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TXC AGM Information 2023

Jun 5, 2023

52274_rns_2023-06-05_04e8a9df-3e86-45ed-b906-1584a72f903b.pdf

AGM Information

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TXC Corporation

Minutes of 2023 Annual General Shareholders' Meeting

(Translation)

Time: 9:30 a.m., May 30, 2023 (Tuesday)

Place: No.4, KungYeh 6[th] Rd., Pingzhen Industrial District, Taoyuan City (Meeting Room)

Type of Meeting: Physical Meeting

Total number of shares issued: 309,757,040

Attendant shares: 207,251,036 (including electronic voting 126,409,285 shares) accounted for 66.90% of total shares

Attendant directors:

Chairman: Lin, Wan-Shing

、 、 Director: Lin, Jin-Bao Kuo, Ya-Ping Hsu, Hsing-Hao

Independent Director: Tsai, Song-Qi Wang Chuan -Fen

In attendance : CPA : Hsieh, Ming-Chung at Deloitte & Touche Lawyer : Liu, Wen-Chung at LIU&CO.

Chairman : Lin, Wan-Shing Recorder : Chuang, Wan-Chun

1. Call meeting to order

2. Chairman's Address (Omitted)

3. Reported Matters

Reported Matter (1)

Subject: To report the business of 2022

Description:

  1. The company's 2022 consolidated revenue was NT$13,169,688 thousand, a decrease of 13.61% over last year. Net income was NT$ 2,805,504 thousand, a decrease of 9.99% over last year.

  2. Business report and related financial statements please refer to Appendix (1) and (3).

Reported Matter (2)

Subject: Audit Committee’s review report

Description:

  1. The company's 2022 financial Statements were reviewed by Audit Committee and audited by independent auditors, Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche.

  2. Request audit committee to read audit report and please refer to Appendix (2).

Reported Matter (3)

Subject: To report 2022 employees’ profit sharing bonus and directors’ compensation

Description:

  1. The company's 2022 pretax profit before deducting employees’ profit sharing bonus and directors’ compensation is NT$3,670,486,752 according to the Article 19 of Articles of Incorporation, the Board of Directors approved employees’ profit sharing bonus is NT$330,343,808 (9%) and directors’ compensation is NT$55,057,301 (1.5%) which are to be distributed in cash. The employees eligible to the employee’s remuneration include the full time employees of parent company and subsidiary.

  2. There are no different from the expenses acknowledge of 2022.

Reported Matter (4)

Subject:To report 2022 earnings distribution

Description:

  1. The company's net profits for 2022 were NT$2,805,504,225. After the legal reserve and special reserve were allocated according to law and the undistributed profit at the beginning of the year was added, the profit available for distribution is NT$5,422,411,145. In consideration of capital utilization and to avoid capital inflation, a shareholder dividend issue of NT$2,168,299,280 (cash dividends of NT$7.0 per share) is proposed. After distribution, the undistributed profits will be NT$3,254,111,865.

  2. According to distribution ratio, cash dividend was calculated up to dollar. Total amount of undistributed fractional shares would be recognized in non-operating income.

  3. The total amount of common shares outstanding is subject to change and the ultimate cash dividend to be distributed to each common share will be adjusted accordingly should if convertible corporate bonds are converted into ordinary shares or TXC subsequently buyback of company shares or transfer or cancellation of treasury stock or capital increase by cash, a proposal shall be made at the shareholders' meeting to authorize the board of directors to handle related matters.

  4. The base date of distribution of cash dividends, distribution date and related matters shall be determined by the chairman of the board of directors and handled with full authority.

  5. The proposal of earnings distribution please refer to Appendix (4).

4. Acknowledged Matters

Acknowledged Matter (1) Proposed by the Board of Directors

Subject: To accept 2022 Business Report and Financial Statements

Description:

  1. 2022 business report, financial statements and earnings distribution please refer to Appendix (1), (3) and (4).

  2. The above business report, financial statements and earnings distribution were approved by the board of directions and reviewed by the audit committee. The financial statements were audited by independent auditors Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche.

  3. Please accept the aforementioned.

Resolution:

The subject is voting by poll and the result is: approval votes: 195,961,463 shares accounted for 94.68% of total shares, disapproval votes: 38,338 shares, abstention votes / no votes: 10,965,935 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

5. Discussion Matters

Discussion Matter (1) Proposed by the Board of Directors

Subject:To remove the restriction of non-compete agreement of directors

Description:

  1. In accordance with Article 209 of the Company Act “A director engaging, either for himself or on behalf of another person that are within the scope of the company's business, shall explain to the meeting of shareholders the essential details of such activities and secure its approval.”

  2. The two directors Mr. Lin, Wan-Sing and Mr. Peng, Chih-Chiang, are concurrently holding positions in companies with the same or similar business scope as the company due to investment relationships or be appointed by juristic-person director, participate in important business decisions of the company, and are subject to competition under Article 209 of the Company Act. For the restrictions on business prohibition and the content of lifting the non-competition, please refer to Appendix (5).

  3. Please approve.

Resolution:

The subject is voting by poll and the result is: approval votes: 189,067,443 shares accounted for 91.35% of total shares, disapproval votes: 181,180 shares, abstention votes / no votes: 17,717,113 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

6. Extemporary Motions

None

7. Meeting Adjourned

Time: 09:46 a.m., May 30, 2023

The minutes of this shareholder meeting only contain the gist of the meeting, and only the results of the proposals; the content and procedures of the meeting are still subject to the audio and video of the meeting. There were no questions from shareholders at the shareholders meeting .

Appendix (1)

TXC Corporation Business Report

As stated in the business report of the previous year, the market boom and industrial environment in 2022 have encountered many changes, the risks of the global supply chain have gradually increased, and various opportunities, risks and challenges are on the sidelines. Reality once again reminds us that only enterprises with continuous investment in innovation and resilience can create value through sustainable operation. The terminal demand dividend caused by the imbalance of the global supply chain in 2021 continued to the first half of 2022. At the same time, global inflation, political and economic disturbances and post-epidemic recovery policies further affected supply chain demand to quickly adjust and respond in the second half of 2022. Even though the market environment was severe in 2022, management team and all colleagues in the TXC group upheld the solid fighting spirit for many years, and still worked together to create good business results

In 2022, TXC’s consolidated sales revenue was NT$13.170 billion, a decrease of 13.61% from the previous year's consolidated sales revenues of NT$15.245 billion; the net profit was NT$2.806 billion, compared with the previous year's net profit of NT$3.117 billion decreased by 9.99%; the basic earnings per share was NT$9.06, a decrease of 9.94% from the previous year's earnings per share of NT$10.06.

Observing the changes in the global industry and the supply and demand of the electronic product market, major frequency component manufacturers had production expansion or investment in new technology research and development. In order to maintain leading position in the industry, the company has made every effort to promote advanced process technology and global deployment in emerging markets since 2020 to comprehensively enhance the group's competitiveness. TXC’s Subsidiaries in mainland china continues to apply smart factories to improve and optimize product process technology to support the global supply chain efficiency. The subsidiary TETC CORP. NINGBO also started the new construction in 2022 as planned, and expected to complete by the end of 2023, completing the group's deep cultivation of the automotive electronics industry. The wafer-level advanced manufacturing process and related automation smart manufacturing investment in Taiwan has successively demonstrated development results in 2022. However, some advanced process equipment delayed in delivery due to technical problems, resulting in the new process being unable to be produced at full speed. The company will accelerate implementation to mass production in 2023.

Excellent performance and sustainable operation is the company's vision. Following the establishment of the Sustainability Committee in 2021, the company launched ESG-related measures in an all-round way in 2022. Completed the adaptation of the corporate social responsibility report into a corporate sustainability report earlier than the time required by the government, and compiled the TCFD and SASB climate change international norms into the sustainability report. The whole factory improves the process and equipment energy efficiency, and outsources and builds its own rooftop solar power generation facilities. Cooperate with the Industrial Technology Research Institute to start the ISO50001 energy management system project, which is expected to obtain international certification in the first half of 2023, and plans to build an energy management Internet of Things information system, and is expected to complete the first phase of functions in 2023. We have long attached importance to the balance between business performance and social responsibility. In 2022, we received a low-risk evaluation from Sustainalytics, an internationally renowned ESG sustainability evaluation agency. The company's responsible attitude and efforts over the years have been highly recognized and recognized by the investment market.

The political and economic environment in 2023 is not optimistic, weak terminal demand, slow inventory depletion, rising geopolitical and supply chain risks, global inflation and economic recession, labor market shifts, etc., these factors have brought huge influence and challenge in the long term. No matter how the environment changes, the company must focus more on insight into market opportunities, maintain the ability of rapid execution and the resilience of rapid response, and constantly innovate and evolve and change thinking in order to continue to create the value required by the market.

Looking to the future, various challenges, risks and rapid changes have become normal around the world. TXC’s management team will continue to uphold the pragmatic attitude of excellence and the spirit of entrepreneurship with hard work, and continue to create value for shareholders and colleagues responsibly. 2023 is the 40th year since the establishment of TXC. We expect and require ourselves to assess the situation, work hard to be resilient, break through adversity, and achieve greater success.

Chairman and CEO : Lin, Wan-Shing President : Kuo, Ya-Ping

Appendix (2)

TXC Corporation Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 business report, consolidated financial statements, the individual financial statements and proposal of earnings distribution, of which the consolidated financial statements and the individual financial statements have been audited by independent auditors Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche. The business report, consolidated financial statements, the individual financial statements and proposal of earnings distribution have been recognized by Audit Committee according to Article 14-4 of the Securities Exchange Act and Article 219 of the Company Act. Pleas examine.

2023 shareholder meeting of the company

Convener of the Audit Committee Yu, Shang-Wu

March 13, 2023

Appendix (3)

TXC Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2022 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated and Separate Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

TXC CORPORATION

By

PETER LIN Chairman March 13, 2023

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

We have audited the accompanying consolidated financial statements of TXC Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2022 is stated as follows:

The revenue of the Group for the year ended December 31, 2022 had an approximate 14% decrease compared to revenue for the year ended December 31, 2021. In comparison with 2021, the revenue derived from specific customers increased; therefore, we considered the validity of revenue derived from specific customers as a key audit matter. For the accounting policy for revenue recognition, please refer to Note 4.

The key audit procedures that we performed included the following:

  1. We obtained an understanding and tested the appropriateness of the design and the implementation of internal control system that is related to revenue recognition.

  2. We selected samples from the revenue details of specific customers, checked the sales orders and delivery orders and confirmed the occurrence of the sales revenue.

Other Matter

We have audited the accompanying financial statements of TXC Corporation as of December 31, 2022 and 2021 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated 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 from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 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.

The engagement partners on the audits resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.

Deloitte & Touche Taipei, Taiwan Republic of China

March 13, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 9)
Notes receivable (Notes 4 and 10)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 30)
Other receivables (Note 4)
Other receivables from related parties (Notes 4 and 30)
Inventories (Notes 4 and 11)
Non-current assets held for sale (Notes 4 and 13)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets measured at cost - non-current (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4 and 14)
Property, plant and equipment (Notes 4 and 15)
Right-of-use assets (Notes 4 and 16)
Investment properties (Notes 4 and 17)
Other intangible assets (Note 4)
Deferred tax assets (Notes 4 and 25)
Prepayment for equipment
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term loans (Note 18)
Short-term bills payables (Note 18)
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Contract liabilities - current (Notes 11 and 23)
Trade payables
Trade payables to related parties (Note 30)
Other payables (Note 20)
Other payables to related parties (Note 30)
Current tax liabilities (Notes 4 and 25)
Lease liabilities - current (Notes 4 and 16)
Deferred revenue - current (Notes 20 and 27)
Current portion of long-term borrowings and bonds payable (Note 18)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Bonds payable (Note 19)
Long-term borrowings (Note 18)
Deferred income tax liabilities (Notes 4 and 25)
Lease liabilities - non-current (Notes 4 and 16)
Deferred revenue - non-current (Notes 20 and 27)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Note 22)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translating the financial statements of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income
Total other equity
Total equity
TOTAL
2022
Amount
%
$ 4,222,610
21
417,450
2
351,977
2
32,125
-
3,514,781
18
9,851
-
65,288
-
643
-
2,699,721
14
-
-

98,005

-
11,412,451

57
-
-
662,533
4
-
-
458,607
2
6,319,742
32
205,984
1
571,346
3
53,838
-
61,271
-
94,538
1

10,934

-

8,438,793

43
$ 19,851,244
100
$ 513,750
3
-
-
13,620
-
40
-
1,208,497
6
622
-
1,421,979
7
1,250
-
204,057
1
3,088
-
38,817
-
890,785
5

39,206

-

4,335,711

22
1,183,273
6
1,522,600
8
118,132
1
3,399
-
108,191
-
35,203
-

71,527

-

3,042,325

15

7,378,036

37

3,097,570

16

1,709,979

9
1,946,812
10
-
-

5,861,917

29

7,808,729

39
(450,523)
(2)

307,453

1

(143,070)

(1)
12,473,208

63
$ 19,851,244
100
2021















































































Amount
%
$ 3,631,645
17
723,028
4
133,186
1
4,679
-
4,004,421
19
30,894
-
71,073
-
1,179
-
2,639,289
13
6,979
-

123,479

1
11,369,852

55
1,080
-
1,710,092
8
135,907
1
431,301
2
5,843,828
28
209,079
1
494,368
3
51,890
-
49,979
-
488,534
2

17,358

-

9,433,416

45
$ 20,803,268
100
$ 562,508
3
86,974
1
1,383
-
10,814
-
2,089,471
10
2,140
-
1,479,312
7
3,495
-
330,380
2
3,051
-
23,717
-
280,343
1

21,114

-

4,894,702

24
1,172,721
6
1,674,959
8
93,456
1
4,685
-
70,772
-
61,789
-

70,490

-

3,148,872

15

8,043,574

39

3,097,570

15

1,696,784

8
1,635,942
8
346,761
1

5,184,854

25

7,167,557

34
(559,579)
(3)

1,357,362

7

797,783

4
12,759,694

61
$ 20,803,268
100

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

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REVENUE (Note 23)

COST OF GOODS SOLD (Note 24)

GROSS PROFIT

OPERATING EXPENSES (Note 24)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (reversal) recognized on trade
receivables

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 24)
Other income (Note 24)
Other gains and losses (Note 24)
Finance costs (Note 24)
Share of profits of associates and joint accounted for
using equity method (Note 14)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 25)

NET PROFIT FOR THE YEAR
2022
Amount
%
$ 13,169,688 100

(8,138,850)
(62)


5,030,838
38

527,312
4
653,187
5
1,039,164
8

(39)

-


2,219,624
17


2,811,214
21

27,435
-
173,762
1
392,657
3
(48,847)
-

17,126

-


562,133

4

3,373,347 25

(567,843)
(4)


2,805,504
21
2021


























Amount
%
$ 15,244,851 100

(9,617,622)
(63)

5,627,229
37

581,974
4

625,293
4

945,213
6

4

-

2,152,484
14

3,474,745
23

20,872
-

174,384
1

54,631
-

(41,553)
-

13,764

-

222,098

1

3,696,843 24

(579,859)
(4)

3,116,984
20
(Continued)

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME
Item that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Unrealized (loss) gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income (loss) of
associates accounted for using the equity
method


Item that maybe reclassified subsequently to profit or
loss:
Exchange differences on translating the financial
statements of foreign operations
Share of the other comprehensive income (loss) of
associates accounted for using the equity
method


Other comprehensive (loss) income for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 26)
From continuing and discounted operations
Basic
Diluted
2022
Amount
%
$ 11,609
-
(902,903) (7)

231

-


(891,063)
(7)

106,056
1

3,000

-


109,056

1


(782,007)
(6)

$ 2,023,497
15

$ 9.06
$ 8.68
2021














Amount
%
$ (8,138)
-

1,180,893
8

(185)

-

1,172,570

8

(35,567)
-

(737)

-

(36,304)

-

1,136,266

8
$ 4,253,250
28
$ 10.06
$ 9.91

$ $


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

(Concluded)

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021
Appropriation of 2020 earnings (Note 22)
Legal reserve
Special reserve
Cash dividends distributed by the company
Net profit for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021, net of income
tax
Total comprehensive income (loss) for the year ended December 31, 2021
Equity component of convertible bonds issued by the Company
Other changes in capital surplus
BALANCE AT DECEMBER 31, 2021
Appropriation of 2021 earnings (Note 22)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022, net of income
tax
Total comprehensive income (loss) for the year ended December 31, 2022
Disposal of equity instruments at fair value through other comprehensive income
Donation from shareholders
Changes in capital surplus from investment in associates and joint ventures accounted for
using the equity method
BALANCE AT DECEMBER 31, 2022
Equity Attributable to Owners of the Parent Others
Unrealized
Gain (Loss) on
Exchange
Financial Assets
Differences on
at Fair Value
Translating
Through Other
Foreign
Comprehensive
Operations
Income
$ (523,275)
$ 176,513

-
-
-
-
-
-

-
-

(36,304)

1,180,849


(36,304)

1,180,849

-
-

-

-

(559,579)
1,357,362

-
-
-
-
-
-

-
-

109,056

(902,935)


109,056

(902,935)

-
(146,974)
-
-

-

-

$ (450,523)
$ 307,453
Total Equity
$ 9,655,006
-
-
(1,177,077)
3,116,984

1,136,266

4,253,250
28,431

84
12,759,694
-
-
(2,323,178)
2,805,504

(782,007)

2,023,497
-
280

12,915
$ 12,473,208
Shares
Unappropriated
(In Thousands)
Share Capital
Capital Surplus
Legal Reserve
Special Reserve
Earnings
309,757
$ 3,097,570
$ 1,668,269
$ 1,480,696
$ 524,372
$ 3,230,861
-
-
-
155,246
-
(155,246)
-
-
-
-
(177,611)
177,611
-
-
-
-
-
(1,177,077)
-
-
-
-
-
3,116,984

-

-

-

-

-

(8,279)

-

-

-

-

-

3,108,705
-
-
28,431
-
-
-

-

-

84

-

-

-
309,757
3,097,570
1,696,784
1,635,942
346,761
5,184,854
-
-
-
310,870
-
(310,870)
-
-
-
-
(346,761)
346,761
-
-
-
-
-
(2,323,178)
-
-
-
-
-
2,805,504

-

-

-

-

-

11,872

-

-

-

-

-

2,817,376
-
-
-
-
-
146,974
-
-
280
-
-
-

-

-

12,915

-

-

-

309,757
$ 3,097,570
$ 1,709,979
$ 1,946,812
$ -
$ 5,861,917

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

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Net gain on fair value change of financial assets and liabilities at fair
value through profit or loss
Finance costs
Interest income
Dividend income
Share of profit of associates and joint ventures
Gain on disposal of property, plant and equipment
Impairment loss recognized on property, plant and equipment
Loss on disposal of non-current assets held for sale
Expected credit loss (reversed) recognized on trade receivables
Write-down of inventories
Changes in operating assets and liabilities
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Contract liabilities - current
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liabilities
Deferred revenue

Cash generated from operations
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost
2022
$ 3,373,347

1,225,810
22,825
(3,869)
48,847
(27,435)
(11,486)
(17,126)
(7,560)
1,749
249
(39)
18,949
(27,446)
489,630
21,043
39,857
536
(265,192)
25,474
(10,774)
(787,821)
(1,518)
(57,776)
(2,245)
18,092
(12,074)
18,544

4,072,591
(37,852)
(684,306)

3,350,433

(25,359)
178,498
(63,561)
2021
$ 3,696,843
1,040,515
15,823

(21,740)
41,553

(20,872)

(2,682)

(13,764)

(2,507)
2,606
1,575

4
16,370

17,280
(530,697)
(733)
(26,557)
(689)

(293,140)
68,188

(718,265)

141,873

(1,403)

519,049

2,015
(7,347)

(11,944)

94,489
4,005,843

(38,057)

(340,060)

3,627,726

(5,359)
-

-
(Continued)

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Proceeds from sale of financial assets at amortized cost

Purchase of financial assets at fair value through profit or loss
Proceeds from sale of financial assets/liabilities at fair value through
profit or loss
Purchase of investments accounted for using the equity method
Proceeds from disposal of non-current assets held for sale
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Payments for right-of-use assets
Decrease in other non-current assets
Increase in prepayment for equipment
Interest received
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings
Increase in short-term bills payable
Decrease in short-term borrowings
Proceeds from issuance of convertible bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid to owners of the Company

Other changes in capital surplus

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2022
$ -

-
334,526
(11,185)
1,745
(1,242,411)
13,637
(23,748)
-
6,424
-
27,338
29,090

(775,006)

(68,615)
-
(88,631)
-
914,867
(465,533)
1,037
(3,051)
(2,323,178)
280

(2,032,824)

48,362

590,965
3,631,645

$ 4,222,610
2021
$ 644,774
(159,082)
-

(14,166)
27,338
(2,112,820)
39,544

(22,921)
(115,206)
852
(183,750)
20,906

19,662
(1,860,228)

(298,035)
86,974

-
1,194,573
480,000

(646,932)
34,363

(3,066)
(1,177,077)

84

(329,116)

(25,014)
1,413,368

2,218,277
$ 3,631,645

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

(Concluded)

TXC Corporation

Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

We have audited the accompanying financial statements of TXC Corporation (the “Company”), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the Company’s financial statements for the year ended December 31, 2022 is stated as follows:

The revenue of the Company for the year ended December 31, 2022 had an approximate 9% decrease compared to revenue for the year ended December 31, 2021. In comparison with 2021, the revenue derived from specific customers increased; therefore, we considered the validity of revenue derived from specific customers as a key audit matter. For the accounting policy for revenue recognition, please refer to Note 4.

The key audit procedures that we performed included the following:

  1. We obtained an understanding and tested the appropriateness of the design and the implementation of internal control system that is related to revenue recognition.

  2. We selected samples from the revenue details of specific customers, checked the sales orders and delivery orders and confirmed the occurrence of the sales revenue.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the 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 from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 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.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 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.

The engagement partners on the audits resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.

Deloitte & Touche Taipei, Taiwan Republic of China

March 13, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent 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. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

TXC CORPORATION

BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 9)
Notes receivable (Notes 4 and 10)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 28)
Other receivables (Notes 4 and 10)
Other receivables from related parties (Notes 4 and 28)
Inventories (Notes 4 and 11)
Non-current assets held for sale (Notes 4 and 12)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Right-of-use assets (Notes 4 and 15)
Investments accounted for using equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)
Investment properties (Notes 4 and 16)
Other intangible assets (Note 4)
Deferred tax assets (Notes 4 and 24)
Prepayment for equipment
Refundable deposits

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Trade payables
Trade payables to related parties (Note 28)
Other payables (Note 19)
Other payables to related parties (Note 28)
Current tax liabilities (Notes 4 and 24)
Lease liabilities - current (Notes 4 and 15)
Current portion of long-term borrowings and bonds payable (Note 17)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Notes 4 and 18)
Long-term borrowings (Note 17)
Lease liabilities - non-current (Notes 4 and 15)
Deferred tax liabilities (Notes 4 and 24)
Net defined benefit liabilities - non-current (Notes 4 and 20)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY (Note 21)
Share capital
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating the financial statements of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income

Total other equity

Total equity

TOTAL
2022
Amount
%
$ 2,375,033
13
20,350
-
52,213
1
535
-
2,976,981
16
214,000
1
18,059
-
370
-
1,471,204
8
-
-

9,797

-


7,138,542
39

-
-
475,292
3
4,637
-
7,750,691
42
2,891,305
16
18,589
-
17,795
-
42,852
-
83,784
-

2,566

-

11,287,511
61

$ 18,426,053
100

$ 13,620
-
430,715
2
931,578
5
867,361
5
1,364
-
235,808
1
3,088
-
656,087
4

20,664

-


3,160,285
17

1,183,273
6
1,483,420
8
1,596
-
79,518
1
35,203
-

9,550

-


2,792,560
15


5,952,845
32


3,097,570
17


1,709,979

9

1,946,812
11
-
-

5,861,917
32


7,808,729
43

(450,523)
(3)

307,453

2


(143,070)

(1)

12,473,208
68

$ 18,426,053
100
2021








































































Amount
%
$ 2,270,993
12

-
-

53,719
1

2,827
-

3,383,659
18

160,655
1

43,349
-

375
-

1,344,912
7

6,979
-

27,986

-

7,295,454
39

1,080
-

1,476,734
8

7,704
-

7,050,255
37

2,621,486
14

19,966
-

15,190
-

30,472
-

310,078
2

2,566

-
11,535,531
61
$ 18,830,985
100
$ 1,383
-

607,896
3

1,020,783
6

942,545
5

3,864
-

301,233
2

3,051
-

238,754
1

12,932

-

3,132,441
17

1,172,721
6

1,619,507
9

4,685
-

70,598
-

61,789
-

9,550

-

2,938,850
15

6,071,291
32

3,097,570
17

1,696,784

9

1,635,942
9

346,761
2

5,184,854
27

7,167,557
38

(559,579)
(3)

1,357,362

7

797,783

4
12,759,694
68
$ 18,830,985
100

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

TXC CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 22)

COST OF GOODS SOLD (Notes 11 and 23)

GROSS PROFIT
UNREALIZED GAIN ON ASSOCIATES/AND
JOINT VENTURES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES /AND JOINT VENTURES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 4 and 23)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 23)
Other income (Notes 4 and 23)
Other gains and losses (Note 23)
Finance costs (Notes 4 and 23)
Share of profit of associates and joint ventures
(Note 13)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT FOR THE YEAR
2022
Amount
%
$ 10,596,932 100

7,414,935
70

3,181,997 30
(9,767)
-

8,662

-


3,180,892
30

265,891
2
277,400
3

722,991

7


1,266,282
12


1,914,610
18

12,075
-
36,439
-
344,928
3
(23,287)
-

1,000,320
10


1,370,475
13

3,285,085 31

479,581

5


2,805,504
26
2021





























Amount
%
$ 11,680,702 100

8,277,289
71

3,403,413 29

(8,662)
-

2,022

-

3,396,773
29

268,235
2

248,665
2

647,016

6

1,163,916
10

2,232,857
19

8,033
-

48,989
-

7,361
-

(11,769)
-

1,237,115
11

1,289,729
11

3,522,586 30

405,602

4

3,116,984
26
(Continued)

TXC CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE (LOSS) INCOME
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income of
associates accounted for using the equity
method


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of the other comprehensive loss of
associates accounted for using the equity
method


Other comprehensive (loss) income for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 25)
From continuing and discontinued operations
Basic
Diluted
2022
Amount
%
$ 11,609
-
(853,288) (8)

(49,384)

-


(891,063)
(8)

106,056
1

3,000

-


109,056

1


(782,007)
(7)

$ 2,023,497
19

$ 9.06
$ 8.68
2021














Amount
%
$ (8,138)
-

1,257,640 11

(76,932)
(1)

1,172,570
10

(35,567)
-

(737)

-

(36,304)

-

1,136,266
10
$ 4,253,250
36
$ 10.06
$ 9.91

$ $


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

(Concluded)

TXC CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021
Appropriation of 2020 earnings (Note 21)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021, net
of income tax

Total comprehensive income (loss) for the year ended December 31, 2021

Equity component of convertible bonds issued by the Company
Other changes in capital surplus

BALANCE AT DECEMBER 31, 2021
Appropriation of 2021 earnings (Note 21)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022, net
of income tax

Total comprehensive income (loss) for the year ended December 31, 2022

Surplus donated
Changes in capital surplus from investment in associates and joint ventures
accounted for using the equity method
Disposal of investments in equity instruments designated as at fair value through
other comprehensive income

BALANCE AT DECEMBER 31, 2022
Shares (In
Thousands)
Share Capital
Capital Surplus
309,757
$ 3,097,570
$ 1,668,269

-
-
-
-
-
-
-
-
-
-
-
-

-

-

-


-

-

-

-
-
28,431

-

-

84

309,757
3,097,570
1,696,784
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-


-

-

-

-
-
280
-
-
12,915

-

-

-


309,757
$ 3,097,570
$ 1,709,979
Retained Earnings
Unappropriated

Legal Reserve
Special Reserve
Earnings
$ 1,480,696
$ 524,372
$ 3,230,861

155,246
-
(155,246)
-
(177,611)
177,611
-
-
(1,177,077)
-
-
3,116,984

-

-

(8,279)


-

-

3,108,705

-
-
-

-

-

-

1,635,942
346,761
5,184,854
310,870
-
(310,870)
-
(346,761)
346,761
-
-
(2,323,178)
-
-
2,805,504

-

-

11,872


-

-

2,817,376

-
-
-
-
-
-

-

-

146,974

$ 1,946,812
$ -
$ 5,861,917
Others
Exchange
Differences on
Translating
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other

Foreign
Comprehensive
Operations
Income
$ (523,275)
$ 176,513

-
-
-
-
-
-

-
-

(36,304)

1,180,849


(36,304)

1,180,849

-
-

-

-

(559,579)
1,357,362

-
-
-
-
-
-

-
-

109,056

(902,935)


109,056

(902,935)

-
-
-
-

-

(146,974)

$ (450,523)
$ 307,453
Total Equity
$ 9,655,006
-
-
(1,177,077)
3,116,984

1,136,266

4,253,250
28,431

84
12,759,694
-
-
(2,323,178)
2,805,504

(782,007)

2,023,497
280
12,915

-
$ 12,473,208

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

TXC CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Net loss on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Share of the other comprehensive income of associates accounted
for using the equity method

Gain on disposal of property, plant and equipment
Loss on disposal of non-current assets held for sale
Write-down of inventories
Unrealized gain on the transactions with subsidiaries, associates and
joint ventures
Realized gain on the transactions with subsidiaries, associates and
joint ventures
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Other current liabilities
Defined benefit liabilities, net

Cash generated from operations
Interest paid
Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit or loss
Proceeds from sale of financial assets at fair value through profit or
loss
2022
$ 3,285,085

496,254
17,980
19,124
23,287
(12,075)
(11,486)
(1,000,320)
(6,679)
249
17,468
9,767
(8,662)
2,292
406,678
(53,345)
25,387
5
(143,760)
18,189
(177,181)
(89,205)
(75,696)
(2,500)
7,732
(12,074)

2,736,514
(12,223)
(551,369)

2,172,922

(26,157)
-
2021
$ 3,522,586
442,154
11,001
7,557
11,769

(8,033)

(2,682)
(1,237,115)

(1,093)
1,575
15,532
8,662

(2,022)
(2,665)
(424,604)

(88,057)
(24,289)
(366)

(287,354)
36,535

(91,327)

2,950

379,833

2,382
1,273

(11,944)
2,262,258

(7,609)

(207,687)

2,046,962

-
2,255
(Continued)

TXC CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at fair value through other comprehensive
income

Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from sale of financial assets at amortized cost
Acquisition of associates
Proceeds from disposal of non-current assets held for sale
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Payments for intangible assets
Increase in prepayment for equipment
Interest received
Dividend received from associates
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings
Proceeds from issuance of convertible bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Payments for right-of-use assets
Dividends paid to owners of the Company

Other changes in capital surplus

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2022
$ (25,359)
178,498
6,033
-
1,745
(535,481)
6,825
-
(20,585)
-
11,978
353,760
29,090

(19,653)

-
-
700,000
(418,754)
-
(3,052)
(2,323,178)
280

(2,044,704)

(4,525)

104,040
2,270,993

$ 2,375,033
2021
$ (5,359)
-
414,271
(14,166)
27,338

(731,775)
2,759
(58)

(17,207)
(197,706)
8,067
171,440

19,662

(320,479)
(524,993)
1,194,573
480,000

(321,739)
(48)

(3,066)
(1,177,077)

84

(352,266)

(3,212)
1,371,005

899,988
$ 2,270,993

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

(Concluded)

Appendix (4)

TXC Corporation 2022 Earnings Distribution

UnitNT$ UnitNT$
Amount
Item
Sub-total Sum
Beginning period undistributed profits 2,805,504,225
146,974,094
262,552
11,609,797




2,897,566,515
2,964,350,668
(296,435,067)
(143,070,971)
__
5,422,411,145
(2,168,299,280)
___
3,254,111,865
Net profit after tax for this year
Disposal of investments in equity instruments designated as
at fair value through other comprehensive income
Adjusted retained earnings from investments
accounted for using equity method
Remeasurement of defined employee benefit plans
to retained earnings
The amount of undistributed profits
Setting aside 10% legal reserve
The setting aside special reserve
Profits available for distribution
Distribution Item:
Cash Dividends (NT$7.0 per share)
End period of undistributed profits

Note: Allocation of 2022 undistributed profit shall be given priority for the above profit distribution.

Chairman: Lin, Wan-Shing Manager: Kuo, Ya-Ping Accounting Supervisor: Hong, Guan-Wen

Appendix (5)

TXC Corporation Directors’ Competitive Activities List

Title Name Position for Other Companies Position for Other Companies
Director Lin, Wan-Shing DEPO AUTO PARTS INDUSTRIAL Co.,
LTD.
Juristic-person director
representative
Director Peng, Chih-Chiang Simplo Technology Co., LTD. Juristic-person director
representative
Crystalwise Technology Inc. Juristic-person director
representative
Topoint Technology Co., Ltd. Juristic-person director
representative