876 |
-
A. The Company transacts 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.
-
B. The Company has no cash and cash equivalents pledged to others.
(2) Notes receivable, accounts receivable and contract assets
| December | 31,2022 | December | 31,2021 | |||
|---|---|---|---|---|---|---|
| Notes receivable | $ | 1,980 | $ | 1,727 | ||
| Accounts receivable | $ | 1,038,736 |
$ | 825,644 |
||
| Less: Allowance for uncollectible accounts | ( | 4,234) |
( | 150) |
||
| $ | 1,034,502 | $ | 825,494 | |||
| Contract assets | $ | 1,242,297 |
$ | 737,266 |
||
| Less: Allowance for uncollectible accounts | ( | 373) |
( | 221) |
||
| $ | 1,241,924 | $ | 737,045 |
- A. The ageing analysis of accounts receivable, notes receivable and contract assets that were past due but not impaired is as follows:
| Not past due Past due Up to 60 days 61 to 90 days 91 to 180 days 181 to 365 days Over 365 days |
Accounts Notes Contract receivable receivable assets 836,388 $ 1,980 $ 1,242,297 $ 105,410 - - 39,149 - - 33,263 - - 17,873 - - 6,653 - - 1,038,736 $ 1,980 $ 1,242,297 $ December31,2022 |
Accounts Notes Contract receivable receivable assets 836,388 $ 1,980 $ 1,242,297 $ 105,410 - - 39,149 - - 33,263 - - 17,873 - - 6,653 - - 1,038,736 $ 1,980 $ 1,242,297 $ December31,2022 |
December31,2021 | December31,2021 | December31,2021 |
|---|---|---|---|---|---|
| Accounts receivable 836,388 $ 105,410 39,149 33,263 17,873 6,653 1,038,736 $ |
Notes receivable 1,980 $ - - - - - 1,980 $ |
Accounts receivable 625,732 $ 138,981 25,119 29,163 6,483 166 825,644 $ |
Notes receivable 1,727 $ - - - - - 1,727 $ |
Contract assets |
|
| 737,266 $ - - - - - |
|||||
| 737,266 $ |
The above ageing analysis was based on past due date.
- B. As at December 31, 2022 and 2021, accounts receivable, notes receivable and contract assets were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers (including notes receivable and contract assets) amounted to $1,340,026.
~23~
-
C. As at December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s notes receivable were $1,980 and $1,727, and accounts receivable were $2,276,426 and $1,562,539, respectively.
-
D. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
(3) Inventories
| Inventories | ||
|---|---|---|
| Raw materials Work in progress Semi-finished goods and Finished goods Merchandise Raw materials Work in progress Semi-finished goods and Finished goods Merchandise |
Allowance for Cost valuation loss 1,029,333 $ 100,673) ($ 90,460 25) ( 446,466 42,830) ( 16,918 1) ( 1,583,177 $ 143,529) ($ December31,2022 December 31, 2021 |
Bookvalue |
| 928,660 $ 90,435 403,636 16,917 1,439,648 $ |
||
| Allowance for Cost valuation loss 1,149,795 $ 89,695) ($ 126,543 6) ( 566,040 35,802) ( 441 - 1,842,819 $ 125,503) ($ |
Bookvalue | |
| 1,060,100 $ 126,537 530,238 441 |
||
| 1,717,316 $ |
The cost of inventories recognised as expense for the year:
| Cost of goods sold Loss on market value decline and obsolete and slow-moving inventories Loss on physical inventory |
2022 2021 2,815,435 $ 2,484,720 $ 18,026 23,135 25 58 2,833,486 $ 2,507,913 $ YearendedDecember31 |
2022 2021 2,815,435 $ 2,484,720 $ 18,026 23,135 25 58 2,833,486 $ 2,507,913 $ YearendedDecember31 |
|---|---|---|
| 2021 2,484,720 $ 23,135 58 2,507,913 $ |
For the year ended December 31, 2022, the Company reversed the provision for warranty that was overestimated based on the occurrence ratio of warranty in prior years (shown as adjustments of cost of sales).
~24~
(4) Investments accounted for using the equity method
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| At January 1 | $ | 1,096,803 |
$ | 888,325 |
||
| Share of profit or loss of investments accounted | ||||||
| for using equity method | 146,644 | 198,089 |
||||
| Unrealised profit from sales | ( | 85,016) |
( | 74,851) |
||
| Realised profit from sales | 74,851 | 99,181 |
||||
| Changes in other equity items | 24,573 | ( | 13,941) |
|||
| At December 31 | $ | 1,257,855 | $ | 1,096,803 |
||
| December31,2022 | December 31, 2021 | |||||
| TRI INVESTMENTS LIMITED | 1,102,835 | 980,212 | ||||
| TEST RESEARCH USA, INC. | 64,518 | 58,315 | ||||
| TRI TEST RESEARCH EUROPE GMBH | 12,800 | 12,372 | ||||
| TRI JAPAN CORPORATION | 18,092 | 13,297 | ||||
| TRI MALAYSIA SDN. BHD | 38,042 |
19,378 | ||||
| TRI KOREA CO., Ltd. | 21,568 | 13,229 | ||||
| $ | 1,257,855 |
$ | 1,096,803 |
Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements as of and for the year ended December 31, 2022.
~25~
(5) Property, plant and equipment
| At January 1 Cost Accumulated depreciation Opening net book amount as at January 1 Additions Transfers from inventories Disposals Depreciation charge Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation |
2022 | |||||
|---|---|---|---|---|---|---|
| Land 1,166,021 $ - 1,166,021 $ 1,166,021 $ - - - - 1,166,021 $ 1,166,021 $ - 1,166,021 $ |
Buildings and structures |
Machinery and equipment Office equipment 79,693 $ 213,922 $ 61,718) ( 144,136) ( 17,975 $ 69,786 $ 17,975 $ 69,786 $ 3,141 3,559 7,215 17,566 211) ( 552) ( 6,359) ( 23,163) ( 21,761 $ 67,196 $ 88,328 $ 228,005 $ 66,567) ( 160,809) ( 21,761 $ 67,196 $ |
Miscellaneous equipment |
|||
| 921,538 $ 267,796) ( 653,742 $ 653,742 $ - - - 18,098) ( 635,644 $ 921,538 $ 285,894) ( 635,644 $ |
162,000 $ 118,249) ( 43,751 $ 43,751 $ 7,681 7,506 16) ( 16,092) ( 42,830 $ 174,479 $ 131,649) ( 42,830 $ |
~26~
| At January 1 Cost Accumulated depreciation Opening net book amount as at January 1 Additions Transfers from inventories Disposals Depreciation charge Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation |
2021 | |||||
|---|---|---|---|---|---|---|
| Land 1,166,021 $ - 1,166,021 $ 1,166,021 $ - - - - 1,166,021 $ 1,166,021 $ - 1,166,021 $ |
Buildings and structures |
Machinery and equipment Office equipment 67,651 $ 209,135 $ 56,306) ( 139,305) ( 11,345 $ 69,830 $ 11,345 $ 69,830 $ 2,378 8,094 10,379 19,415 4) ( 473) ( 6,123) ( 27,080) ( 17,975 $ 69,786 $ 79,693 $ 213,922 $ 61,718) ( 144,136) ( 17,975 $ 69,786 $ |
Miscellaneous equipment |
|||
| 921,538 $ 249,696) ( 671,842 $ 671,842 $ - - - 18,100) ( 653,742 $ 921,538 $ 267,796) ( 653,742 $ |
148,443 $ 110,187) ( 38,256 $ 38,256 $ 14,191 6,939 245) ( 15,390) ( 43,751 $ 162,000 $ 118,249) ( 43,751 $ |
Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
~27~
(6) Other payables
| Bonus payable Employees’ compensation and directors’ remuneration Construction payable Others |
December31,2022 263,564 $ 57,609 165,049 107,436 593,658 $ |
December31,2021 173,195 $ 35,900 - 89,030 298,125 $ |
|---|---|---|
(7) Pensions
A. Defined benefit plan
(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering 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 Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 4% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
- (b) The amounts recognised in the balance sheet are as follows:
| December | 31, 2022 | December | 31,2021 | |||
|---|---|---|---|---|---|---|
| Present value of defined benefit obligations | $ | 94,324 |
$ | 117,131 |
||
| Fair value of plan assets | ( | 54,744) |
( | 60,200) |
||
| Net defined benefit liability | ||||||
| (shown as “other non-current liabilities”) | $ | 39,580 | $ | 56,931 |
~28~
(c) Movements in net defined benefit liabilities are as follows:
Present value of
| defined benefit | Fair value of | Net defined | ||||||
|---|---|---|---|---|---|---|---|---|
| obligations | planassets | benefitliability | ||||||
| 2022 | ||||||||
| At January 1 | $ | 117,131 |
($ | 60,200) |
$ | 56,931 |
||
| Interest expense (income) | 586 | ( | 301) |
285 | ||||
| 117,717 | ( | 60,501) |
57,216 | |||||
| Remeasurements: | ||||||||
| Actuarial gain | - | ( | 4,708) |
( | 4,708) |
|||
| Change in financial assumptions | ( | 6,231) |
- | ( | 6,231) |
|||
| Experience adjustments | 1,983 | - | 1,983 | |||||
| ( | 4,248) |
( | 4,708) |
( | 8,956) |
|||
| Pension fund contribution | - | ( | 8,680) |
( | 8,680) |
|||
| Paid pension | ( | 19,145) |
19,145 | - | ||||
| At December 31 | $ | 94,324 | ($ | 54,744) | $ | 39,580 |
||
| Present value of | ||||||||
| defined benefit | Fair value of | Net defined | ||||||
| obligations | planassets | benefit liability | ||||||
| 2021 | ||||||||
| At January 1 | $ | 122,611 |
($ | 59,700) |
$ | 62,911 |
||
| Interest expense (income) | 368 | ( | 179) |
189 |
||||
| 122,979 | ( | 59,879) |
63,100 | |||||
| Remeasurements: | ||||||||
| Actuarial gain | 99 | ( | 886) |
( | 787) |
|||
| Change in financial assumptions | ( | 2,012) |
- | ( | 2,012) |
|||
| Experience adjustments | 3,090 | - | 3,090 | |||||
| 1,177 | ( | 886) |
291 | |||||
| Pension fund contribution | - | ( | 6,460) |
( | 6,460) |
|||
| Paid pension | ( | 7,025) |
7,025 | - | ||||
| At December 31 | $ | 117,131 | ($ | 60,200) |
$ | 56,931 |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local
~29~
banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
(e) The principal actuarial assumptions used were as follows:
| The principal actuarial assumptions used were | as follows: | as follows: |
|---|---|---|
| Discount rate Future salary increases |
2022 2021 1.30% 0.50% 3.00% 3.00% YearendedDecember31 |
|
| 3.00% |
For the years ended December 31, 2022 and 2021, future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Increase0.25% Decrease0.25% December 31, 2022 Effect on present value of defined benefit obligation 1,827) ($ 1,883 $ December 31, 2021 Effect on present value of defined benefit obligation 2,324) ($ 2,398 $ Discount rate |
Increase0.25% Decrease 0.25% 1,623 $ 1,586) ($ 2,053 $ 2,004) ($ Future salary increases |
|---|---|
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2023 amount to $4,450.
-
(g) As of December 31, 2022, the weighted average duration of the retirement plan is 8 years. The analysis of timing of the future pension payment was as follows:
| Within 1 year 1-2 year(s) 2-5 years Over 5 years |
8,651 $ 14,178 13,117 31,742 |
|---|---|
| 67,688 $ |
~30~
B. Defined contribution plan
- Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount not lower than 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. For the aforementioned pension plan, the Company recognised pension costs of $27,469 and $26,160 for the years ended December 31, 2022 and 2021, respectively.
(8) Share capital
The Company’s authorised capital was $2,500,000. As of December 31, 2022, the Company’s issued and outstanding capital was $2,362,160.
Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands):
Year ended December 31 2022 2021 At January 1 and December 31 236,216 236,216
(9) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of 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 R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(10) Retained earnings
- A. Under the Company’s Articles of Incorporation, the dividend policy of the Company is based on the Company’s future capital expenditure budget and capital requirements. Dividends shall be appropriated from accumulated distributable earnings, and the distribution amount shall not be lower than 60% of accumulated distributable earnings, of which cash dividends shall not be lower than 50% of the total dividends distributed. The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ 1osses and then 10% of the remaining amount shall be set aside as legal reserve until the amount of legal reserve is equal to the amount of total capital. After the provision or reversal of special reserve, the remaining earnings constitute the distributable earnings of the current year. The appropriation of the remaining earnings along with the unappropriated earnings of prior years shall be proposed by the Board of Directors and approved by the shareholders at the shareholders’ meeting.
~31~
- B. The appropriations of 2021 and 2020 earnings had been resolved at the shareholders’ meeting on May 25, 2022 and July 7, 2021, respectively. Details are summarized below:
| Legal reserve Special reserve Cash dividends |
Dividends per Dividends per Amount share(in dollars) Amount share (in dollars) 118,476 $ 108,921 $ 11,153 $ 10,061) ($ 779,513 $ 3.3 $ 779,513 $ 3.3 $ Year ended December 31 2021 2020 |
|---|---|
- C. The appropriations of 2022 earnings proposed by the Board of Directors on February 22, 2022 were as follows:
| ere as follows: | ||||
|---|---|---|---|---|
| Year ended December 31, 2022 | ||||
| Dividend per share | ||||
| Amount | (indollars) | |||
| Legal reserve | $ | 193,044 |
||
| Special reserve | ($ | 19,658) | ||
| Cash dividends | $ | 1,062,972 | $ | 4.5 |
As of the report date, the abovementioned appropriations of 2022 earnings have not yet been resolved by the stockholders.
-
D. 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 legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in-capital.
-
E. (a) 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.
-
(b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Order No. Financial-Supervisory-Securities-Corporate-1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently.
(11) Sales revenue
Revenue from contracts with customers
| YearendedDecember31 | YearendedDecember31 |
|---|---|
| 2022 6,319,384 $ |
2021 |
| 5,140,730 $ |
~32~
A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of goods and services at a point in time in the following major geographical regions:
| Asia America Europe Others |
2022 2021 5,239,408 $ 4,543,805 $ 790,521 384,069 240,471 164,456 48,984 48,400 6,319,384 $ 5,140,730 $ YearendedDecember31 |
|---|---|
B. Contract liabilities
The Company has recognised the following revenue-related contract liabilities:
| December 31, 2022 Contract liabilities 37,137 $ |
December31,2021 January1,2021 49,150 $ 7,962 $ |
|---|---|
For the years ended December 31, 2022 and 2021, the Company’s contract liabilities on January 1, 2022 and 2021 were realised to revenue amounting to $48,085 and $7,877, respectively.
(12) Other income
| Other income | ||||||
|---|---|---|---|---|---|---|
| Year ended | December31 | |||||
| 2022 | 2021 | |||||
| Rental income | $ | - |
$ | 42 |
||
| Other income | 16,616 | 17,511 | ||||
| $ | 16,616 | $ | 17,553 | |||
| Other gains and losses | ||||||
| YearendedDecember31 | ||||||
| 2022 | 2021 | |||||
| Net currency exchange gains (losses) | $ | 259,034 |
($ | 37,200) |
||
| Gains (losses) on disposal of property, plant | ||||||
| and equipment | 3,416 | ( | 722) |
|||
| Other losses | ( | 21) |
( | 7) |
||
| $ | 262,429 | ($ | 37,929) |
(13) Other gains and losses
~33~
(14) Expenses by nature
| Employee benefit expense Depreciation charges on property, plant and equipment Amortisation charges on intangible assets |
2022 2021 953,536 $ 784,676 $ 63,712 66,693 14,983 14,476 1,032,231 $ 865,845 $ YearendedDecember31 |
|---|---|
(15) Employee benefit expense
| Yearended | December31 | December31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Wages and salaries | $ | 842,503 |
$ | 680,349 |
| Labour and health insurance fees | 53,397 | 50,232 |
||
| Pension costs | 27,754 |
26,349 | ||
| Other personnel expenses | 29,882 |
27,746 | ||
| $ | 953,536 | $ | 784,676 |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 2% for directors’ remuneration.
-
B. For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at $38,022 and $23,694, respectively; while directors’ remuneration was accrued at $19,587 and $12,206, respectively. The aforementioned amounts were recognised in salary expenses. The employees’ compensation and directors’ remuneration were estimated and accrued based on the distributable profit of current year for the years ended December 31, 2022 and 2021 and the percentage as prescribed by the Company’s Articles of Incorporation.
-
Employees’ compensation and directors’ remuneration for 2022 and 2021 amounting to $38,022 and $23,694, $19,587 and $12,206, respectively, as resolved by the Board of Directors on February 22, 2023 and February 23, 2022, were in agreement with those amounts recognised in the 2022 and 2021 financial statements, respectively.
Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
~34~
(16) Income tax
A. Income tax expense
(a) Components of income tax expense:
| Current tax: Current tax on profit for the year Prior year income tax underestimation Tax on undistributed earnings Total current tax Deferred tax: Origination and reversal of temporary differences Total deferred tax Income tax expense |
2022 2021 423,781 $ 219,888 $ 17,001 21,358 13,781 10,542 454,563 251,788 38,203 47,102 38,203 47,102 492,766 $ 298,890 $ YearendedDecember31 |
|---|---|
- (b) The income tax expense (benefit) relating to components of other comprehensive income is as follows:
| Currency translation differences | 2022 2021 4,915 $ 2,788) ($ Year ended December31 |
|---|---|
- B. Reconciliation between income tax expense and accounting profit
| Year ended December 31 | Year ended December 31 | Year ended December 31 | Year ended December 31 | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Income tax calculated by applying statutory | ||||||
| rate to the profit before tax | $ | 482,850 |
$ | 296,789 |
||
| Effect from investment tax credits | ( | 20,866) |
( | 30,326) |
||
| Tax on undistributed earnings | 13,781 | 10,542 | ||||
| Prior year income tax underestimation | 17,001 | 21,358 | ||||
| Others | - | 527 |
||||
| Income tax expense | $ | 492,766 | $ | 298,890 |
~35~
C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
| 2022 | 2022 | 2022 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognised | ||||||||||||
| Recognised | in other | |||||||||||
| in profit | comprehensive | |||||||||||
| January1 | or loss | income | December31 | |||||||||
| Deferred tax assets: | ||||||||||||
| Temporary differences: | ||||||||||||
| Provision for contingent service | ||||||||||||
| cost/warranty | $ | 7,285 |
($ | 5,185) |
$ | - |
$ | 2,100 |
||||
| Unrealised foreign exchange | ||||||||||||
| loss | 181 | ( | 181) |
- | - |
|||||||
| Unrealised gross profit | 16,692 | 2,033 | - | 18,725 |
||||||||
| Allowance for inventory | ||||||||||||
| valuation losses | 25,101 | 3,605 | - | 28,706 | ||||||||
| Unrealised reserve for lending | ||||||||||||
| product and rework | 699 | ( | 8) |
- | 691 |
|||||||
| Accrued pension liabilities | 11,386 | ( | 3,470) |
- | 7,916 | |||||||
| Unused compensated absences | 4,847 | 71 | - | 4,918 | ||||||||
| Currency translation differences | 6,241 | - | ( | 4,915) |
1,326 | |||||||
| Others | 997 |
- | - | 997 | ||||||||
| $ | 73,429 | ($ | 3,135) | ($ | 4,915) |
$ | 65,379 |
|||||
| Deferred tax liabilities: | ||||||||||||
| Unrealised exchange gain | $ | - |
($ | 5,738) |
$ | - |
($ | 5,738) |
||||
| Recognised investment profit | ||||||||||||
| accounted for using equity | ||||||||||||
| method | ( | 176,538) |
( | 29,330) |
- |
( | 205,868) |
|||||
| ($ | 176,538) |
($ | 35,068) |
$ | - | ($ | 211,606) |
~36~
| 2021 | 2021 | 2021 | ||||||
|---|---|---|---|---|---|---|---|---|
| Recognised | ||||||||
| Recognised | in other | |||||||
| in profit | comprehensive | |||||||
| January1 | or loss | income | December31 | |||||
| Deferred tax assets: | ||||||||
| Temporary differences: | ||||||||
| Provision for contingent service | ||||||||
| cost/warranty | $ | 7,419 |
($ | 134) |
$ | - |
$ | 7,285 |
| Unrealised foreign exchange | ||||||||
| loss | 5,317 | ( | 5,136) |
- | 181 |
|||
| Unrealised gross profit | 21,560 | ( | 4,868) |
- | 16,692 |
|||
| Allowance for inventory | ||||||||
| valuation losses | 22,470 | 2,631 | - | 25,101 |
||||
| Unrealised reserve for lending | ||||||||
| product and rework | 849 | ( | 150) |
- | 699 |
|||
| Accrued pension liabilities | 11,893 | ( | 507) |
- | 11,386 | |||
| Unused compensated absences | 4,475 | 372 | - |
4,847 | ||||
| Currency translation differences | 3,453 | - | 2,788 | 6,241 | ||||
| Others | 689 |
308 | - | 997 | ||||
| $ | 78,125 |
($ | 7,484) | $ | 2,788 | $ | 73,429 | |
| Deferred tax liabilities: | ||||||||
| Recognised investment profit | ||||||||
| accounted for using equity | ||||||||
| method | ($ | 136,920) | ($ | 39,618) | $ | - |
($ | 176,538) |
| ($ | 136,920) |
($ | 39,618) | $ | - | ($ | 176,538) |
D. The Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.
~37~
(17) Earnings per share
Basic earnings per share Profit attributable to ordinary shareholders of the Company Diluted earnings per share Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Profit attributable to ordinary shareholders of the Company plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders of the Company Diluted earnings per share Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Profit attributable to ordinary shareholders of the Company plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary shares outstanding (shares in Earnings per share Amount aftertax thousands) (indollars) 1,921,485 $ 236,216 8.13 $ - 652 1,921,485 $ 236,868 8.11 $ Weighted average number of ordinary shares outstanding (shares in Earnings per share Amount after tax thousands) (indollars) 1,185,054 $ 236,216 5.02 $ - 459 1,185,054 $ 236,675 5.01 $ YearendedDecember31,2022 YearendedDecember31,2021 |
|---|---|
| Amount after tax 1,185,054 $ - 1,185,054 $ |
As employees’ compensation could be distributed in the form of stock, the diluted EPS computation shall include those estimated shares that would increase from employees’ stock compensation issuance in the calculation of the weighted-average number of common shares outstanding during
~38~
the reporting year, taking into account the dilutive effect of stock compensation on potential common shares.
(18) Supplemental cash flow information
Investing activities with partial cash payments:
| Year ended December 31 | Year ended December 31 | Year ended December 31 | |||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Purchase of property, plant and equipment | $ | 821,114 |
$ | 125,290 |
|
| Less: Ending balance of payable on equipment | ( | 165,049) |
- | ||
| Cash paid during the year | $ | 656,065 |
$ | 125,290 |
7. RELATED PARTY TRANSACTIONS
(1) Parent and ultimate controlling party
The Company shares are widely held. The Company does not have an ultimate parent and ultimate controlling party.
(2) Names of subsidiaries and relationship with the Company
| Names of related parties | Relationship withthe Company |
|---|---|
| TRI INVESTMENTS LIMTIED (TIL) | Subsidiary of the Company |
| TEST RESEARCH USA, INC. (TRU) | Subsidiary of the Company |
| TRI TEST RESEARCH EUROPE GMBH (TRE) | Subsidiary of the Company |
| TRI JAPAN CORPORATION (TRJ) | Subsidiary of the Company |
| TRI MALAYSIA SDN. BHD (TRM) | Subsidiary of the Company |
| TRI KOREA CO., Ltd. (TRK) | Subsidiary of the Company |
| TEST RESEARCH INNOVATION VIETNAM | Indirect subsidiary of the Company |
| COMPANY LIMITED (TRV) | |
| TRI Electronic (Shenzhen) Limited (TRI | Indirect subsidiary of the Company |
| (SHENZHEN)) | |
| TRI Electronic (Suzhou) Limited (TRI (SUZHOU)) | Indirect subsidiary of the Company |
| TRI Electronic (Shanghai) Limited (TRI | Indirect subsidiary of the Company |
| (SHANGHAI)) |
Note: The subsidiaries shown in Note 7(3) refer to the total amounts of transactions with aforementioned related parties, except for those separately disclosed.
~39~
(3) Significant related party transactions
A. Operating revenue
Sales of goods:-TRI (SUZHOU)-SubsidiariesSales of services: -Subsidiaries |
2022 2021 379,898 $ 522,087 $ 538,811 398,453 918,709 920,540 45 102 45 102 918,754 $ 920,642 $ YearendedDecember31 |
|---|---|
Goods are sold to the Company’s subsidiaries at a discount of 30% ~ 60% on the standard selling prices. The credit terms are approximately 90 ~120 days after acceptance, which are similar to third parties.
B. Receivables from related parties
Accounts receivable:-SubsidiariesPast due receivables transferred to other receivables -TRI (SUZHOU)Other receivables: -TRI (SUZHOU)-Subsidiaries |
December31,2022 December31,2021 173,172 $ 403,588 $ - 67,326) ( 173,172 $ 336,262 $ 994 $ 67,326 $ 433 433 1,427 $ 67,759 $ |
|---|---|
-
(a) The receivables from related parties arose mainly from sales of goods. The receivables are unsecured in nature and bear no interest. Information relating to credit risk management policies is provided in Note 12(2) C.
-
(b) The Company transferred accounts receivable due from related parties that exceeded the normal credit period to other receivables. The ageing analysis of accounts receivable that were past due is as follows:
| TRI (SUZHOU) | December31,2021 | December31,2021 | ||
|---|---|---|---|---|
| Upto90days - $ |
91 to 180days - $ |
Over 180days 67,326 $ |
Total | |
| 67,326 $ |
~40~
C. Payables to related parties
| Payables to related parties | ||||
|---|---|---|---|---|
| December | 31,2022 | December | 31,2021 | |
| Other payables: | ||||
-Subsidiaries |
$ | 32,551 |
$ | 17,304 |
The above pertain to commissions payable, assembly expenses and payments made by related parties on behalf of the Company.
D. Selling expenses
Commissions expense-TRI (SUZHOU)-TRI (SHENZHEN)-TRE-TRU-SubsidiariesAssembly expenses -TRI (SUZHOU)-TRI (SHENZHEN)-TRV-Subsidiaries |
2022 2021 77,588 $ 85,953 $ 52,822 83,904 36,804 26,141 46,007 39,826 55,347 43,429 268,568 279,253 19,843 30,865 16,819 29,103 9,815 3,104 3,470 5,066 49,947 68,138 318,515 $ 347,391 $ Year ended December31 |
|---|---|
Commission expenses arose from the agency agreements that the Company signed with subsidiaries, and were based on rates specified in the agency agreements. Assembly expenses arose from the installment services provided by the subsidiaries to assemble the machinery and equipment sold by the Company.
(4) Key management compensation
| Salaries and other short-term employee benefits Post-employment benefits |
Year ended December31 | Year ended December31 |
|---|---|---|
| 2022 72,151 $ 1,382 73,533 $ |
2021 | |
| 51,177 $ 1,335 |
||
| 52,512 $ |
-
A. Salaries and other short-term employee benefits include regular wages, special responsibility allowances, various bonuses, service execution fees, directors’ and supervisors’ remuneration and employees’ compensation, etc.
-
B. Post-employment benefits represent pension costs.
~41~
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Pledged asset Property, plant and equipment - Land - Buildings |
December31,2022 December31,2021 Purpose 577,252 $ 577,252 $ Security for lines of credit 53,446 55,283 " 630,698 $ 632,535 $ Bookvalue |
|---|---|
-
SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS
-
On May 6, 2021, the Company entered into a contract with Lee Ming Construction Co., Ltd. for the construction of the second-phase plant on its own land in Guishan Dist Huaya Section as approved by the Board of Directors on May 5, 2021. The total price of the construction was $1,828,800 (tax included). As of December 31, 2022, the Company has paid $747,065 and the amount billed but not yet paid amounted to $165,049.
10. SIGNIFICANT DISASTER LOSS
- None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
On February 22, 2023, the Board of Directors resolved the following items:
-
A. Details of the appropriations of earnings are provided in Note 6(10)C.
-
B. In order to expand to new markets in Mexico, provide services to Taiwanese customers and engage in business activities on behalf of the head office, such as acting as a liaison office, and providing consulting and after-sale services, the Company plans to establish an overseas stronghold in Mexico. The Chairman has been authorised to handle the establishment of a new company (including investment structure and stronghold types) with an investment of up to USD 500 thousand in accordance with domestic and local regulations.
12. OTHERS
(1) Capital management
The Group’s main objectives when managing capital are to ensure solid and good capital ratio in order to support operations and to provide maximum returns for shareholders. The Group manages and adjusts capital structure based on economic situation and debt ratio, and achieves the purpose of maintaining and adjusting capital structure possibly by adjusting dividend payment or shares issuance.
~42~
(2) Financial instruments
A. Financial instruments by category
==> picture [466 x 288] intentionally omitted <==
----- Start of picture text -----
0 December 31, 2022 December 31, 2021
Financial assets
Financial assets at amortised cost
Cash and cash equivalents $ 873,052 $ 847,876
Contract assets 1,241,924 737,045
Notes receivable 1,980 1,727
Accounts receivable 1,034,502 825,494
Accounts receivable due from related parties 173,172 336,262
Other receivables 12,719 8,721
Other receivable due from related parties 1,427 67,759
Guarantee deposits paid 1,129 697
$ 3,339,905 $ 2,825,581
Financial liabilities
Financial liabilities at amortised cost
Notes payable $ 17,172 $ 30,493
Accounts payable 462,078 888,729
Other payables 593,658 298,125
Other payables due from related parties 32,551 17,304
$ 1,105,459 $ 1,234,651
----- End of picture text -----
B. Financial risk management policies
The Company adopts an overall risk management and control system to identify and measure a variety of financial risks including market risk, credit risk, liquidity risk and cash flow interest rate risk. This allows the management of the Company to effectively control and measure market risk, credit risk, liquidity risk and cash flow interest risk.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company operates internationally and is exposed to exchange rate risk arising from various currencies, primarily with respect to the USD, RMB and EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. The Company’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
~43~
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD RMB:NTD Non-monetary items USD:NTD EUR:NTD JPY:NTD MYR:NTD KRW:NTD RMB:NTD Financial liabilities Monetary items USD:NTD RMB:NTD JPY:NTD EUR:NTD |
December | 31,2022 | 31,2022 | |||
|---|---|---|---|---|---|---|
| Foreign currency amount (inthousands) 65,584 $ 30,348 2,101 391 77,849 5,679 877,805 270,116 3,457 $ 5,208 236,672 371 |
Exchangerate 30.71 4.41 30.71 32.72 0.23 6.70 0.02 4.41 30.71 4.41 0.23 32.72 |
Book value (NTD) 2,014,088 $ 133,773 64,518 12,800 18,092 38,042 21,568 1,102,835 106,153 $ 22,959 55,003 12,152 |
SensitivityAnalysis | |||
| Degree of variation 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
Effect on profit of loss 20,141 $ 1,338 - - - - - - 1,062 $ 230 550 122 |
Effect on other comprehensive income |
||||
| - $ - 645 128 181 380 216 11,028 - $ - - - |
||||||
~44~
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD RMB:NTD JPY:NTD Non-monetary items USD:NTD EUR:NTD JPY:NTD MYR:NTD KRW:NTD RMB:NTD Financial liabilities Monetary items USD:NTD RMB:NTD JPY:NTD |
December | 31,2021 | 31,2021 | |||
|---|---|---|---|---|---|---|
| Foreign currency amount (inthousands) 46,876 $ 92,710 52,305 2,107 395 55,291 3,049 562,918 243,972 3,667 $ 3,933 148,124 |
Exchangerate 27.68 4.34 0.24 27.68 31.32 0.24 6.36 0.02 4.34 27.68 4.34 0.24 |
Book value (NTD) 1,297,534 $ 402,733 12,579 58,315 12,372 13,297 19,378 13,229 980,212 101,504 $ 17,084 35,624 |
SensitivityAnalysis | |||
| Degree of variation 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
Effect on profit of loss 12,975 $ 4,027 126 - - - - - - 1,015 $ 171 356 |
Effect on other comprehensive income |
||||
| - $ - - 583 124 133 194 132 9,802 - $ - - |
||||||
~45~
- iii. Total exchange gain (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2022 and 2021 amounted to $259,034 and ($37,200), respectively.
Price risk
The Company has no equity instruments held for trading; thus, the Company has no price risk.
Cash flow and fair value interest rate risk
The Company has no borrowings; thus, the Company has no cash flow and fair value interest rate risk.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost.
-
ii. The Company’s credit risk management policy is that for banks and financial institutions, only institutions with good credit rating are accepted. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing 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 utilisation of credit limits is regularly monitored.
-
iii. In accordance with the internal management policy of the Company, if the contract payments were past due over 120 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv. In accordance with the internal management policy of the Company, the default occurs when the contract payments are past due over 365 days.
-
v. The Company resells goods to end customers through its related parties to expand the Mainland China market. In accordance with the internal management policy of the Company, the default from related parties occurs when the contract payments from end customers are past due and are difficult to collect based on the individual assessment.
-
vi. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments.
-
~46~
-
vii. The Company classifies customer’s accounts receivable in accordance with credit risk on trade. The Company applies the modified approach using the provision matrix based on the loss rate methodology to estimate expected credit loss.
-
viii.The Company writes off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights.
-
ix. The Company notes receivable had no significant loss allowance. The Company used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable and contract assets. On December 31, 2022 and 2021, the provision matrix and loss rate methodology is as follows:
Group A:
| Group A: | |||||||
|---|---|---|---|---|---|---|---|
| Expected loss rate Total book value Loss allowance Expected loss rate Total book value Loss allowance December 31, 2022 December 31, 2021 |
Not past due 0.03% 563,152 $ 169 Not past due 0.03% 166,357 $ 50 |
Up to 60 days past due 1.50% 18,430 $ 51 Up to 60 days past due 1.50% 816 $ 12 |
Up to 90 days past due 15.00% 14,906 $ 1,071 Up to 90 days past due 15.00% - $ - |
Up to 180 days past due |
Up to 365 days past due |
Over 365 days past due 60%-100% 6,469 $ - Over 365 days past due 60%-100% - $ - |
Total |
| 25.00% 9,151 $ 1,473 Up to 180 days past due |
40.00% 8,723 $ 1,395 Up to 365 days past due |
620,831 $ 4,159 Total |
|||||
| 25.00% - $ - |
40.00% - $ - |
167,173 $ 62 |
Group B:
| Expected loss rate Total book value Loss allowance |
December31,2022 0.03% 1,660,202 $ 448 |
December31,2021 |
|---|---|---|
| 0.03% 1,395,737 $ 309 |
Group A: Customers excluding Group B.
- Group B: Domestic and foreign clients that have good operating conditions, high degree of financial transparency, proceeds of collections of transaction and are rated with optimised internal credit rating. The default possibility that the Company used the forecastability to adjust historical and timely information to assess was 0.03%, which was used to assess the default possibility of accounts receivable.
Further, as the situation as described in v. above did not occur on the accounts receivable due from related parties as of December 31, 2022 and 2021, no allowance for uncollectible accounts held against receivables from related parties was recognised.
~47~
- x. Movements in relation to the Company applying the simplified approach to provide loss allowance for accounts receivable are as follows:
| Accounts receivable At January 1 150 $ Reversal of impairment loss 4,084 At December 31 4,234 $ Accounts receivable At January 1 1,790 $ Provision for impairment - Reversal of impairment loss 1,640) ( At December 31 150 $ |
Contract assets Total 221 $ 371 $ 152 4,236 373 $ 4,607 $ Contract assets Total 42 $ 1,832 $ 179 179 - 1,640) ( 221 $ 371 $ 2022 2021 |
|---|---|
(c) Liquidity risk
-
i. Cash flow forecasting is performed and aggregated by the Company’s treasury. Surplus cash held over and above balance required for working capital management are invested in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts.
-
ii. The Company’s non-derivative financial liabilities will expire within one year. As of December 31, 2022 and 2021, the significant cash flows of notes payable, accounts payable and other payables (including related parties) due within one year undiscounted amounts which are in agreement with the balances reflected in the balance sheets.
(3) Fair value information
-
A. The Company has no financial instruments measured at fair value by valuation method.
-
B. The carrying amounts of cash and cash equivalents, financial assets at amortised cost, notes receivable, accounts receivable, other receivables, notes payable, accounts payable and other payables are approximate to their fair values.
(4) Other matter
In response to the Covid-19 outbreak and the government's various pandemic prevention measures, the Company provided the applications of work from home for employees, and employees were advised to avoid movement between different sites as much as possible. Also, the Company has implemented several prevention control measures such as conducting meetings online and managing related issues accordingly. The pandemic had no significant impact on the Company's operations
~48~
and business for the year ended December 31, 2022.
13. SUPPLEMENTARY DISCLOSURES
-
(1) Significant transactions information
-
A. Loan to others: Refer to table 1.
-
B. Provisions of endorsements and guarantees to others: None.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 2.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 3.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Refer to table 4.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 5.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 6.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to Table 3 to 4.
(4) Major shareholders information
Major shareholders information: Refer to Table 7.
14. SEGMENT INFORMATION
In accordance with the Article 22 of Regulations Governing the Preparation of Financial Reports by Securities Issuers, the Company is not required to prepare segment information within the scope of IFRS 8 in its parent company only financial statements.
~49~
TEST RESEARCH, INC. CASH AND CASH EQUIVALENTS DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Cash on hand and revolving funds Demand deposits - NTD deposits - Foreign deposits RMB 308,453 (Note) Exchange rate 4.408 EUR 15,490 (Note) Exchange rate 32.72 3,291,567 (Note) Exchange rate 30.71 Time deposits - NTD deposits Period from 2022/11/9 to 2023/2/24 - Foreign deposits USD 1,000,000 (Note) Exchange rate 30.71 Period from 2022/12/2 to 2023/1/3 Short-term notes and bills Description |
Amount |
|---|---|
| 592 $ 138,818 1,360 507 101,084 500,000 30,710 99,981 873,052 $ |
Note: The foreign currency amounts are expressed in dollars.
~50~
TEST RESEARCH, INC. ACCOUNTS RECEIVABLE DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
==> picture [506 x 152] intentionally omitted <==
----- Start of picture text -----
Client Name Amount Note
Client A $ 85,619
Client B 84,976
Client C 62,864
None of the balances of each client is
Others 805,277 greater than 5% of this account balance.
1,038,736
Less: Allowance for bad debts ( 4,234)
$ 1,034,502
----- End of picture text -----
~51~
TEST RESEARCH, INC. INVENTORIES DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Amount | Amount | ||||
|---|---|---|---|---|---|
| Item Description |
Cost | Net Realisable Value | |||
| Raw materials | $ | 1,029,333 |
$ | 1,129,544 |
|
| Work in progress | 90,460 | 90,460 | |||
| Finished goods(Including semi- | |||||
| finished goods) | 446,466 | 915,336 |
|||
| Merchandise inventory | 16,918 | 16,918 | |||
| 1,583,177 | $ | 2,152,258 |
|||
| Less: Allowance for valuation loss | ( | 143,529) |
|||
| $ | 1,439,648 |
~52~
TEST RESEARCH, INC. CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Name | Beginning | Balance | Addition | Addition | Shares Amount (Note 2) Shares - 8,668) ($ 6,724,109 - 175) ( 1,518,935 - 120) ( - - 337) ( 720 - 1,208) ( 1,000,000 - 289) ( 80,000 10,797) ($ Decrease |
Percentage of Ownership EndingBalance |
Amount | Market Value or Net Assets Value |
Market Value or Net Assets Value |
Collateral | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount (Note 1) |
Shares | Unit Price (Note 4) |
Total Amount | |||||
| TRI INVESTMENTS LIMITED TEST RESEARCH USA, INC. TRI TEST RESEARCH EUROPE GMBH TRI JAPAN CORPORATION TRI MALAYSIA SDN. BHD TRI KOREA CO., LTD. |
6,724,109 1,518,935 - 720 1,000,000 80,000 |
980,212 $ 58,315 12,372 13,297 19,378 13,229 |
- - - - - - |
131,291 $ 6,378 548 5,132 19,872 8,628 |
- - - - - - |
100% 100% 100% 100% 100% 100% |
1,102,835 $ 64,518 12,800 18,092 38,042 21,568 |
163 42 (Note 3) 25,128 39 270 |
1,190,670 $ 64,518 12,800 18,092 39,251 21,857 1,347,188 $ |
None None None None None None |
|
| 1,096,803 $ |
171,849 $ |
1,257,855 $ |
Note 1: Includes share of profit of subsidiaries, associates and joint ventures accounted for using the equity method of $146,939 and financial statements translation differences of foreign operations accounted for using the equity method of $24,910.
Note 2: Includes share of loss of subsidiaries, associates and joint ventures accounted for using the equity method of $295 and financial statements translation differences of foreign operations accounted for using the equity method of $337 and net changes in realised and unrealised profit from sales of $10,165.
Note 3: It is a limited company. Note 4: Expressed in New Taiwan dollars.
~53~
TEST RESEARCH, INC. CHANGES IN PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Information is disclosed in Note 6(5).
~54~
TEST RESEARCH, INC. ACCOUNTS PAYABLE DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Supplier Name Amount Note Supplier A $ 49,082 Supplier B 34,899 Supplier C 33,353 Supplier D 23,685 None of the balances of each supplier is Others 321,059 greater than 5% of this account balance $ 462,078
~55~
TEST RESEARCH, INC. OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
==> picture [496 x 108] intentionally omitted <==
----- Start of picture text -----
Item Volume Amount
Sales revenue
2,526 units $ 6,259,974
Automated inspection and testing equipment
59,410
Service revenue
$ 6,319,384
Operating revenue, net
----- End of picture text -----
~56~
TEST RESEARCH, INC. OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Direct raw materials Beginning raw materials Add: Raw materials purchased Less: Ending raw materials Transfers to property, plant and equipment Transfers to other expenses Loss on physical raw materials Raw materials used Direct labor Manufacturing expense Manufacturing cost Add: Beginning work in progress Less: Ending work in progress Transfers to other expenses Cost of finished goods Add: Beginning finished goods Less: Ending finished goods Cost of finished goods Add: Beginning merchandise inventory Acquired during the year Less: Ending merchandise inventory Cost of merchandise sales Cost of goods sold Loss on market value decline and obsolete and slow-moving inventories Loss on physical inventories Cost of goods manufactured and sold Maintenance costs Operating costs |
Description Amount 1,149,795 $ 2,238,697 1,029,333) ( 32,287) ( 41,023) ( 25) ( 2,285,824 106,297 220,896 2,613,017 126,543 90,460) ( 288) ( 2,648,812 566,040 446,466) ( 2,768,386 441 63,526 16,918) ( 47,049 2,815,435 18,026 25 2,833,486 12,468) ( 2,821,018 $ |
|---|---|
~57~
TEST RESEARCH, INC. MANUFACTURING EXPENSE FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
==> picture [490 x 14] intentionally omitted <==
----- Start of picture text -----
Item Amount Note
----- End of picture text -----
| Indirect labor Processing expense Depreciation Insurance expense Other expenses |
87,463 $ Including pension costs 60,885 19,439 14,335 38,774 None of the balances of each item is greater than 5% of this account 220,896 $ |
|---|---|
~58~
TEST RESEARCH, INC. OPERATING EXPENSES - SELLING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
==> picture [494 x 15] intentionally omitted <==
----- Start of picture text -----
Item Amount Note
----- End of picture text -----
| Commissions expense Wages and salaries Export expense Assembly expenses Other expenses |
302,863 $ 226,198 Including pension costs 75,409 60,409 148,024 None of the balances of each item is greater than 5% of this account 812,903 $ |
|---|---|
~59~
TEST RESEARCH, INC.
OPERATING EXPENSES - GENERAL AND ADMINISTRATIVE EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
==> picture [493 x 15] intentionally omitted <==
----- Start of picture text -----
Item Amount Note
----- End of picture text -----
| Wages and salaries Service expense Insurance expense Depreciation Other expenses |
87,248 $ Including pension costs and directors’ remuneration 16,218 10,704 8,173 27,646 None of the balances of each item is greater than 5% of this account 149,989 $ |
|---|---|
~60~
TEST RESEARCH, INC.
OPERATING EXPENSES - RESEARCH AND DEVELOPMENT EXPENSE FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item | Amount | Note | |
|---|---|---|---|
| Wages and salaries | $ | 363,051 |
Including pension costs |
| Supplies expense | 79,253 | ||
| None of the balances of each item is | |||
| Other expenses | 92,597 | greater than 5% of this account balance | |
| $ | 534,901 |
~61~
TEST RESEARCH, INC.
SUMMARY OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, AND AMORTISATION EXPENSES BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Year ended December 31, 2022
Year ended December 31, 2021
| Employee benefit expense Wages and salaries Labour and health insurance fees Pension costs Directors' remuneration Other personnel expenses Total Depreciation charge Amortisation charge |
$ 187,257 13,008 6,503 - 9,737 $216,505 $19,439 - $ Classified as OperatingCosts |
635,659 40,389 21,251 19,587 20,145 $737,031 $44,273 $14,983 Classified as OperatingExpenses |
$ 822,916 53,397 27,754 19,587 29,882 $ 953,536 $63,712 $14,983 Total |
Classified as OperatingCosts |
525,070 38,495 20,508 12,206 19,179 $ 615,458 $47,647 $14,441 Classified as OperatingExpenses |
Total |
|---|---|---|---|---|---|---|
| $ 143,073 11,737 5,841 - 8,567 $169,218 $19,046 $ 35 |
$ 668,143 50,232 26,349 12,206 27,746 |
|||||
| $784,676 | ||||||
| $66,693 | ||||||
| $14,476 |
Note:
-
As at December 31, 2022 and 2021, the Company had 598 and 580 employees, respectively, both including 7 non-employee directors.
-
A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information :
-
(1) Average employee benefit expense in current year was $1,580 ((Total employee benefit expense of current year - Total directors’ remuneration of current year)/ (Number of employees of current year - Number of non-employee directors of current year))
-
Average employee benefit expense in previous year was $1,348 ((Total employee benefit expense of prior year - Total directors’ remuneration of prior year)/ (Number of employees of prior year - Number of non-employee directors of prior year)).
-
(2) Average employee salaries in current year was $1,392 (Total wages and salaries of current year/ (Number of employees of current year - Number of non-employee directors of current year))
-
Average employee salaries in previous year was $1,166 (Total wages and salaries of prior year/ (Number of employees of prior year - Number of non-employee directors of prior year).
-
(3) Adjustment of average employee salaries was 19% ((Average wages and salaries of current year - Average wages and salaries of prior year)/Average wages and salaries of prior year).
~62~
TEST RESEARCH, INC.
SUMMARY OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, AND AMORTISATION EXPENSES BY FUNCTION (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
-
The Company has established the Audit Committee in lieu of supervisors. Therefore, there was no compensation to the supervisor.
-
The Company set the policy for directors’ and employees’ compensation in the Company’s Articles of Incorporation and established the Remuneration Committee to evaluate and monitor the Company’s remuneration system for its directors and executive officers. The Company shall assess the performance of directors and executive officers according to the Rules for Performance Assessment of the Board of Directors and the Performance Appraisal for employees of the Company, in order to determine their compensation. An adequate compensation scheme will be calculated by referencing the Company’s operating results, future risks, corporate strategies, industry trends and also individual contribution.
-
The Company developed a comprehensive employee welfare system to provide employees with competitive salary and welfare conditions. Employees’ compensation includes monthly salary, the compensation based on the Company’s earnings performance and regulated by the articles. The Company conducts a performance evaluation of all employees every year to understand their job performance and uses such information as a reference for promotions, training and distributing compensation.
-
According to the Company’s Articles of Incorporation, the employees’ and directors’ compensation shall be distributed in the following order: the distributable profit of current year shall cover accumulated deficit first, if any, and then the remaining balance shall be distributed no less than 1% as employees’ compensation, and no more than 2% as directors’ remuneration for each profitable fiscal year. The employee compensation in the preceding paragraph may include employees of affiliated companies.
~63~
Table 1
Test Research, Inc. Loans to others Year ended December 31, 2022
Expressed in thousands of NTD (Except as otherwise indicated)
Maximum outstanding Amount of Collateral General Is a balance during the Balance at Actual transactions Reason for Allowance Limit on loans Ceiling on ledger related year ended December 31, December amount Interest Nature of with the short-term for doubtful granted to a total loans No. Creditor Borrower account party 2022 31, 2022 drawn down rate loan borrower financing accounts Item Value single party granted Footnote 1 TRI Electronic TRI Electronic Other Yes $ 27,036 $ 26,448 $ 26,448 4.75% Short-term $ - Additional $ - None $ - $ 726,688 $ 1,453,375 Note (Shanghai) Limited (Suzhou) Limited receivables financing operating capital
Note: The Board of Directors resolved to amend TRI Electronic (Shanghai) Limited's policy “Procedures for Provision of Loans” and the policy as follows:
Ceiling on total loans to others: 50% of the creditor's net worth. For business transactions, if for short-term financing purpose, the ceiling on loans shall not exceed 40% of the creditor's net worth. Limit to a single party is RMB 4 million. However, limit on loans for financing granted by and to subsidiaries with the same ultimate parent which directly or indirectly holds 100% of its voting shares shall not exceed 20% of parent company's net worth. Ceiling to the aforementioned single party shall not exceed 10% of parent company's net worth.
Table 1, Page 1
Test Research, Inc.
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more
Year ended December 31, 2022
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below:
Relationship Original owner between the Reason for Relationship who sold the original owner Date of the Basis or reference acquisition of real Transaction with the real estate to the and original used in setting the estate and status of Other Real estate acquired by Real estate acquired Date of the event amount Status of payment Counterparty counterparty counterparty the acquirer transaction Amount price the real estate commitments Test Research, Inc. Test Research Linkou plant May 5, 2021 $ 1,828,800 Based on the contract LEE MING None Not applicable Not applicable Not applicable Not applicable Price comparison Expansion of future business and None schedule (Note) CONSTRUCTION CO., and price operational needs LTD. negotiation
Note: As of December 31, 2022, the Company has paid $747,065 (including the payment amounting to $677,570 for the year ended December 31, 2022) and the amount billed but not yet paid amounted to $165,049.
Table 2, Page 1
Table 3
Test Research, Inc.
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2022
Expressed in thousands of NTD (Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accountsreceivable (payable) | Notes/accountsreceivable (payable) | Footnote | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Test Research, Inc. TRI Electronic (Shenzhen) Limited Test Research, Inc. TRI Electronic (Suzhou) Limited |
TRI Electronic (Shenzhen) Limited Test Research, Inc. TRI Electronic (Suzhou) Limited Test Research, Inc. |
Second-tier subsidiary Parent company Second-tier subsidiary Parent company |
Sales Purchases Sales Purchases |
483,533 $ 483,533 379,898 379,898 |
8% 100% 6% 100% |
90-120 days after acceptance and same with the third parties 90-120 days after acceptance 90-120 days after acceptance and same with the third parties 90-120 days after acceptance |
30% to 60% of the standard price offered to third parties Determined by the parent company 30% to 60% of the standard price offered to third parties Determined by the parent company |
90-120 days after acceptance and same with the third parties 90-120 days after acceptance 90-120 days after acceptance and same with the third parties 90-120 days after acceptance |
Accounts receivable $50,969 Accounts payable $50,969 Accounts receivable $80,349 Accounts payable $80,349 |
2% 75% 3% 95% |
None None None None |
Table 3, Page 1
Test Research, Inc.
Significant inter-company transactions during the reporting period
Year ended December 31, 2022
| Table 4 Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
Expressed in thousands of NTD (Except as otherwise indicated) Transactions |
Expressed in thousands of NTD (Except as otherwise indicated) Transactions |
Expressed in thousands of NTD (Except as otherwise indicated) Transactions |
|
|---|---|---|---|---|---|---|---|
| General ledger account | Amount(Note 4) | Transaction terms | Percentage of consolidated total operating revenues or total assets |
||||
| 0 0 0 0 0 0 0 1 2 3 1 4 5 6 7 8 |
Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. TRI Electronic (Shanghai) Limited TRI Electronic (Shenzhen) Limited TRI Electronic (Suzhou) Limited TRI Electronic (Shanghai) Limited TEST RESEARCH USA, INC. TRI TEST RESEARCH EUROPE GMBH TRI JAPAN CORPORATION TRI MALAYSIA SDN. BHD TEST RESEARCH INNOVATION VIETNAM COMPANY LIMITED |
TRI Electronic (Suzhou) Limited TRI Electronic (Shenzhen) Limited TRI JAPAN CORPORATION TRI KOREA CO., Ltd. TRI Electronic (Suzhou) Limited TRI Electronic (Shenzhen) Limited TRI KOREA CO., Ltd. TRI Electronic (Suzhou) Limited Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. |
1 1 1 1 1 1 1 3 2 2 2 2 2 2 2 2 |
Sales revenue Sales revenue Sales revenue Sales revenue Accounts receivable Accounts receivable Accounts receivable Other receivables Service revenue Service revenue Service revenue Service revenue Service revenue Service revenue Service revenue Service revenue |
379,898 $ 483,533 10,237 42,731 80,349 50,969 39,521 26,448 69,641 97,431 10,392 46,007 36,804 16,064 14,796 19,629 |
Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 5 Notes 6 and 7 Notes 6 and 7 Notes 6 and 7 Notes 6 and 7 Notes 6 and 7 Notes 6 and 7 Notes 6 and 7 Notes 6 and 7 |
6 7 - 1 1 1 - - 1 1 - 1 1 - - - |
-
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 two categories:
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
Note 3: Selling prices to the parent company and the Mainland China investees are determined based on 30% to 60% of the standard sales price. The credit term is 90 to 120 days after acceptance and was the same with the third parties.
-
Note 4: Only related party transactions in excess of $10,000 are disclosed. Corresponding transactions from the other side are not disclosed.
-
Note 5: Loans to others.
-
Note 6: Companies signed agency agreements with subsidiaries and second-tier subsidiary, and the subsidiaries and second-tier subsidiary act as product sales agent.
-
Note 7: Commission revenue was based on agency contract, others were based on agreed conditions.
-
Note 8: The above inter-company transactions between companies within the Group are eliminated when preparing consolidated financial statements.
Table 4, Page 1
Test Research, Inc.
Information on investees Year ended December 31, 2022
Table 5
Expressed in thousands of NTD (Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December31,2022 | as at December31,2022 | Net profit (loss) of the investee for the year ended December 31, 2022 |
Investment income (loss) recognised by the Company for the year ended December, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2022 |
Balance as at December 31, 2021 |
Number of shares |
Ownership (%) |
Bookvalue | |||||||
| Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. Test Research, Inc. TRI MALAYSIA SDN. BHD |
TRI INVESTMENTS LIMITED TEST RESEARCH USA, INC. TRI TEST RESEARCH EUROPE GMBH TRI JAPAN CORPORATION TRI MALAYSIA SDN. BHD TRI KOREA CO., Ltd. TEST RESEARCH INNOVATION VIETNAM COMPANY LIMITED |
Samoa United States Germany Japan Malaysia South Korea Vietnam |
Investment holding Trading Trading Trading Trading Trading Trading |
219,811 $ 61,299 17,679 10,750 2,066 10,591 4,153 |
219,811 $ 61,299 17,679 10,750 2,066 10,591 4,153 |
6,724,109 1,518,935 - 720 1,000,000 80,000 - |
100 100 100 100 100 100 100 |
1,102,835 $ 64,518 12,800 18,092 38,042 21,568 16,024 |
115,610 $ 175) ( 120) ( 5,132 18,153 7,611 10,596 |
116,043 $ 175) ( 120) ( 5,132 18,153 7,611 10,596 |
None None Note None None None None |
Note: A limited liability company.
Table 5, Page 1
Test Research, Inc.
Information on investments in Mainland China - Basic information
Year ended December 31, 2022 Table 6
Expressed in thousands of NTD (Except as otherwise indicated)
| Investee in Mainland China |
Main business activities |
Paid-in capital (Note 3) |
Investment method (Note1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2022 (Note 3) |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December31,2022 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December31,2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2022(Note 3) |
Net income of investee for the year ended December 31, 2022 |
Ownership held by the Company (direct or indirect) |
Investment income recognised by the Company for the year ended December 31, 2022 (Note2(2)C) |
Book value of investments in Mainland China as of December 31, 2022 (Note 5) |
Accumulated amount of investment income remitted back to Taiwan as of December31,2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| TRI Electronic (Shenzhen) Limited TRI Electronic (Suzhou) Limited TRI Electronic (Shanghai) Limited Companyname |
Manufacture and sales of test equipment $ 93,666 Manufacture and sales of test equipment 79,506 Import and export of equipment, consulting and after-sale maintenance service of equipment 119,769 Accumulated amount of remittance from Taiwan to Mainland China as of December31,2022(Note 3) |
2 $ 23,033 2 61,420 2 119,769 Investment amount approved by the Investment Commission of the Ministry of EconomicAffairs (MOEA) (Note 3) |
$ - $ - - - - - Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA(Note4) |
$ 23,033 61,420 119,769 |
$ 43,792 72,829 ( 1,011) |
100 100 100 |
$ 35,764 72,166 ( 988) |
$ 736,869 284,853 81,113 |
$ - - - |
||||
| Test Research, Inc. | $ 204,222 | $ 273,746 | $ 4,360,126 |
Note 1: Investment methods are classified into the following three categories:
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (Reinvested through TRI INVESTMENTS LIMITED)
-
(3) Based on the investees’ financial statements which were not reviewed by audiors.
Note 2: In the ‘Investment income (loss) recognised by the Company for the twelve months ended December 31, 2022’ column:
-
(1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
-
A. The financial statements were audited by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
-
B. The financial statements were audited by R.O.C. parent company’s CPA.
-
C. Others.
Note 3: The amount was originally denominated in USD and was translated to NTD at the exchange rate (1:30.71) prevailing at the balance sheet date.
Note 4: The highest of $80,000, 60% of the stockholder's equity and 60% of consolidated net assets.
Note 5: Including net changes of realised and unrealised profit from sales.
Table 6, Page 1
Test Research, Inc.
Major shareholders information December 31, 2022
Table 7
| Table 7 | ||
|---|---|---|
| Name of major shareholders Shares |
Number of shares held | Ownership (%) |
| Chieh-Yuan, Chen | 37,889,235 | 16.04% |
| Mei-Hsing, Yeh | 17,338,054 | 7.33% |
| Der-Hsin Investment Co., Ltd. | 13,464,174 | 5.69% |
- Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital reflected in the financial statements may be different from the actual number of shares in dematerialised form due to the difference in the calculation basis.
Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data is disclosed as a separate account of the client which was set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10%, in accordance with the Securities and Exchange Act, the shareholding ratio includes the self-owned shares and shares held in trust, and at the same time, the shareholder has the power to decide how to allocate the trust assets. For the information on reported share equity of insider, please refer to the Market Observation Post System.
Table 7, Page 1