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TXC Annual Report 2024

Jun 3, 2025

52274_rns_2025-06-03_150b54ff-cb63-4f1a-a82c-cbed90a5fe2a.pdf

Annual Report

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Vision

To be the best company with commitment to business excellence and sustainability.

Mission

The world’s most trusted provider of electronic components.

Core Value

In line with the founding spirit of "Integrity, Practicality, Innovation, Service", and the organization and management culture of "Harmony, Unity, and High Efficiency", the two are compatible to form the core value of Taiwan Crystal Technology.

Whether it is internally or externally, to people or to things.

Honesty is always our most fundamental and important requirement, mutual trust fulfills every prudent promise; establish comprehensive quality and risk awareness, seek truth from facts, look into the bottom line, and look to the future for healthy development; continuous improvement and excellence, and continuous pursuit of operation, management, technology, and marketing Innovate in all aspects; adhere to high-quality growth, provide services attentively, and achieve every task entrusted to obtain the full trust of employees, customers, shareholders, business partners and the market.

Whether it is employees, customers, shareholders, business partners, or even society or the region. People and the environment are always the important lifeline supporting the survival and development of an enterprise, and we attach great importance to the development and maintenance of sustainable and harmonious relations of interest. We use a kind heart, people-oriented, treat employees kindly, and create a happy corporate culture. We use a responsible heart to implement company management and governance, create value for shareholders and customers, and fulfill our corporate social responsibilities and obligations as a global citizen.

We pay attention to discipline, but not red tape. We are open to communication, but not in a bureaucratic manner.

We respect the individual, but don't follow suit. We value efficiency, but don't compromise quality. We are convinced that only teamwork can be united, go all out to implement effectively, and be unafraid of challenges. Maintaining common values can achieve our mission and move towards our vision.

1

Table of Contents

Chapter 1 Letter to Shareholders………………………….………….………..….….....P3 Chapter 2 Corporate Governance………………………….………….…....……….......P6 Chapter 3 Capital Overview…………………………………….………..…….….......P95 Chapter 4 Business Information……………………………….…………...….......... P106 Chapter 5 Review of Financial Conditions, Operating Results, and Risk Management ………………………….…….…….………..…..........P149 Chapter 6 Special Disclosure…………………………………..………….…..…......P161 Appendix1 Consolidated Financial Statements …………………..………….….........P163 Appendix2 Unconsolidated Financial Statements ……………..……………....…......P243

2

Chapter 1 Letter to Shareholders

To all shareholders,

After two years of adjustments in terminal market demand and global supply chain inventory liquidation after the epidemic, market supply and demand have gradually become stable and elastic, but the global electronic components supply chain will still face considerable turbulent challenges in 2024. The Company's operations are deeply affected by the global environment. The comprehensive competition between China and the United States, regional political conflicts, worsening climate change, labor shortages, rising production and operation costs, and other unfavorable factors and huge challenges are on the rise. On the favorable side, artificial intelligence is rapidly heating up, new energy automotive electronics are growing significantly, high-speed computing and next-generation communication transmission are growing steadily, and new technology applications continue to drive strong order demand.

As market applications develop, the company's long-term focus on the application development of quartz frequency components, deepening customer trust, proactively deploying new product development, strengthening industry leadership, continuously promoting digital transformation, and effectively controlling costs have also been reflected in its operating performance, with both full-year revenue and profits returning to double-digit growth.

▪ Consolidated operating revenue was NT$12.672 billion (budget achievement rate of approximately 111.5%), an increase of approximately 16.8% from the previous year's consolidated operating revenue of NT$10.850 billion.

▪ Net profit after tax was NT$2.137 billion (budget achievement rate was approximately 122.8%), an increase of approximately 24.7% from the net profit after tax of NT$1.714 billion in the previous year.

Basic earnings per share after tax was NT$6.55, an increase of approximately 18.4% from basic earnings per share after tax of NT$5.53 in the previous year, and return on equity (ROE) was 15.1%.

By the end of 2024, the company's global layout and product revenue growth portfolio have been initially constructed, effectively grasping huge growth opportunities while taking into account the company's consolidated interests and regional development of its subsidiaries. In terms of product revenue mix, the revenue of product portfolios such as 5G+/WiFi+/Automotive electronics/artificial intelligence has increased significantly year by year, and the contribution from brands that have risen against the trend in the terminal market has been particularly eye-catching. In terms of global production operations, in addition to the Taiwan PCF plant accelerating the development and production of full-wafer advanced processes, the subsidiaries TXC (NINGBO) and TXC (CHONGQING) continue to exert cost-profit synergies, and the TETC CORP. NINGBO focuses on new energy vehicle electronic products. In order to meet the requirements of international customers and diversify the political risks of the supply chain, the company's newly established Indonesian plant has been completed by the end of 2024, and is expected to be put into mass production in Q1 2025, and will simultaneously launch a plan to continuously reduce production costs.

In terms of ESG environmental sustainable development, the company has obtained ISO14064, ISO14067, and ISO50001 third-party certifications, which not only meets the world trend and international customer requirements, but also fully demonstrates the determination and commitment to sustainable development. The sustainability report compiled by our company in accordance with the GRI international standards has fully disclosed the relevant information of PCF, NGB, TETC and CKG plant, and has obtained third-party verification confirmation

3

from the British BSI. In order to effectively manage data and improve operational efficiency, ESG digital system engineering will be implemented in 2024. All production sites (PCF, NGB, TETC and CKG) have completed the ISO14064 greenhouse gas inventory and BSI/SGS third-party certification. The ISO14064 digital system will be implemented first at the end of 2024, and the inventory of non-production overseas business offices will be carried out simultaneously in Q4 2025 to accelerate the completion of the inventory operations of the Group's global corporate locations. The ISO14067 product carbon footprint digital system will also be implemented in 2025. The energy management system will be officially launched in 2024, effectively meeting the audit support for the company's ISO50001 energy management certification. 2024 is the first year for the company's CPPA global renewable energy power supply to be officially used. The utilization rate of renewable energy in 2024 has reached 10%, and will be expanded year by year to achieve the 2050 net zero carbon emission target.

TXC Corporation's responsible attitude and efforts over the years have been highly recognized and acknowledged by the public sector, investment markets, and domestic and foreign institutions. In 2024, it received the "Paris Climate Agreement 1.5 degrees C Compliance" temperature control seal from Taiwan CommonWealth Magazine, the international evaluation agency Sustainalytics low-risk assessment, the British BSI "Sustainable Development Pilot Award", and the "2024 Top 100 Foreign Investment Selected Taiwan" from the Taiwan Institute of Directors and the Corporate Development Research Center. The Company adheres to the concept of honest management and actively strengthens corporate governance to safeguard the interests of stakeholders. It has established compensation, audit and risk, and investment review committees to assist the Board of Directors in improving corporate governance performance, improving its supervisory functions and strengthening management functions. Every year, it is selected to be among the top companies in the corporate governance evaluation of all listed companies.

As the results of global elections have settled, the world has entered a new situation, which is the most challenging and most opportunity-filled era. 2025 is still full of uncertainties and risks, with the global situation moving towards trade protectionism and deglobalization. However, as business opportunities such as AI applications continue to emerge, it is also a year of turning point in the crisis. Therefore, the company has launched various operational plans based on the principle of "great times, great opportunities, great challenges, and building a resilient team". The operational priorities for 2025 are as follows:

  • Facing great times, great opportunities and great challenges, such as global tariff and trade protection disputes, exchange rate fluctuations, supply chain risks, rising costs and expenses, and artificial intelligence digital security, we will empower all employees to add value and build a resilient executive team.

  • Continue to promote digital transformation and accelerate the application of artificial intelligence to help improve productivity and reduce costs and increase efficiency.

  • Accelerate the application and development of new products with advanced technologies and improve yield, thereby expanding the cost advantage of mass production.

  • Steady governance and sustainable development, taking into account the requirements of all parties and investment returns, and achieving the company's long-term goals step by step.

  • Focus on pursuing high-growth market opportunities, meeting customer requirements, and consolidating the company's leadership position.

Looking to the future, no matter how the world changes, we will always remain consistent, focusing on product technology application development, meeting customer requirements with service and quality, empowering all employees to add value, and effectively reducing costs and fees. TXC Corporation will continue to strengthen its organizational operational resilience

4

and comprehensively enhance its overall competitiveness, focusing on AI applications, 6G/5G/WiFi next-generation transmission communications, automotive electronics markets, high-speed computing, etc., which will drive the unlimited business opportunities in the electronic frequency component industry. Therefore, in 2025, the company will continue to set revenue and profit growth targets in high-growth markets.

Thank you to all shareholders for your long-term support and care. TXC Corporation will continue to push product technology development and corporate operational governance to a higher level, providing colleagues, customers, suppliers, partners and investors with better and more valuable development opportunities. We are willing to develop and pursue growth together with everyone, continue to examine and measure the current situation, strive to maintain resilience, fight to overcome adversity, and implement discipline to achieve continuous improvement in overall competitiveness and the vision of "becoming a top enterprise with excellent performance and sustainable operation.".

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

5

Chapter 2 Company Governance

I. Documents of directors, president, vice presidents, associate vice presidents, and managers of each departments and divisions

(I) Directors

1. Director Information

March 29, 2025

Share Currently Share Currently Share Held Share Held
Shares Held
Wh Eld
Shares
Cl Hld
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Chairman
Lin,
Wan-Shing
R.O.C Male
71~80
2022/05/31 1989/11/05 5,030,722 1.62% 5,030,722 1.47% 75,991 0.02% 0 0% Master in Management, National
Taiwan University of Science and
Technology
Director and President of TXC
Corporation
Chairman and CEO of TXC
Corporation
Chairman and CEO of TXC Corporation
Chairman of TAIWAN CRYSTAL
TECHNOLOGY INTERNATIONAL
LIMITED
Juristic-person director representative of
TXC JAPAN CORPORATION LTD
Chairman of TAIWAN CRYSTAL
TECHNOLOGY(HK) LTD Corporation
Juristic-person director representative of
TXC (NINGBO) CORPORATION
Juristic-person director representative of
TXC (CHONGQING) CORPORATION
Juristic-person director representative of
Chongqing All Suns Company Limited
Supervisor of Ningbo Longying
Semiconductor Co., Ltd
Chairman of Tai-Shing Electronics
Components Corporation
Chairman of Liang Shing EcLife Corp.
Juristic-person director representative of
RFIC TECHNOLOGY CORPORATION
Juristic-person director representative of
DEPO Auto Parts Ind. Co., Ltd.
Supervisor of Piezoelectric Crystal Industries
Association of Taiwan

6

Shares Held
Wh Eld
Shares Held
Wh Eld
Shares
Cl Hld
Shares
Cl Hld
Share Currently Share Currently Share Held Share Held
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Director
Lin, Jin-Bao
R.O.C Male
71~80
2022/05/31 1989/11/05 5,987,263 1.93% 5,847,263 1.70% 163 0% 0% 0% MBA, West Texas A&M University,
USA
Chairman and Founder of TXC
Corporation
DIRECTOR OF TXC CORPORATION
AND MEMBER OF INVESTMENT
REVIEW COMMITTEE OF TXC
CORPORATION
DIRECTOR OF TAI-SHING
ELECTRONICS COMPONENTS
CORPORATION
DIRECTOR OF LIANG SHING ECLIFE
CORP
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF HANTIC
PRECISION TECHNOLOGY , INC
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF
GALLOPWAVE INC.
DIRECTOR OF PIEZOELECTRIC
CRYSTAL INDUSTRIES ASSOCIATION
OF TAIWAN
Director
Kuo, Ya-Ping
R.O.C Male
51~60
2022/05/31 2019/06/12 430,000 0.14% 258,000 0.08% 0 0% 0 0% Boston University ,MBA
Executive Deputy Vice President
and Deputy Vice President of
Management Center of TXC
Corporation
Director and President of TXC
Corporation
DIRECTOR AND PRESIDENT OF TXC
CORPORATION
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF TXC JAPAN
CORPORATION LTD

7

Shares Held
Wh Eld
Shares Held
Wh Eld
Shares
Cl Hld
Shares
Cl Hld
Share Currently Share Currently Share Held Share Held
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Director
Chen Chueh,
Shang-Hsin
R.O.C Male
71~80
2022/05/31 2010/06/15 298,212 0.10% 298,212 0.09% 0 0% 0 0% Master of management, Zhejiang
University
Director and Vice President of TXC
Corporation
Director and Deputy CEO of TXC
Corporation
DIRECTOR OF TXC CORPORATION
CHAIRMAN OF TXC (NINGBO)
CORPORATION
CHAIRMAN OF TXC (CHONGQING)
CORPORATION
CHAIRMAN OF TETC CORP. NINGBO
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF PT TXC
TECHNOLOGY INDONESIA
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF CHONGQING
ALL SUNS COMPANY LIMITED
SUPERVISOR OF NINGBO JINGYU
COMPANY LIMITED
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE AND VICE
CHAIRMAN OF NINGBO LONGYING
SEMICONDUCTOR CO., LTD
CHAIRMAN OF NINGBO XINGMAO
ELECTRONIC TECHNOLOGY CO., LTD
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF TAI-SHING
ELECTRONICS COMPONENTS
CORPORATION
Director
Huang,
Hsiang-Lin
R.O.C Male
51~60
2022/05/31 2019/06/12 3,789,399 1.22% 3,379,399 0.99% 0 0% 0 0% State University of New York at
Albany, Master of Business
Administration (MBA)
Assistant Vice President of
Marketing Center of TXC
Corporation
Juristic-person director
representative and President of
TETC CORP. NINGBO
DIRECTOR OF TXC CORPORATION
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE AND PRESIDENT OF
TETC CORP. NINGBO
Director
Hsu,
Hsing-Hao
R.O.C Male
41~50
2022/05/31 2019/06/12 3,006,352 0.97% 3,730,352 1.08% 1,085,299 0.32% 308,026 0.09% M.S. degree - Electrical and
Computer Engineering, Colorado
State University
Chairman of Kang-Shuo Investment
Corporation
R&D Manager of K&H MFG. CO.,
LTD.
DIRECTOR OF TXC CORPORATION
AND MEMBER OF INVESTMENT RVIEW
COMMITTEE OF TXC CORPORATION
DIRECTOR OF GOLDEN
BIOTECHNOLOGY CORPORATION
CHAIRMAN OF KANG-SHUO
INVESTMENT CORPORATION
DIRECTOR OF K&H MFG. CO., LTD.

8

Shares Held
Wh Eld
Shares Held
Wh Eld
Shares
Cl Hld
Shares
Cl Hld
Share Currently Share Currently Share Held Share Held
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Director
TLC Capital
Co.,LTD
- - 1,977,991 0.64% 1,977,991 0.58% 0 0% 0 0% Director of TXC Corporation DIRECTOR OF TXC CORPORATION
AND MEMBER OF INVESTMENT RVIEW
COMMITTEE OF TXC CORPORATION
Representative
Peng,
Chih-Chiang
R.O.C Male
51~60
2022/05/31 2010/06/15 0 0% 0 0% 0 0% 0 0% Ph. D. of National Chiao Tung
University Institute of Management
of Technology
Master of institute of industrial
engineering of University of
Pittsburgh

9

Shares Held
Wh Eld
Shares Held
Wh Eld
Shares
Cl Hld
Shares
Cl Hld
Share Currently Share Currently Share Held Share Held
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Independent
Director
Yu, Shang-Wu
R.O.C Male
61~70
2022/05/31 2007/06/13 0 0% 0 0% 0 0% 0 0% Ph.D.,Birmingham University
Dean of School of Business
Administration, Jingwen University
of Science and Technology
Chair Professor and Dean of the
School of Management and
Chinese, Yuanpei University of
Medical Technology
Professor, Director, Dean of
Information Management
Department of National Taiwan
University of Science and
Technology
Vice President and Dean of School
of Management, Tungnan
University
Distinguished Professor and Dean
of School of Information, Takming
University of Science and
Technology
Director (public stock
representative) of First Financial
Holdings (Shares) Co., Ltd.
Juristic-person director
representative of the First Bank
Juristic-person director
representative of International
Express Securities Co., Ltd.
Public welfare director of the
Taiwan Stock Exchange (assigned
by the Financial Supervisory
Commission)
Independent Director of Taisun Int’l
(Holding) Corp.
Supervisor of Taiwan Economy
Research Institute
PROFESSOR, MING CHI UNIVERSITY
OF TECHNOLOGY COLLEGE OF
MANAGEMENT AND DESIGN
INDEPENDENT DIRECTOR OF
VISGENEER INC.
INDEPENDENT DIRECTOR OF
GENESYS LOGIC, INC.
INDEPENDENT DIRECTOR OF TXC
CORPORATION
CONVENOR OF REMUNERATION
COMMITTEE OF TXC CORPORATION
CONVENOR OF AUDIT AND RISK
COMMITTEE OF TXC CORPORATION
MEMBER OF INVESTMENT REVIEW
COMMITTEE OF TXC CORPORATION

10

Shares Held
Wh Eld
Shares Held
Wh Eld
Shares
Cl Hld
Shares
Cl Hld
Share Currently Share Currently Share Held Share Held
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Independent
Director
Tsai, Song-Qi
R.O.C Male
71~80
2022/05/31 2013/06/19 0 0% 0 0% 0 0% 0 0% PhD in Accounting, Shanghai
University of Finance and
Economics
Master of Business Administration,
National Chengchi University
Vice Chairman of KMPG Taiwan
Director and CSO of KMPG Taiwan
The chief accountant of the
Taiwanese Business Group in
Mainland China of KMPG Taiwan
Director of e-Force Taiwan Co., Ltd.
Supervisor of Phalanx Biotech


ADJUNCT PROFESSOR OF
ACCOUNTING, NATIONAL DONG HWA
UNIVERSITY
CHAIRMAN OF EMCC HUMAN
CAPITAL SOLUTIONS INC
CHAIRMAN OF DAMING INVESTMENT
DEVELOPMENT CO., LTD.
CHAIRMAN OF SHANGAI
MANAGEMENT CONSULTING CO., LTD.
CHAIRMAN OF DISCOVERY FORMOSA
INTERNATIONAL INC.
CHAIRMAN OF ZHISHIMEI CO., LTD.
INDEPENDENT DIRECTOR OF TXC
CORPORATION
MEMBER OF REMUNERATION
COMMITTEE, AUDIT AND RISK
COMMITTEE AND INVESTMENT
REVIEW COMMITTEE OF TXC
CORPORATION
Independent
Director
Su, Yan-Syue
R.O.C Female
51~60
2022/05/31 2016/06/07 0 0% 0 0% 0 0% 0 0% Master in Industrial Management
of Carnegie Mellon University,
USA
CIO and senior Senior VP of
PEGATRON Corporation
CIO of ASUSTek Computer Inc.
Manager Director of UBS
Independent Director of Zhong
Yang Technology Co., Ltd
Independent Director of AUO
Corporation
Juristic-person director
representative of Kinsus
Interconnect Technology Corp.
Representer of Yongyu
Investment
Director of eslite Foundation for
Culture and the Arts
JURISTIC-PERSON DIRECTOR
REPRESENTATIVE OF SPOTFILMS CO.,
LTD.
INDEPENDENT DIRECTOR OF ESLITE
SPECTRUM CORPORATION
INDEPENDENT DIRECTOR OF COWELL
E HOLDINGS INC
INDEPENDENT DIRECTOR OF
UNIVERSAL CEMENT CORPORATION
INDEPENDENT DIRECTOR OF ASROCK
INCORPORATION
INDEPENDENT DIRECTOR OF TXC
CORPORATION
CONVENOR OF INVESTMENT REVIEW
COMMITTEE OF TXC CORPORATION
MEMBER OF REMUNERATION
COMMITTEE, AUDIT AND RISK
COMMITTEE AND INVESTMENT
REVIEW COMMITTEE OF TXC
CORPORATION

11

Shares Held
Wh Eld
Shares Held
Wh Eld
Shares
Cl Hld
Shares
Cl Hld
Share Currently Share Currently Share Held Share Held
Title Gender Date Date Held by Spouse & in the name of Major Academic (professional) Current Position in TXC
Name Nationality Age Elected First Elected
en ecte
urrenty e Minors others
Experience
or Other Companies
Shares % Shares % Shares % Shares %
Independent
Director
Wang, Chuan
-Fen
R.O.C Female
51~60
2022/05/31 2016/06/07 0 0% 0 0% 0 0% 0 0% Master in Law of Columbia
University, USA
Legal Master of Naitonal Taiwan
Universtiy
International Associate of Simpson
Thacher & Bartlett LLP
Associate Attorney of Lin & Liu
International Law Office
PARTNER OF CHEN & LIN LAW FIRM
INDEPENDENT DIRECTOR OF LOTUS
PHARMACEUTICAL CO., LTD.
INDEPENDENT DIRECTOR OF O-BANK
CO., LTD.
INDEPENDENT DIRECTOR OF TXC
CORPORATION
MEMBER OF REMUNERATION
COMMITTEE, AUDIT AND RISK
COMMITTEE AND INVESTMENT
REVIEW COMMITTEE OF TXC
CORPORATION

When the chairman of the board of directors and the general manager or equivalent (top manager) are the same person, spouses or relatives of each other, the reasons, rationality, necessity, future improvement measures and other relevant information shall be stated:

The CEO of the company is responsible for the planning and implementation of the company's long-term business development strategy, the overall management of the group's business team and reporting to the board of directors, while the president is responsible for the planning and management of the daily operation of each plant area. The chairman of the board of directors of the company also serves as the CEO. The company is expected to plan and implement the company's long-term business development strategy in the direction of the concept of sustainable operation, and clearly divide the functions and powers of the chairman, the CEO and the president. In addition, the number of independent directors of the company is more than 4, and more than half of the directors are not employees or managers, so as to enhance the independence of the board of directors.

12

Name Major Shareholder Share (%)
United Microelectronics Corporation JPMorgan Chase Bank, N.A. acting in its capacity as
depositaryand representative to the holders of ADRs
4.85
Hsun Chieh Investment Co.,Ltd. 3.52
Capital TIP Customized Taiwan Select High Dividend
Exchange Traded Fund
2.48
Silicon Integrated Systems Corp. 2.13
Taiwan Life Insurance Co, Ltd. 1.76

Yann Yuan Investment Co., Ltd.
1.54
China Life Insurance Co, Ltd. 1.54
New Labor Pension Fund 1.47
Citibank Taiwan in custody for Government of
Singapore
1.21
Yuanta/P-shares Taiwan Dividend Plus ETF 1.15

Note1: Names of the major shareholders (who shareholding percentage shall be top 10) of the corporate shareholders and its shareholding percentage. Note 2: The ex-dividend date of the year is on April 1, 2024.

13

4. Training of the Directors

On-Board TrainingDate TrainingDate
Til N Oi C H
te ame Date From To rganzer ourse our
Director Lin, Wan-Shing 2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Director Lin, Jin-Bao 2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Director Kuo, Ya-Ping 2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Director Chen Chueh,
Shang-Hsin
2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Director Huang,
Hsiang-Lin
2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Director Hsu, Hsing-Hao 2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Director TLC Capital
Co.,LTD
(Peng,
Chih-Chiang)
2022/05/31 2024/02/22 2024/02/22 Taiwan Corporate
Governance
Association
On the Tax Management of
Intellectual Property Rights from
the Perspective of Corporate
Governance
3
2024/03/01 2024/03/01 How Audit Committees Interpret
and Use the Audit Quality Index
(AQI)
3
2024/04/26 2024/04/26 Corporate Operating
and Sustainable
Development
Association
Challenges and business thinking of
Taiwanese companies in turbulent
times

3
Independent
Director
Yu, Shang-Wu 2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Independent
Director
Tsai, Song-Qi 2022/05/31 2024/08/05 2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
Independent
Director
Su, Yan-Syue 2022/05/31 2024/07/09 2024/07/09 Taiwan Corporate
Governance
Association
Strategic thinking on group
enterprise reorganization
3
2024/08/05 2024/08/05 Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/10/01 2024/10/01 Independent Director
Association Taiwan
【ESG Sustainability Forum】
Win-win situation for environment
and economy in 2024: Taiwan’s
ESGpracticepath
3

14

On-Board TrainingDate TrainingDate
Til N Oi C H
te ame Date From To rganzer ourse our
Independent
Director
Wang, Chuan
-Fen
2022/05/31 2024/03/13 2024/03/13 Taiwan Corporate
Governance
Association
Corporate Governance and
Sustainable Development
1
2024/04/09 2024/04/09 Circular Economy Benefits and
Sustainable Finance Business
Opportunities
2
2024/08/05 2024/08/05 Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/12 2024/08/12 TCFD & SBTi Development and
Directors’ Responsibilities
3
2024/10/02 2024/10/02 Anti-money laundering and
combatingterrorist financing
2

15

5. Disclosure of Professional Qualifications of Directors and Independence of Independent Directors

Number of independent
Qualification
Independence
directors serving
Professional qualifications and experience
(two years before election and during term of office) concurrently as other
Name
public companies
Chairman
Lin, Wan-Shing
Graduated from the Institute of Business Administration, National Taiwan
University of Science and Technology, served as the company's vice
chairman (1989-1992), president (1992-2019) and the 15thchairman of the
Republic of China Industrial and Commercial Construction Research
Association. He has worked in the field of quartz crystal for more than 30
years, leading the company's industrial upgrading and the goal of becoming a
global company, enabling the company's operating scale to continue to grow
steadily. He has more than five years of work experience required for
company business.
1.
Currently serve as the CEO of the company and a director with the status of a
manager.
2.
The director of related companies (100% subsidiary) of the company.
3.
The relative relationship with Mr. Lin Jin-Bao, a director of the company, is
within the second degree of kinship.
4.
The chairman of the board of directors of associate and other associate.
5.
There is no one of the circumstances of Article 30 of the Company Act.
6.
There is no case where the government, legal person or its representative is
elected as stipulated in Article 27 of the Company Act.
None
Director
Lin, Jin-Bao
Graduated from West Texas A&M University with a master's degree in
business management, he is the founder and first chairman of the company.
He has been working in the field of quartz crystal since he started his career,
and has a good reputation in the industry. He is the leading pioneer of
Taiwan's quartz crystal industry. In 2001, he took over as the chairman of the
company again. During his tenure, in addition to assisting the company to
promote internationalization, he also integrated quartz crystal related
technologies and markets with international manufacturers, and was
committed to the integration of Taiwan's quartz crystal industry. He has more
than five years of work experience required for company business.
1.
A director with employee status (consultant).
2.
The top ten individual shareholders of the company.
3.
The relative relationship with Mr. Lin Wan-Shing, the director of the company, is
within the second degree of kinship.
4.
The director of the board of directors of associate and other associate.
5.
There is no one of the circumstances of Article 30 of the Company Act.
6.
There is no case where the government, legal person or its representative is
elected as stipulated in Article 27 of the Company Act.
None
Director
Kuo, Ya-Ping
Graduated from Boston University with a master's degree in business
management, he is currently the general manager of the company. During his
more than 20 years in the company, he served as the executive vice president
of the company and the vice president of the management center, the vice
president of the quality assurance center, and assistant vice president of the
marketing center, the president of TXC Optec Corporation. He has an
international outlook, the ability to judge the characteristics of globalized
professional market competition and the ability to innovate and lead
professional team development. He has rich experience in marketing,
operation management and strategic planning, and has more than five years
of work experience required for company business.
1.
Currently serve as the president of the company and a director with managerial
status.
2.
The relative relationship with Ms.Kuo, Ya-Han, the vice president of the company,
is within the second degree of kinship.
3.
There is no one of the circumstances of Article 30 of the Company Act.
4.
There is no case where the government, legal person or its representative is
elected as stipulated in Article 27 of the Company Act.

None
Director
Chen Chueh,
Shang-Hsin
Graduated from Zhejiang University with a master's degree in management,
he is currently the chairman of several subsidiaries of the company. He has
served as deputy CEO and vice president for more than 20 years in the
company, and continues to specialize in the marketing and business
development of electronic components. He has more than five years of work
experience required for company business.
1.
Served concurrently as the company's deputy CEO in the two years before the
election (retired on 2021/12/31).
2.
The director of related companies (100% subsidiary) of the company.
3.
The chairman or director of associate, or the supervisor of other associate.
4.
There is no one of the circumstances of Article 30 of the Company Act.
5.
There is no case where the government, legal person or its representative is
elected as stipulated in Article 27 of the Company Act.
None

16

Director
Huang, Hsiang-Lin
He graduated from the State University of New York with a master's degree
in business administration. He is currently the president of
TETC CORP. NINGBO, a subsidiary of the company. During his 20 years in
the company, he served as the assistant vice president and director of the
company's marketing center, mainly responsible for market development and
customer management in the Greater China region. He specialized in market
strategy, brand marketing and customer service, with extensive experience in
cross-industry and product business promotion, corporate competitiveness
development and project planning team leadership capabilities. He has more
than five years of work experience required for company business.
1.
Served concurrently as the company'sassistant vice presidentin the two years before
the election (retired on 2021/12/31).
2.
Acting as juristic-person director representative and president of related
companies (100% subsidiary) of the company.
3.
There is no one of the circumstances of Article 30 of the Company Act.
4.
There is no case where the government, legal person or its representative is
elected as stipulated in Article 27 of the Company Act.
None
Director
Hsu, Hsing-Hao
Graduated from Colorado State University with a master's degree in
Electromechanical Computer Engineering, focusing on the research of
high-frequency circuit design. He used to be the marketing director of
Chan-Yu Corporation, and is currently the director of Golden Biotechnology
Corporation, the director of K&H MFG. CO., LTD. and the Chairman of
Kang-Shuo Investment Corporation, specializing in software and hardware
sales and R&D of laboratory teaching equipment and test instruments in
different fields, with more than five years of work experience required for
company business.
1.
There is no one of the circumstances of Article 30 of the Company Act.
2.
There is no case where the government, juristic-person director representative is
elected as stipulated in Article 27 of the Company Act.
None
Director
TLC Capital
Co.,LTD
It is a reinvestment company established by UMC in 2005. It has a strong
management team and professionals, and provides high value-added services
related to the operation and management of the invested company. It is a
professional venture capital company. He was the director of Simplo
Technology Co., Ltd., whose experience in corporate management can
provide important advice on the company's operation and development.
1.
In the case of being elected as a juristic-person director representative as
stipulated in Article 27 of the Company Act.
None
Independent
Director
Yu, Shang-Wu
Graduated from the University of Birmingham with a Ph.D. in Finance,
served as Dean of School of Business Administration, Jingwen University of
Science and Technology,Chair Professor and Dean of the School of
Management and Chinese, Yuanpei University of Medical Technology
Professor, Director, Dean of Information Management Department of
National Taiwan University of Science and Technology, Vice President and
Dean of School of Management, Tungnan University, Distinguished
Professor and Dean of School of Information, Takming University of Science
and Technology, Director (public stock representative) of First Financial
Holdings (Shares) Co., Ltd. ,Juristic-person director representative of the
First Bank, Juristic-person director representative of International Express
Securities Co., Ltd., Public welfare director of the Taiwan Stock Exchange
(assigned by the Financial Supervisory Commission), and Independent
Director of Taisun Int’l (Holding) Corp.etc.
He has been engaged in academic research for many years, specializing in
corporate financial management and investment. Management and financing
decision-making, etc., with professional qualifications for lecturers in public
and private colleges and universities in relevant departments of business,
finance and corporate business.
According to the company's articles of association and the "Corporate Governance
Code of Practice", directors are selected through a candidate nomination system.
When nominating and selecting board members, the company has confirmed that its
own, spouse and relatives within the third degree are relative to the company. In
addition, it has been verified that the four independent directors have complied with
the "Regulations on the Appointment of Independent Directors of Publicly Issued
Companies and Matters to be Followed" and Article 14 of the Securities and
Exchange Law in the two years before the election and during their tenure.
According to the qualification requirements set out in 2, independent directors are
empowered to fully participate in decision-making and express opinions in
accordance with Article 14-3 of the Securities and Exchange Act, and independently
perform relevant functions and powers, which meets the independence
requirements.
2

17

Independent
Director
Tsai, Song-Qi
Graduated from Shanghai University of Finance and Economics with PhD
in Accounting, with a Master degree of Business Administration, National
Chengchi University, and obtained professional qualifications and work
experience as an accountant for more than 30 years, served at vice
chairman of KMPG Taiwan, Director and CSO of KMPG Taiwan, the
chief accountant of the Taiwanese Business Group in Mainland China of
KMPG Taiwan;specializing in cross-strait financial and accounting
business, and providing professional advice on cross-strait accounting
affairs.
According to the company's articles of association and the "Corporate Governance
Code of Practice", directors are selected through a candidate nomination system.
When nominating and selecting board members, the company has confirmed that its
own, spouse and relatives within the third degree are relative to the company. In
addition, it has been verified that the four independent directors have complied with
the "Regulations on the Appointment of Independent Directors of Publicly Issued
Companies and Matters to be Followed" and Article 14 of the Securities and
Exchange Law in the two years before the election and during their tenure.
According to the qualification requirements set out in 2, independent directors are
empowered to fully participate in decision-making and express opinions in
accordance with Article 14-3 of the Securities and Exchange Act, and independently
perform relevant functions and powers, which meets the independence
requirements.
None
Independent
Director
Su, Yan-Syue
Graduated from Carnegie Mellon University with a master's degree in
industrial management, she was the chief investment officer and senior vice
president of PEGATRON Corporation (2004-2013), chief investment officer
of ASUSTek Computer Inc., managing director of UBS, and an independent
director of AUO Corporation. She currently is an independent director of
eslite spectrum Corporation, Cowell e Holdings Inc, UNIVERSAL CEMENT
CORPORATION andASROCK Incorporation, specializing in corporate
finance, financial investment and industry research and analysis, with work
experience required for business, finance, investment strategy and other
businesses.
3
Independent
Director
Wang, Chuan-Fen
Graduated from Columbia University School of Law with a Master of Law,
and obtained professional qualifications and work experience as a lawyer for
more than 20 years. She has worked in Simpson Thacher & Bartlett LLP and
Lin & Liu International Law Office. She is currently a partner of Chen & Lin
Law Firm and an independent director of Lotus Pharmaceutical Co., Ltd.and
O-Bank Co., Ltd., specializing in areas of expertise include securities
transaction laws, company laws, corporate mergers and acquisitions law, fair
trade law, e-commerce and cross-strait investment and technical cooperation
and other related laws, for cross-border and local mergers and acquisitions,
corporate group restructuring, overseas Domestic and foreign initial public
offerings and fundraising, foreigners investing in Taiwan and setting up R&D
and training centers, applying for government subsidies, establishing joint
ventures, compliance with the Fair Trade Law and related applications, and
even assisting clients in various commercial transactions and contract design,
drafting and negotiating and general corporate legal consulting, working
experience covering domestic and multinational corporate legal professional
services in different industries.
2

18

6. Board Diversity and Independence

(1) Board Diversity

The company carefully considers the configuration and diversity standards of the board of directors. The selection process of all directors is fair, open and impartial, in line with regulation of the company's "Articles of Incorporation ", "Director Selection Process" and "Code of Practice for Corporate Governance", and based on industry experience and professional ability, etc., to select those with the knowledge, skills and literacy required to perform their duties to serve as directors.

According to the "Code of Practice on Corporate Governance", the composition of the board of directors should consider diversity, and formulate an appropriate diversity policy based on its own operation, operation type and development needs. It should include but not limited to the following two standards:

  1. Basic conditions and values: gender, age, nationality and culture, etc.

  2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

The specific management objectives and achievement of the company's diversity policy are as follows:

Management Goals Achievement
Directors areyounger Achieved
At least two female directors Achieved

19

The members of the board of directors are diversified in industry, law, finance, accounting, investment management and operation management. The relevant professional fields are described in the following table:

The company has 3 directors with employee status, accounting for 27%; independent directors account for 36%; female directors account for 18%; the term of office of the 2 independent directors does not exceed 9 years; There are 1 persons aged 41-50, 5 persons aged 51-60, 1 persons aged 61-70, and 4 person aged 71-80; the directors of the company have different professional backgrounds, one seat each for members with professional backgrounds in law and accounting, and the other members also have financial, business and With rich experience and expertise in management and other fields, he can give professional advice to the company from different perspectives. Due to the special nature of our products, it is difficult to find directors with professional qualifications. We have gradually planned to increase the number of female directors in the 2025 election, in order to gradually achieve the goal of 1/3 of the directors being either gender.

March 29,2025
Professional competence
Accounting
and
Financial
Analysis
Legal
Information
Technology
Business
Management
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
March 29,2025
Professional competence
Accounting
and
Financial
Analysis
Legal
Information
Technology
Business
Management
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
March 29,2025
Professional competence
Accounting
and
Financial
Analysis
Legal
Information
Technology
Business
Management
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
March 29,2025
Professional competence
Accounting
and
Financial
Analysis
Legal
Information
Technology
Business
Management
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
v
Diversity items
Name of director
Basic Component Industry experience Professional competence
Nationality Gender Work
in
TXC
Age Indepenedent
directors
Tenure of tenure
Electronic
Technology
Mfi
R & D
Technology
Business
Development
Finance and
Investment
d M & A
Accounting
and
Financial
Analysis
Legal Information
Technology
Business
Management
41
~
50
51 61 71
~ ~ ~ <3 3~9 >9 anuacturng an
60 70 80
Lin, Wan-Shing ROC Male v v v v v v v
Lin, Jin-Bao ROC Male v v v v v v v
Kuo, Ya-Ping ROC Male v v v v v v
Chen Chueh,
Shang-Hsin
ROC Male v v v v v v v
Huang, Hsiang-Lin ROC Male v v v v v
Hsu, Hsing-Hao ROC Male v v v v v
TLC Capital Co., TD
(Peng, Chih-Chiang)
ROC Male v v v v v v v
Yu, Shang-Wu ROC Male v v v v v v v
Tsai, Song-Qi ROC Male v v v v v v
Su, Yan-Syue ROC Female v v v v v v
Wang, Chuan -Fen ROC Female v v v v v v

20

(2) Board independence

The board of directors of the company supervises the company's development strategy, supervises the management level, and is responsible to the company and shareholders. In all operations and arrangements of the corporate governance system, the board of directors exercises its functions and powers in accordance with laws, the company's articles of association or the resolutions of the shareholders' meeting. The board of directors of the company emphasizes the functions of independent operation and transparency. Directors and independent directors are independent individuals and exercise their powers independently. The company attaches great importance to corporate governance, and has set up 4 independent directors, which exceeds the statutory target, accounting for 36% of all directors. The audit committee is composed of all independent directors. Independence and performance, the effective implementation of internal control, the company’s compliance with relevant laws and regulations, and the management and control of the company’s existing or potential risks, etc., the company has also established an investment review committee to strengthen the company’s investment decision-making quality, implement investment review procedures and performance management, and To conduct research, deliberation and suggestions on the company's long-term investment strategy planning and major investment decisions. The purpose of setting up functional committees is to assist the board of directors to supervise the company's implementation of accounting, auditing, financial reporting processes and financial control, and the quality and integrity of investment decision to improve corporate governance performance.

After confirming the family relationship information sheet and independent director declaration provided by the director candidates, the directors of the company, Mr. Lin, Wan-Shing and Mr. Lin, Jin-Bao are relatives within the second degree of kinship, and none of the remaining directors are subject to Article 26-3 of the Securities and Exchange Act item 3 and item 4.

21

(II) Documents of president, vice president, assistant vice president, and chief of divisions

March 29, 2025

Shares Held by Shares Held by Shares Held in the Shares Held in the With Spouse or Second-class With Spouse or Second-class With Spouse or Second-class
On-board Shares Held Major Academic
Title / Name Gender Nationality Spouse & Minors
name of others
Other Part Time Position with Other Companies Relative Relationship Manager
Date (professional)
Shares % Shares % Shares % Title Name Relation
Chairman and
CEO
Lin, Wan-Hsing

Male
R.O.C 1989/11/11 5,030,722 1.47% 75,991 0.02% 0 0% Master in Management, National
Taiwan University of Science
and Technology
Director and President of TXC
Corporation
Director and CEO of TXC
Corporation
Chairman of TAIWAN CRYSTAL TECHNOLOGY
INTERNATIONAL LIMITED
Juristic-person director representative of TXC JAPAN
CORPORATION LTD
Chairman of TAIWAN CRYSTAL TECHNOLOGY(HK)
LTD Corporation
Juristic-person director representative of TXC (NINGBO)
CORPORATION
Juristic-person director representative of TXC
(CHONGQING) CORPORATION
Juristic-person director representative of Chongqing All
Suns Company Limited
Supervisor of Ningbo Longying Semiconductor Co., Ltd
Chairman of Tai-Shing Electronics Components
Corporation
Chairman of Liang Shing EcLife Corp.
Juristic-person director representative of RFIC
TECHNOLOGY CORPORATION
Juristic-person director representative of DEPO Auto Parts
Ind. Co., Ltd.
Supervisor of Piezoelectric Crystal Industries Association
of Taiwan

None
None None
President
Kuo, Ya-Ping
Male R.O.C 2009/08/01 258,000 0.08%
0
0% 0 0% Boston University ,MBA
Executive Deputy Vice President
and Deputy Vice President of
Management Center of TXC
Corporation
Director and President of TXC
Corporation
Juristic-person director representative of TXC JAPAN
CORPORATION LTD
VP of
Marketing
Kuo,
Ya-Han
sister and
brother
TXC (NGB)
President
Chao,
Min-Chiang
Male R.O.C 2012/01/01 16,437 0.00%
126
0% 0 0% Ph.D., Naval Architecture &
Ocean Engineering, National
Taiwan University
Engineer, Biomedical
Engineering Center, ITRI
Vice president of TXC
Corporation
President of TXC (NINGBO)
CORPORATION
President of TXC(SUB)
Juristic-person director representative of TXC (NINGBO)
CORPORATION
Juristic-person director representative and President of
Ningbo Free Trade Zon Ding Kai Investment Management
Company
Juristic-person director representative of PT TXC
TECHNOLOGY INDONESIA

None
None None

22

Shares Held by Shares Held by Shares Held in the Shares Held in the With Spouse or Second-class With Spouse or Second-class With Spouse or Second-class
On-board Shares Held Major Academic
Title / Name Gender Nationality Spouse & Minors name of others Other Part Time Position with Other Companies Relative Relationship Manager
Date (professional)
Shares % Shares % Shares % Title Name Relation
TXC (CKG)
President
Chou, Chien-Fu

Male
R.O.C 2017/04/01 0 0% 0 0% 0 0% Master of National Taiwan of
Science and Technology
Vice President of TXC
Corporation
President of TXC
(CHONGQING)
CORPORATION
Chairman of Chongqing All Suns Company Limited
Chairman of ChongQing Dingsen Commercial
Management Co.,Ltd
None None None
TETC CORP.
(TETC)
Presiden
Huang,
Hsiang-Lin
Male R.O.C 2019/09/01 3,379,399 0.99%
0
0% 0 0% State University of New York at
Albany, Master of Business
Administration (MBA)
Assistant Vice President of
Marketing Center of TXC
Corporation
Juristic-person director
representative and President of
TETC CORP. NINGBO
Juristic-person director representative of
TETC CORP. NINGBO
None None None
PT TXC
TECHNOLOGY
INDONESIA
TXC (SUB)
President
Chang,
Chien-Tsung

Male
R.O.C 2012/01/01 0 0% 0 0% 0 0% City University of Macau, MBA
Vice President of TXC
Corporation
President of PT TXC
TECHNOLOGY INDONESIA
TXC (SUB)
Supervisor of TXC (NINGBO) CORPORATION
Juristic-person director representative of TXC
(CHONGQING) CORPORATION
Juristic-person director representative and President of PT
TXC TECHNOLOGY INDONESIA
None None None
TXC (CKG)
Executive Vice
President
Yu, Fang-Ming
Male R.O.C 2012/01/01 53,952 0.02%
0
0% 0 0% Department of Electronic
Engineering, Oriental Insitute of
Technology
Vice President of TXC
Corporation
Executive Vice President of TXC
(CHONGQING)
CORPORATION

-
None None None
Vice President
Lin, Shi-Bo

Male
R.O.C 2011/01/31 6,932 0% 0 0% 0 0% Master of Physics, UC,
Riverside, USA
Vice President of TXC
Corporation
- None None None
Vice President/
Chief
Technology
Officer (CTO)
Cheng, Li-Wei
(Note 2)
Male R.O.C 2018/01/01 0 0% 0 0% 0 0% Ph D., Materials Science and
Engineering of National Tsing
Hua University
Vice President of TXC
Corporation
CTO of TXC Corporation
- None None None

23

Shares Held by Shares Held by Shares Held in the Shares Held in the With Spouse or Second-class With Spouse or Second-class With Spouse or Second-class
On-board Shares Held Major Academic
Title / Name Gender Nationality Spouse & Minors name of others Other Part Time Position with Other Companies Relative Relationship Manager
Date (professional)
Shares % Shares % Shares % Title Name Relation
Vice President
Kuo, Ya-Han
Female R.O.C 2009/08/01 22,537 0.01%
0
0% 0 0% West Coast University, MBA
Assistant Vice President of TXC
Corporation Vice President of
TXC Corporation
Supervisor of TXC JAPAN CORPORATION
Chairman and Juristic-person director representative of
TXC EUROPE GMBH
President Kuo,
Ya-Ping
sister and
brother
Vice President
Su, Jing-Sheng
Male R.O.C 2015/12/05 0 0% 0 0% 0 0% Master of Department of
Electrical Engineering, National
Tsing Hua University
Assistant Vice President of TXC
Corporation
Vice President of TXC
Corporation
- None None None
Assistant Vice
President
Lin, Su-fen
Female R.O.C 2010/07/01 29,891 0.01%
0
0% 0 0% Electrical Department of
Kaohsiung Institute
Assistant Vice President of TXC
Corporation
Vice President of TXC
Corporation
- None None None
Assistant Vice
President
Chen,Chiu-Lin
Male R.O.C 2020/09/14 0 0% 0 0% 0 0% Master of Department of
Industrial Engineering of
National Tsing Hua University
Assistant Vice President of TXC
Corporation
Vice President of TXC
Corporation
- None None None
TXC (NGB)
Vice President
Liu, Hsu-Er
(Note 3)
Male R.O.C 2015/06/01 0 0% 0 0% 0 0% Master of Department of
Materials Science and
Engineering, National Taiwan
University
Assistant Vice President of TXC
Corporation
Vice President of TXC
Corporation
- None None None
Assistant Vice
President
Su, Zhe-Ming
Male R.O.C 2011/01/31 13,054 0.00%
0
0% 0 0% Department of Electrical
Engineering, National Taiwan
Ocean University
Assistant Vice President of TXC
Corporation
- None None None
Chief Engineer
(Assistant Vice
President)
Chang,
Qi-Zhong
Male R.O.C 2006/04/01 18,929 0.01% 2,000 0% 0 0% Executive Master of Business
Administration, EMBA
National Chiao Tung University
College of Management
Chief Engineer of TXC
Corporation
- None None None

24

Shares Held by Shares Held by Shares Held in the Shares Held in the With Spouse or Second-class With Spouse or Second-class With Spouse or Second-class
On-board Shares Held Major Academic
Title / Name Gender Nationality Spouse & Minors name of others Other Part Time Position with Other Companies Relative Relationship Manager
Date (professional)
Shares % Shares % Shares % Title Name Relation
Assistant Vice
President /
Deputy CTO
Chiu,Chih-Hun
g
Male R.O.C 2019/06/01 9,000 0.00% 0 0% 0 0% Master of Executive Master of
Business Administration
Deputy CTO of TXC
Corporation
- None None None
Deputy CTO
Pao,Shih-Yung
Male R.O.C 2019/06/01 0 0% 0 0% 0 0% Ph.D of National Taiwan
University Institute of Applied
Mechanics
Deputy CTO of TXC
Corporation
- None None None
Assistant Vice
President
Chen, Ming
Male R.O.C 2023/10/01 0 0% 0 0% 0 0% Master of Business
Administration of DREXEL
UNIVERSITY
Assistant Vice President of TXC
Corporation
- None None None
Chief Financial
Officer (CFO)
/ Vice President
Hong,
Guan-Wen
Female R.O.C 2003/03/11 128,805 0.04% 0 0% 0 0% MBA, National Taipei University
CFO of TXC Corporation

Director of Win win precision technology
None None None
When the chairman of the board of directors and the general manager or equivalent (top manager) are the same person, spouses or relatives of each other, the reasons, rationality, necessity,
future improvement measures and other relevant information shall be stated:
The CEO of the company is responsible for the planning and implementation of the company's long-term business development strategy, the overall management of the group's business team
and reporting to the board of directors, while the president is responsible for the planning and management of the daily operation of each plant area. The chairman of the board of directors of
the company also serves as the CEO. The company is expected to plan and implement the company's long-term business development strategy in the direction of the concept of sustainable
operation, and clearly divide the functions and powers of the chairman, the CEO and the president. In addition, the number of independent directors of the company is more than 4, and more
than half of the directors are not employees or managers,so as to enhance the independence of the board of directors.

Note 1: Mr. Chang, Chien-Tsung was appointed as the President of PT TXC TECHNOLOGY INDONESIA on September 1, 2024. Note 2: Mr. Chu, Chih-Hsun, as Vice President and CTO retired on December 31, 2024 Mr. Cheng, Li-Wei was appointed as Vice President and CTO on January 1, 2025. Note 3: Mr. Liu, Hsu-Er was appointed as Vice President of TXC (NGB) on January 1, 2025.

25

II. Remuneration and Compensation Paid to Directors, and President and Vice President

(I) Remuneration Paid to Directors

December 31, 2024 Unit: Shares, NT$ 1,000

Title
Name
Director’s Remuneration Director’s Remuneration Director’s Remuneration Total Remuneration
(A+B+C+D) and as a %
Total Remuneration
(A+B+C+D) and as a %
Compensation E Compensation E Compensation E arned bya Director Who is an Employee Director Who is an Employee Director Who is an Employee Director Who is an Employee Total Compensation
A+B+C+D+E+F+G) and
as a % of Net Income
(Note 10)
Total Compensation
A+B+C+D+E+F+G) and
as a % of Net Income
(Note 10)
Compensation
Paid to Directors
from
Non-Consolidated
Entities
(Note 11)
Base
Compensation(A)
(Note 2)

Seve
rance Pay Compensation to
Allowances (D) Base Compensation,
Bonuses and
Severan ce Pay and Compensation to Employees (G)


and P

ensions (B)

Directors (C)
(Note 3)

(Note 4)
of Net Income
(Note 10)
Allowances (E)
(Note 5)

Pens

ions (F)

(Note 6)
From
TXC
From All
Consolidated
Entities
(Note 7)

From
TXC
From All
Consolidated
Entities
(Note 7)

From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)

From
TXC From All Consolidated
Entities
From From All
Consolidated
Entities
(Note 7)

Cash
Stock (Note 7)
Cash
Stock

TXC
Chairman
and CEO
Lin, Wan-Shing
0 0 0 0 24,313 24,313 855 855 25,168
1.1775
25,168
1.1775
9,406 36,740 725 725 8,300 0 8,300 0 43,599
2.0398
70,933
3.3186
3,076
Director
Lin, Jin-Bao
Director and
President
Kuo, Ya-Ping
Director
Chen Chueh,
Shang-Hsin
Director and
TETC President
Huang,
Hsiang-Lin
Director
Hsu, Hsing-Hao
Director
TLC Capital
Co.,LTD
Representative:
Peng,
Chih-Chiang

26

Title
Name
Director’s Remuneration Director’s Remuneration Director’s Remuneration Director’s Remuneration Director’s Remuneration Director’s Remuneration Director’s Remuneration Director’s Remuneration Total Remuneration
(A+B+C+D) and as a %
Total Remuneration
(A+B+C+D) and as a %
Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Compensation Earned bya Director Who is an Employee Total Compensation
A+B+C+D+E+F+G) and
as a % of Net Income
(Note 10)
Total Compensation
A+B+C+D+E+F+G) and
as a % of Net Income
(Note 10)
Compensation
Paid to Directors
from
Non-Consolidated
Entities
(Note 11)
Base
Compensation(A)
(Note 2)

Severance Pay
Compensation to
Allowances (D) Base Compensation,
Bonuses and
Severance Pay and Compensation to Employees (G)


and Pensions (B)

Directors (C)
(Note 3)

(Note 4)
of Net Income
(Note 10)
Allowances (E)
(Note 5)

Pensions (F)

(Note 6)
From
TXC
From All
Consolidated
Entities
(Note 7)

From
TXC
From All
Consolidated
Entities
(Note 7)

From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)
From
TXC
From All
Consolidated
Entities
(Note 7)

From TXC
From All Consolidated
Entities
From From All
Consolidated
Entities
(Note 7)

Cash
Stock
(Note 7)
Cash
Stock

TXC
Independent
Director
Yu, Shang-Wu
0 0 0 0 15,900 15,900 980 980 16,880
0.7897
16,880
0.7897
0 0 0 0 0 0 0 0 16,880
0.7897
16,880
0.7897
0
Independent
Director
Tsai,Song-Qi
Independent
Director
Su,Yan-Syue
Independent
Director
Wang, Chuan
-Fen
1. Please describe the independent director's remuneration payment policy, system, standards and structure, and describe the relationship with the amount of remuneration according to
the responsibilities, risks, investment time and other factors:
The company's directors' remuneration is handled in accordance with the company's articles of association, and reasonable remuneration is given in consideration of the company's
operating results and its contribution to the company's performance; the procedure for setting remuneration is based on the company's "Directors and Managers Performance
Evaluation Method" as the basis of evaluation Follow, in addition to referring to the company's overall operating performance, future business risks and development trends of the
industry, it also refers to the individual's performance achievement rate and contribution to the company's performance. The relevant performance appraisal and salary rationality are
reviewed by the salary compensation committee and the board of directors. Review the remuneration system at any time depending on the actual operating conditions and relevant
laws and regulations, in order to achieve a balance between the company's sustainable operation and risk control.
The independent directors of the company are ex officio members of the remuneration, audit committee, and investment review committee. In addition to the remuneration paid to
general directors, considering their responsibilities, risks, and investment time, etc., different reasonable remunerations are determined at their own discretion.
2.
In addition to the information disclosed in the table above, has any Director provided services to TXC Corporation and its subsidiaries and received compensation for such services
(e.g. servingas a consultant that is not an employee): None.

27

Table of Remuneration Scale

Director Names
Remuneration Paid to Directors Total Remuneration (A+B+C+D) Total Compensation (A+B+C+D+E+F+G)
From All Consolidated Entities From All Consolidated Entities
From TXC (Note 8) From TXC (Note 8)
(Note 9)H (Note 9)I
Less than NT$1,000,000 Peng, Chih-Chiang Peng, Chih-Chiang Peng, Chih-Chiang Peng, Chih-Chiang
NT$1,000,000 –NT$1,999,999
NT$2,000,000 –NT$3,499,999 Lin, Jin-Bao, Kuo, Ya-Ping,
Chen Chueh, Shang-Hsin,
Huang, Hsiang-Lin, Hsu, Hsing-Hao,
TLC Capital Co., LTD
Lin, Jin-Bao, Kuo, Ya-Ping,
Chen Chueh, Shang-Hsin,
Huang, Hsiang-Lin, Hsu, Hsing-Hao,
TLC Capital Co., LTD

Chen Chueh, Shang-Hsin,
Huang, Hsiang-Lin,
Hsu, Hsing-Hao,
TLC Capital Co., LTD
Hsu, Hsing-Hao,
TLC Capital Co., LTD
NT$3,500,000 –NT$4,999,999 Yu, Shang-Wu, Tsai, Song-Qi,
Su, Yan-Syue, Wang ,Chuan-Fen
Yu, Shang-Wu, Tsai, Song-Qi,
Su, Yan-Syue, Wang ,Chuan-Fen
Yu, Shang-Wu, Tsai, Song-Qi,
Su, Yan-Syue, Wang ,Chuan-Fen
Yu, Shang-Wu, Tsai, Song-Qi,
Su, Yan-Syue, Wang ,Chuan-Fen
NT$5,000,000 - NT$9,999,999 Lin, Wan-Shing Lin, Wan-Shing Lin, Jin-Bao, Lin, Jin-Bao,
NT$10,000,000 - NT$14,999,999 Lin, Wan-Shing,
Kuo, Ya-Ping
Kuo, Ya-Ping,
Huang, Hsiang-Lin
NT$15,000,000 - NT$29,999,999 Lin, Wan-Shing,
Chen Chueh,Shang-Hsin
NT$30,000,000 - NT$49,999,999
NT$50,000,000 - NT$99,999,999
NT$100,000,000 and above
Total 12 persons
(included 1 corporate director representive)
12 persons
(included 1 corporate director representive)
12 persons
(included 1 corporate director representive)
12 persons
(included 1 corporate director representive)

28

  • Note 1: Director names shall be listed separately (the shareholder name and representative shall be listed separately for corporate directors) and each payment amount shall be disclosed as a summary. If directors concurrently serve as president and vice presidents, list in this Table and Tables (3-1) or (3-2) below.

  • Note 2: 2024 director remuneration (includes director salary, allowances, severance pay, various bonuses and incentives). Note 3: 2024 compensation to directors passed by the Board of Directors in 2025.

  • Note 4: Related 2024 director allowances (including travel expenses, special expenses, all kinds of allowances, accomodations, substantive objects offered in the form of vehicles and etc.). If real estate, cars and other transportation or exclusive personal expenses are offered, the asset category and cost, actual rent or rent calculated at fair market value, fuel expenses and other payments shall be disclosed. If a driver is assigned, attach an explanation of the driver’s related compensation but do not include the compensation into the remuneration.

  • Note 5: 2024 directors who concurrently hold positions in the company (including the president and vice presidents, other managers and employees) receive remunerations including salary, duty differential pay, severance pay, all kinds of bonuses, incentive pays, accomodations, and substantive objects offered in the form of vehicles. If real estate, cars and other transportation or exclusive personal expenses are offered, the asset category and cost, actual rent or rent calculated at fair market value, fuel expenses and other payments shall be disclosed. If a driver is assigned, attach an explanation of the driver’s related compensation but do not include the compensation into the remuneration.

  • Note 6: 2024 directors concurrently hold positions in the Company (including the president and vice presidents, other managers and employees) who receive employee bonuses (including stock and cash) shall disclose the 2024 employee compensation amounts passed and distributed by the 2025 Board of Directors meeting. If estimation is not possible, calculate this year’s proposed distribution amounts based on the actual percentages distributed for the previous year and list in Table 1-3.

  • Note 7: The total of all compensation items from all consolidated entities (including the Company) paid to Company directors shall be disclosed.

  • Note 8: The total of each of the remuneration items paid by the Company to each director are disclosed under the corresponding director name in the scale.

  • Note 9: The total of each of the remunderation items paid by all consolidated entities to Company directors shall be disclosed under the corresponding director name in the scale.

  • Note 10: Net Income refers to 2024 net income: Those who have adopted IFRS, net income refers to the net income in individual or separate financial reports for the most recent year.

  • Note 11: a. This column shall clearly list the related remuneration amounts from reinvested companies other than subsidiaries.

  • b. If Company directors receive remuneration from reinvested companies other than subsidiaries, the remuneration received by Company directors from reinvested companies other than subsidiaries is included in the Remuneration Scale column and the column is renamed All Reinvested Entities.

  • c. Compensation and remuneration refers to the compensation and remuneration (employee, director and supervisor remuneration), business execution expenses and other related remuneration received by Company directors as directors, supervisors and managers of reinvested entities other than subsidiaries.

29

(II) Compensation Paid to President and Vice Presidents

December 31,2024 Unit: Thousand Shares,NT$1,000 December 31,2024 Unit: Thousand Shares,NT$1,000 December 31,2024 Unit: Thousand Shares,NT$1,000 December 31,2024 Unit: Thousand Shares,NT$1,000 December 31,2024 Unit: Thousand Shares,NT$1,000 December 31,2024 Unit: Thousand Shares,NT$1,000 December 31,2024 Unit: Thousand Shares,NT$1,000
Title Name Base Compensation
(A)
(Note 2)
Severance Pay and
Pensions (B)
Total Compensation
(A+B+C+D) and as a % of
Net Income
(Note 8
Compensation Paid to
Directors from
Non-Consolidated
Entities
(Note 9)
Bonuses and Allowances
Employee Compensation (D)
(C)
Nt 3

(Note 4)
(oe )
From
TXC
From All
Consolidated
Entities
(Note 5)

From
TXC
From All
Consolidated
Entities
(Note 5)

From
TXC
From All
Consolidated
Entities
(Note 5)
From TXC From All Consolidated
Entities
(Note 5)
From
TXC
From All
Consolidated
Entities
(Note 5)
Cash
Stock Cash Stock
Chairman &CEO Lin, Wan-Shing 23,911 33,995 2,290 2,290 9,476 47,179 27,200 0 27,200 0 62,877
2.9417
110,664
5.1775
1,389
President Kuo, Ya-Ping
TXC(NGB)
President
Chao,
Min-Chiang
TXC(CKG)
President
Chou, Chien-Fu
TETC
President
Huang,
Hsiang-Lin
TXC(SUB)
Vice President
Chang,
chien-Tsung
TXC(CKG)
Executive
Vice President
Yu, Fang-Ming
Vice President Lin, Shi-Bo
Vice President Cheng, Li-Wei
Vice President/
Chief Technology
Officer(CTO)
Chu,Chih-Hsun
Vice President Kuo,Ya Han
Vice President Su, Jing-Sheng
Vice President Lin, Su-fen
Vice President Chen,Chiu-Lin
Chief Financial
Officer (CFO)
/ Vice President
Hong, Guan-Wen

Note: This is to fill in the remuneration information of managers above the deputy general manager at the end of 2024. For personnel changes, please refer to the general manager, deputy general manager, assistant manager, and supervisors of various departments and branches.

30

Compensation Scale

Compensation Paid to Names of Senior Executives
Senior Executives The Company(Note 6) The Companyin the financial reportNote 7(E)
Less than NT$1,000,000 Huang, Hsiang-Lin, Chang,Chien-Tsung
NT$1,000,000 –NT$1,999,999 Chao,Min-Chiang, Chou, Chien-Fu
NT$2,000,000 –NT$3,499,999 Yu,Fang-Ming, Chu,Chih-Hsun
NT$3,500,000 –NT$4,999,999 Lin, Shi-Bo, , Chen,Chiu-Lin Chu,Chih-Hsun,
NT$5,000,000 - NT$9,999,999 Lin, Wan-Shing, Kuo, Ya-Ping,
Cheng, Li-Wei, Kuo,Ya Han,
Su, Jing-Sheng, Lin, Su-fen, Hong, Guan-Wen
Chao,Min-Chiang, Chou, Chien-Fu,
Huang, Hsiang-Lin, Chang,Chien-Tsung, Yu,Fang-Ming,
Lin, Shi-Bo, Cheng, Li-Wei, Kuo,Ya Han,
Su, Jing-Sheng, Lin, Su-fen, Chen,Chiu-Lin
Hong,Guan-Wen
NT$10,000,000 - NT$14,999,999 Lin, Wan-Shing, Kuo, Ya-Ping
NT$15,000,000 - NT$29,999,999
NT$30,000,000 - NT$49,999,999
NT$50,000,000 - NT$99,999,999
NT$100,000,000 and above
Total 15 persons 15 persons

31

  • Note 1: The names of president and vice general presidents shall be listed separately (the shareholder name and representative shall be listed separately for corporate directors) and each payment amount shall be disclosed as a summary. If there are directors that concurrently serve as a president and vice general presidents, list in this Table and Tables (1-1) or (1-2) below.

  • Note 2: Lists 2024 salary, allowances and severance pay for the general and vice general managers.

  • Note 3: Lists 2024 president and vice general presidents bonuses, incentives, travel expenses, special expenses, all kinds of allowances, accomodations, substantive objects offered in the form of vehicles and other remuneration). If real estate, cars and other transportation or exclusive personal expenses are offered, the asset category and cost, actual rent or rent calculated at fair market value, fuel expenses and other payments shall be disclosed. If a driver is assigned, attach an explanation of the driver’s related compensation but do not include the compensation into the remuneration

  • Note 4: Fill in the amount of employee remuneration (including stock dividends and cash) distributed by the board of directors in 2025. If it is impossible to estimate, calculate the proposed distribution amount for this year based on the actual distribution amount last year, and separately fill out the attached form 1-3.

  • Note 5: The total of all compensation items from all consolidated entities (including the Company) paid to Company president and vice general presidents shall be disclosed.

  • Note 6: The total of each of the remuneration items paid by the Company to each general and vice general manager shall be disclosed under the corresponding general manager and vice general manager names in the scale.

  • Note 7: The total of each of the remuneration items paid by all consolidated entities (including the Company) to each general and vice general manager shall be disclosed under the corresponding president and vice general presidents’ name is the scale.

  • Note 8: Net Income refers to 2024 net income: Those who have adopted IFRS, net income refer to the net income in individual or separate financial reports for the most recent year.

  • Note 9: a. This column shall clearly list the related remuneration amounts from reinvested companies other than subsidiaries.

  • b. If Company general and vice general managers receive remuneration from reinvested companies other than subsidiaries, the remuneration received by Company directors from reinvested companies other than subsidiaries is included in Remuneration Scale Column E and the column is renamed All Reinvested Entities.

  • c. Remuneration refers to the compensation and remuneration (employee, director and supervisor remuneration), business execution expenses and other related remuneration received by Company general and vice general managers serving as directors, supervisors and managers of reinvested entities other than subsidiaries.

  • There are differences in the income concept in the remuneration information disclosed in this Table and income tax laws so this Table is used for information disclosure and not taxation purposes.

  • Regardless of the position, those positions equivalent to President and Vice President (i.e.: President, CEO and Director) have all been disclosed.

32

(III) Profit Sharing Distributed to Managers (Proposed 2025 Employee Profit Sharing Amounts)

December 31, 2024 Unit: Thousand Shares, NT$ 1,000

% of
Title Name Stock Cash Total
Net Income
Managers Chairman and CEO Lin, Wan-Shing 0 35,800 35,800 1.6749
President Kuo, Ya-Ping
Vice President Lin, Shi-Bo
Vice President Cheng, Li-Wei
Vice President Kuo, Ya-Han
Vice President Su, Jing-Sheng
Vice President Lin, Su-Fen
Vice President Chen,Chiu-Lin
Assistant Vice President Su, Zhe-Ming
Chief Engineer
(AssistantVice President)
Chang, Qi-Zhong
Assistant Vice President/
DeputyCTO
Chiu,Chih-Hung
Deputy CTO Pao,Shih-Yung
Assistant Vice President Chen, Ming
Vice President /
Chief Financial Officer
(CFO)
Hong, Guan -Wen
  • Note 1: Name and title of individuals shall be disclosed but earning distribution shall be disclosed in summarized form.

  • Note 2: Employee remuneration amounts (including stocks and cash) for managers passed by the 2025 Board of Directors meeting. If estimation is not possible, calculate this year’s proposed distribution amounts based on the actual percentages distributed for the previous year. Net Income refers to 2024 net income: Those who have adopted IFRS, net income refers to the net income in individual or separate financial reports for the most recent year.

  • Note 3: The scope of application for managers is determined according to the rules set down in the March 27, 2003 Tai-tsai-cheng-san no. 0920001301 letters. The scope is as follows:

  • (1) President and equivalent level personnel

  • (2) Vice president and equivalent level personnel

  • (3) Assistant vice president and equivalent level personnel

  • (4) Financial department supervisor

  • (5) Accounting department supervisor

  • (6) Other persons handling company management affairs and with signature authority.

  • Note 4: If directors, presidents and vice presidents receive employee compensation (including stocks and cash), the compensation shall be listed in Table 1-2 and additionally in this Table.

  • Note 5: Fill in the information of the employee's remuneration received by the incumbent manager at the end of 2024. For personnel changes, please refer to the general manager, deputy general manager, assistant vice president,

33

supervisor of each department and branch.

(IV) Remuneration by the Company to individual directors shall be disclosed under the following circumstances:

  1. Remuneration to individual directors shall be disclosed if there have been consecutive after-tax losses for the previous three year: None.

  2. Remuneration to individual directors shall be disclosed in the event of insufficient director shareholdings for three consecutive months in the most recent year: None.

  3. If there are directors with an average pledged share ratio of over 50% for any three months in the most recent years, the individual director(s) with the average pledged share ratio exceeeding 50% for each of these months shall be disclosed: None.

  4. If all Directors receive the directors' remuneration of all companies in the financial report accounting for more than 2% of the after tax net profit, and individual directors receive the remuneration of more than NT$15 million: None.

  5. Where the results of the corporate governance evaluation of a listed or OTC company in the most recent year are at the last level, or where the trading method has been changed, the trading has been stopped, or the listed and OTC company has been terminated in the most recent year and up to the date of printing the annual report, or where the approval of the corporate governance evaluation committee indicates that the company should not be evaluated: None.

  6. This restriction shall not apply to full-time employees of a listed or OTC company whose average annual salary for the most recent year is less than NT$500,000: None.

  7. Listed and OTC companies whose net profit after tax increased by more than 10% in the most recent year, but the average annual salary of full-time employees who are not in supervisory positions did not increase compared with the previous year: None.

  8. The after-tax profit and loss of listed companies in the most recent year has declined by 10% and exceeded NT$5 million, and the average remuneration of each director (excluding part-time employee compensation) has increased by 10% and exceeded NT$100,000: None.

  9. (V) Individually compare and explain the analysis of the remuneration paid to Company directors, president and vice presidents as a percentage of net income by the Company and all consolidated entities over the past two years and explain the remuneration payment policy, standard and mix, procedure for setting remuneration and operation performance and future risk correlation.

  10. Analysis of the proportion of remuneration paid to the company’s directors, president and the proposed remuneration for directors, president and vice presidents of the company and the consolidated Entities in FY2024 increased by 6.61% and 18.17% respectively compared to the actual amounts in FY2023. The net profit after tax in FY2024 increased by approximately 24.73% compared to FY2023, so the proportion of total remuneration to net profit after tax decreased slightly.

Unit: %

Title Remuneration as Percentage of Net Income Remuneration as Percentage of Net Income Remuneration as Percentage of Net Income Remuneration as Percentage of Net Income
2023(Note 1) 2024(Note 2)
From TXC From All
Consolidated Entities
From TXC From All
Consolidated Entities
Director 2.99 4.34 2.83 4.11
President
and Vice
President
3.86 5.46 2.94 5.18

Note 1 In 2024, the board of directors approved the distribution of the remuneration amount of directors, general manager, and deputy general manager in 2023. Therefore, the calculation of the proportion of total remuneration to after-tax net income in this column is the actual number. Note 2 In 2025, the board of directors approved the distribution of the remuneration amount for directors, general manager, and deputy general manager in 2024. Therefore, the calculation of the proportion of total remuneration to net income after tax in the information in this column is the proposed number.

34

The remuneration of the Company's directors is determined by the Board of Directors in accordance with Article 19 of the Company's Articles of Association and in accordance with the evaluation indicators in the Company's "Board of Directors and Managers Performance Evaluation Methods". The Board of Directors, Board members, and Functional Committees are evaluated annually. The remuneration of directors is calculated based on the weight of their roles as chairman, convener and member of functional committees, and may be adjusted based on operating performance or director performance evaluation results.

The remuneration of managers in our company includes salary, bonus and employee remuneration. Salary is assessed in accordance with the "Salary Management Regulations", with reference to the industry and market standards, and taking into account items such as job title, job grade, education (experience), professional ability and responsibilities. Bonuses and employee remuneration are highly linked to performance. Managers must set performance goals based on annual strategies. Performance evaluation items are divided into two major categories: (1) Financial indicators: allocated according to the profit contribution of each department to the company, and taking into account the manager's target achievement rate; (2) Non-financial indicators: two major parts such as the practice of the company's core values and operational management capabilities, and participation in sustainable development (ESG). The performance evaluation indicators for sustainable operations include: comprehensive consideration of the achievement of climate change mitigation and adaptation-related goals (ISO 14064 greenhouse gas inventory and assurance for subsidiaries, ISO 14067 carbon footprint verification for products, ISO 50001 verification for energy management systems, etc.), issuance of sustainability reports, etc., accounting for 10% of the overall assessment. The Company will consider the annual operating performance, financial status, and operating conditions, follow the "Bonus Distribution Operation Method" and "Employee Remuneration Distribution Method", and use the performance evaluation results implemented in accordance with the "Performance Evaluation Management Method" as the basis for issuing manager bonuses and employee remuneration. After review by the Remuneration Committee, the results will be submitted to the Board of Directors for approval. The remuneration system will be reviewed from time to time based on the actual operating conditions and relevant laws and regulations to seek a balance between the company's sustainable operation and risk control.

35

III. Implementation of Corporate Governance

(I) Operation of the Board of Directors

In 2024, the Board of Directors had held 7 meetings (A), the attendance of which as as follows:

December 31, 2024

Title Name Actual number
of attendees (B)
Number
of proxy
attendees
Actual rate of
attendance (%) [B/A]
Remarks
Chairman Lin, Wan-Shing 7 0 100
Director Lin, Jin-Bao 6 1 86
Director Kuo, Ya-Ping 7 0 100
Director Chen Chueh,
Shang-Hsin
7 0 100
Director Huang, Hsiang-Lin 7 0 100
Director Hsu, Hsing-Hao 7 0 100
Director TLC Capital Co., LTD
(Peng,Chih-Chiang)
7 0 100
Independent
Director

Yu, Shang-Wu
7 0 100
Independent
Director

Tsai, Song-Qi
6 1 86
Independent
Director

Su, Yan-Syue
7 0 100
Independent
Director

Wang, Chuan -Fen
7 0 100

36

Other items to be recorded:

  1. The date, session, agenda, opinions of all independent directors and the Company’s means of processing the opinions of independent directors shall be specified if one of the following circumstances occurred in the operation of the board of directors:

  2. (1) Matters listed under Article 14-3 of the Securities and Exchange Act: Not applicable, since the Company has established an audit committee; matters listed under Article 14-5 of the Securities and Exchange Act shall be applicable instead.

  3. (2) Other board resolutions recorded and stated in writing with opposing or reserved opinions from independent directors other than those mentioned above: None; there was no opposing or reserved opinions of the period from the independent directors.

  4. Directors' implementation on the avoidance of interest-related motions: (1) Date: 2024/03/11

  5. Agenda: remove of non-competition restrictions for directors.

  6. Directors avoiding conflicts of interest: Director Su, Yan-Syue, Director Wang, Chuan -Fen

  7. Reasons for the avoidance of conflict of interests and participation in voting: According to the provisions of Article 206, Paragraph 2 of the Company Law, Director Su, Yan-Syue, and Director Wang, Chuan -Fen are parties to the proposal. According to the rules of procedure of the board of directors, the parties shall withdraw from participation in discussions and voting.

  8. Resolutions of the Board of Directors: Except for the above-mentioned directors who avoided conflict of interests, the remaining directors have passed the motions without objection.

  9. (2) Date: 2024/06/20

  10. Agenda: Review the 2023 annual payment of employee compensation and directors’ remuneration.

  11. Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Kuo, Ya-Ping

  12. Reasons for the avoidance of conflict of interests and participation in voting: Whereas Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Kuo, Ya-Ping, are the Company’s managers, the parties in question shall avoid conflict of interests by not participating in the discussion and voting pursuant to Item 2, Article 206 of the Company Act. Chairman LIN had appointed Independent Director Yu, Shang-Wu to preside in the discussion and voting on behalf of the Chairman.

  13. Resolutions of the Board of Directors: Except for the above-mentioned directors who avoided conflict of interests, the remaining directors have passed the motions without objection.

(3) Date: 2024/06/20

  • Agenda: Review of salary adjustment proposals for managers

  • Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Kuo, Ya-Ping

  • Reasons for the avoidance of conflict of interests and participation in voting: Whereas Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Kuo, Ya-Ping, are the Company’s managers, the parties in question shall avoid conflict of interests by not participating in the discussion and voting pursuant to Item 2, Article 206 of the Company Act. Chairman LIN had appointed Independent Director Yu, Shang-Wu to preside in the discussion and voting on behalf of the Chairman.

  • Resolutions of the Board of Directors: Except for the above-mentioned directors who avoided conflict of interests, the remaining directors have passed the motions without

37

objection.

(4) Date: 2024/12/23

  • Agenda: 2024 performance bonus amount

  • Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Kuo, Ya-Ping

  • Reasons for the avoidance of conflict of interests and participation in voting: Whereas Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Kuo, Ya-Ping, are the Company’s managers, the parties in question shall avoid conflict of interests by not participating in the discussion and voting pursuant to Item 2, Article 206 of the Company Act. Chairman LIN had appointed Independent Director Yu, Shang-Wu to preside in the discussion and voting on behalf of the Chairman.

  • Resolutions of the Board of Directors: Except for the above-mentioned directors who avoided conflict of interests, the remaining directors have passed the motions without objection.

(5) Date: 2024/12/23

  • Agenda: To approve the donation to TXC_FOUNDATION

  • Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Lin, Jin-Bao

  • Reasons for the avoidance of conflict of interests and participation in voting: Whereas Directors avoiding conflicts of interest: Chairman Lin, Wan-Shing, Director Lin, Jin-Bao are the TXC_FOUNDATION’s directors, the parties in question shall avoid conflict of interests by not participating in the discussion and voting pursuant to Item 2, Article 206 of the Company Act. Chairman LIN had appointed Independent Director Yu, Shang-Wu to preside in the discussion and voting on behalf of the Chairman.

  • Resolutions of the Board of Directors: Except for the above-mentioned directors who avoided conflict of interests, the remaining directors have passed the motions without objection

  • The interval and period of self-assessment (or peer assessment) made by the Board of Directors of the Company, the assessment scope, method, and content, and the implementation:

Interval Period Scope Method Content
Annually January 2024 to
December 2024
Board of Directors,
individual members,
and functional
Committees (inclu.
Remuneration
Committee, Audit
Committee,
Investment Review
Committee)
Board, functional
committee
assessment and
board member
self-assessment

Board of Directors
Performance evaluation content includes: the degree of
participation
in
the
Company's
operations,
the
decision-making quality of the Board of Directors, the
composition and structure of the Board of Directors,
selection and appointment of directors and continuous
education and internal control.

Individual Director of Board of Directors
Performance evaluation content includes: mastery of
company goals and tasks, awareness of directors'
responsibilities, degree of participation in company
operations,
internal
relationship
management
and
communication, directors' professional and continuing
education, internal control, etc.

Functional Committees
The
performance
assessment
of
the
Functional

38

Interval Period Scope Method Content
Committees and its individual members includes five
major aspects: the degree of participation in the
Company's operations, the awareness of duties of
theFunctional Committees, the decision-making quality
of the Functional Committees, the composition and
election of the Functional Committees, and internal
control.

Assessment Results
In 2024, the self-evaluation results of the company's
board of directors and functional committees (including
the salary and remuneration committee, audit committee
and investment review committee) all reached 96 points
or above, and there were no major improvement projects.
They were reported to the board of directors on March
10, 2025. It also serves as a reference for the
performance, remuneration and nomination for renewal
of members of the Board of Directors and functional
committees.
Every three
years
January 2022 to
December 2022
Board of Directors External
professional
institution
Taiwan Institute of Ethical Business, a corporate legal
person, evaluates the effectiveness of the board of
directors through questionnaires and on-site visits on four
major aspects and 24-question indicators including the
professional functions of the board of directors,
decision-making effectiveness, internal control, and
sustainable management in 2022.

Assessment Results
Most of the company's board of directors are elected as
natural persons, and there are four independent directors,
accounting for more than one-third of the board of
directors. They all have different fields of expertise and
can
provide
diversified
opinions
from
different
perspectives. By introducing a business continuity
management (BCM) mechanism, board members can
understand the risks and opportunities of the rated
company, urge the management team to establish relevant
risk response measures, and strengthen the board of
directors' management and supervision of corporate risks.
Establish a sustainability committee and set specific
strategic goals for sustainable development and regularly
report the implementation status to the board of directors.
The company reported the evaluation results to the
directors
on
March
6,
2023.
Based
on
the
recommendations of the Institute, the board of directors
increased communication between board members and

39

Interval Period Scope Method Content
the manager team on daily business, overall planning and
adjustment of the whistleblowing system as a way to
continue to improve the functions of the board of
directors.
  1. The goals of the year and the most recent year on the strengthening of the board of directors’ functions (such as establishing an audit committee, improving information transparency, etc.) and performance evaluation:

  2. (1) The company's board of directors is responsible for guiding the company's strategies, supervising the management and various operations and arrangements of the corporate governance system, being responsible to the company and the shareholders' meeting, and exercising its powers in accordance with the provisions of laws and the company's articles of association or the resolutions of the shareholders' meeting.

  3. (2) The Company’s first Audit and Risk Committee was duly established on June 19, 2013. It is responsible for reviewing the proper presentation of the Company’s financial statements, the selection (dismissal), independence and performance of the Certified Public Accountant, and the effective implementation of the Company’s internal control, the Company’s compliance with relevant laws and regulations and the Company’s control over existing or potential risks. Since the date the Audit and Risk Committee was established, the Audit and Risk Committee has invited Certified Public Accountant and related personnel to attend each meeting and participate in the discussion. The Audit and Risk Committee has convened 7 meetings in 2024. For details, please refer to the operation status of the audit committee in the annual report or the "Functional Committees" section of the company's website.

  4. (3) The Company’s first Remuneration Committee was established on December 28, 2011 to be responsible for formulating and periodically reviewing the performance assessment and remuneration policies, system, standards and structure for the directors and managers, regularly evaluating and setting the remuneration of the directors and managers, as well as completing annual assessment before the first quarter of the following year pursuant to the Company’s “Performance Assessment Method for the Directors and Managers”. There were 3 meetings in 2024, for details, please refer to the annual report on the operation of the salary and remuneration committee or the company's website.

  5. (4) In order to strengthen the quality of the company's investment decision-making, implement investment review procedures and performance management, and conduct research, review and recommendations on the company's long-term investment strategic planning and major investment decisions, the investment review committee was established by resolution of the board of directors on May 7, 2020. Currently the second investment review committee, was nominated by the chairman of four independent directors, Yu, Shang-Wu, Tsai, Song-Qi, Su, Yan-Syue and Wang, Chuan-Fen, and three directors, Lin, Jin-Bao, Hsu, Hsing-Hao and Peng, Chih-Chiang of TLC Capital Co., LTD, as members of the committee. The directors who attended the meeting passed the proposal to elect independent director Su, Yan-Syue as the convener without objection. In 2024, 1 meetings were held to review the operation status of the company's reinvestment business and financial investment planning. For details, please refer to the annual report on the operation of investment review committee or the "Functional Committees" section of the company's website.

40

(II) Operation of the Audit and Risk Committee

  1. Operations of the Audit Committee

  2. The first Audit Committee of the Company was formally established on June 19, 2013, consisting of three independent directors, and elected independent director Yu Shangwu as convener. In order to strengthen corporate governance, an independent director seat was added during the shareholders' meeting re-election since 2016, and it was composed of four independent directors. On November 4, 2024, the Audit Committee and the Board of Directors passed a resolution to strengthen the Board of Directors' supervision of the Company's risk matters, and include the review of risk management policies, procedures and structures and the supervision of risk management implementation in the "Audit Committee" powers and responsibilities, and renamed it "Audit and Risk Committee". Meetings are held at least once a quarter. The committee is responsible for reviewing the appropriate presentation of the company's financial statements, the selection (dismissal) and independence and performance of certified public accountants, the effective implementation of the company's internal control, the company's compliance with relevant laws and regulations, and the control of the company's existing or potential risks. Its main duties and responsibilities are as follows:

  3. (1) To establish or modify the internal control system as prescribed in Article 14 of the Securities and Exchange Act;

  4. (2) To evaluate the effectiveness of the internal control system;

  5. (3) To establish or modify the procedures for material financial business behaviors such as acquiring or disposing assets, engaging in derivative commodity transactions, lending capital to others, endorsing or providing guarantees for others as prescribed in Article 36-1 of the Securities and Exchange Act;

  6. (4) Matters concerning the directors’ personal interests;

  7. (5) Material assets or derivative commodities transactions;

  8. (6) Material capital lending, endorsement or provision of guarantees;

  9. (7) Offering, issuance or private placement of equity securities;

  10. (8) Appointment, dismissal or remuneration of Certified Public Accountant;

  11. (9) Appointment or dismissal of chief financial officer, chief accounting officer or chief audit executive;

  12. (10) Annual financial statements and semi-annual financial statements

  13. (11) Review risk management policies, procedures and structures and monitor the implementation of risk management

  14. (12) Other matters required by the Company or the competent authority.

In 2024, the Audit Committee had held 7 meetings (A), the attendance of which as as follows:

Position Name Attendence in
Person (B)
By Proxy Attendence Rate in
Person (%) (B/A)
Note
Independent
Director
Yu, Shang-Wu 7 0 100
Independent
Director
Tsai, Song-Qi 6 1 86
Independent
Director
Su, Yan-Syue 7 0 100
Independent
Director
Wang, Chuan -Fen 7 0 100

41

Other items to be recorded:

  1. The date, session, agenda, resolution of the Audit Committee and the Company’s means of processing the opinions of the Audit Committee shall be specified if one of the following circumstances occurred in the operation of the Audit Committee:

  2. (1) Matters listed under Article 14-5 of the Securities and Exchange Act:

Meeting date
(session)
Agenda Resolutions
and opinion of
all
2024/03/11
(9thmeeting of the
fourth session)
1. Undertaking of Derivative Financial Commodities
2. 2023 Business Report and Financial Statements
3. 2023 Earnings Distribution
4. 2023 Annual Accountant Independence and Performance
Evaluation Review Case
5. Internal Audit Report
6. Accountants' internal control assessment opinions, the
company's annual self-assessment report on the
effectiveness of the internal control system and the
statement of the internal control system
7. Approved to entrust Deloitte Taiwan to conduct the
lighthouse factorymaturityassessment case
Approved by
all
independent
director;
it was sent to
the board of
directors for
resolution
without any
approval by
the audit
committee
and more than
two-thirds of
all director
2024/04/15
(10thmeeting of
the fourth session)
1. To handle cash capital increase and issuance of common
shares through private placement.
2024/05/06
(11thmeeting of
the fourth session)
1. Undertaking of bank credit extensions and derivative
financial commodities
2. Q1 / 2024 financial statements
3. TXC (NGB) Capacity Expansion
4. Internal Audit Reprot
2024/06/20
(12thmeeting of
the fourth session)
1. The price setting and other related matters for the
company’s first private placement of common shares in
2024
2. TXC Corporation information software and hardware
capacityexpansion
2024/08/05
(13thmeeting of
the fourth session)
1. Internal audit Report
2. Undertaking of bank credit extensions and derivative
financial commodities
3. Q2/ 2024 financial statements
4. TXC’s capital expansion
5. TXC’s subsidiary TETC CORP. NINGBO construction
progress and capacity expansion
2024/11/04
(14thmeeting of
the fourth session)
1. Internal audit report
2. Undertaking of bank credit extensions and derivative
financial commodities
3. The change of the company’s certified accountant and
accountant’s independence assessment case
4. Q3 / 2024 financial statements
5. Apprived the company’s “Audit Committee” was renamed
as “Audit and Risk Committee” and the “Audit and Risk
CommitteeOrganizational Rules” were revised

42

2024/12/23
(15thmeeting of
the fourth session)
1. To approve the donation to TXC_FOUNDATION
2. 2025 annual review on the accountant fees
3. TXC’s subsidiary TETC CORP. NINGBO’s capacity
expansion plan
4. 2025 annual business plan and annual budget
5. Internal audit report
6. To approve the establishment of the "Internal Control
System - Sustainable Information Management" proposal
7. To revise the “Internal Control Self-Assessment Operating
Procedures”
8. 2025 annual audit plan
9. The appointment of the company's "Internal Audit
Supervisor"
10. The company's operational risk management policy and
implementationprocedures
  • (2) Except for the foregoing, other matters that were not approved by the Audit Committee but were approved by more than two-thirds of all directors: None.

  • Implementation of the independent directors’ avoidance of motion with conflict of interests (please specify the independent director’s name, content of the motion, reasons for the avoidance of conflict of interests, and participation in voting): None.

  • Communication between the independent directors and chief audit executive and accountant (include major topics, methods and results relating to the Company’s financial and business status that shall be communicated):

  • (1) There are channels of direct contact between the independent directors and chief audit executive and the Certified Public Accountant and the communication condition is good;

  • (2) The Company convenes the Audit and Risk Committee meeting on regular basis, which will invite accountant, chief auditing executive to attend and invite related supervisors to attend if necessary.

  • (3) The chief audit executive submits aggregated auditing report to the Audit and Risk Committee on monthly basis according to the annual audit plan.

  • (4) Evaluate the performance and independence of the accountant annually and submit to the Audit and Risk Committee for review. The 2024 annual evaluation on the accountant’s performance and independence was approved by the Audit and Risk Committee on March 10, 2025 and submitted to the Board of Directors. Please visit the Company’s website for the assessment results.

  • (5) Main communication matters in 2024:

  • a. An excerpt of the communication between the independent directors and the accountants is as follows:

Date Independent
Director
Accountant Communication
Focus
Communicate
Results
2024/03/11
(audit
committee)
Yu, Shang-Wu
Tsai, Song-Qi
Su, Yan-Syue
Wang, Chuan -Fen
Hsieh,
Ming-Chung
2023 annual audit
conclusion and
regulatory update
report
After review by
the Audit
Committee, all
independent
directors have no
objections.
2024/11/04
(individual
meeting)
Yu, Shang-Wu
Su, Yan-Syue
Wang, Chuan -Fen
Hsieh,
Ming-Chung
Peng, Yi-Hua
2024 Key Audit
Matters and
Regulations Update
Report

43

b. An excerpt of the communication between the independent directors and the Audit supervisoris as follows:

Date Independent
Director
Audit
Supervisor
Communication
Focus
Communicate
Results
2024/11/04
(individual
meeting)
Yu, Shang-Wu
Su, Yan-Syue
Wang, Chuan -Fen
Chin,Yun-Hsi Discuss the direction
of formulating the
"Sustainable
Information
Management Internal
Control System
Operation
Guidelines"
Based on the
results of the
meeting, the
independent
directors agreed to
formulate the
"Sustainable
Information
Management
Internal Control
System Operating
Procedures" and
propose it to the
next board
meeting.
Audit Supervisor:
Perform work
according to the
directors’
suggestions.
  1. Annual key functions and operations:

  2. (1) Annual Key functions

    • a. Communicate results of audit report with the head of internal audit regularly according to the annual audit plan.

    • b. Communicate with CPA regularly over financial statement review or audit results in each quarter.

    • c. Review financial reports.

    • d. Asessment of the effectiveness of internal control system.

    • e. Review the hiring, dismissal, compensation and service matters concerning CPAs in advance.

    • f. Evaluate the independence of the CPA who provide audit and non-audit services. g. Review the Company's operational procedures and material transactions of assets, derivatives, capital lending and endorsement/guarantees.

    • h. Review risk management policies, procedures and structures and monitor the implementation of risk management

    • i. Legal compliance.

  3. (2) 2024 operations: Proposals of the Audit Committee meetings have all been reviewed or approved by members of the Audit Committee with no dissent from any of the Independent Directors.

(III) Composition, duties, and operations of the Remuneration Committee

  1. The company's board of directors set up the first Salary and Remuneration Committee and its organizational rules on December 28, 2011 in accordance with the regulations of the competent

44

authority. From the third term, the Board of Directors decided to appoint four independent directors. The fifth Remuneration Committee was composed of independent directors. Director Yu, Shang-wu was re-elected as convener and chairman of the meeting.

2. Information on the members of the Remuneration Committee

Number of Other Public
Professional
Position
Independence
Companies Concurrently Serving
Name\ Criteria qualifications and
(Note 1)
situation
as Member of Compensation
experience
Committee
Independent director Yu,Shang-Wu Please refer to the "Directors'
Professional Qualifications and
Information Disclosure of Independent
Directors' Independence" table
2
Independent director Tsai,Song-Qi 0
Independent director Su,Yan-Syue 3
Independent director Wang,Chuan -Fen 2

3. Remuneration Committee Operation Status

(1) The company’s remuneration committee has 4 members.

(2) The current term of remuneration committee members is: May 31, 2022 to May 30, 2025. The Committee had held 3 meetings (A) in 2024. The member qualifications and attendance status is as follows:

Position Name Attendence
in Person(B)
By Proxy Attendence Rate in
Person(%) (B/A)
Note
Independent director
(Convenor)
Yu, Shang-Wu 3 0 100%
Independent director Tsai, Song-Qi 3 0 100%
Independent director Su, Yan-Syue 3 0 100%
Independent director Wang, Chuan-Fen 3 0 100%

Other mentionable items:

(1) If the Board of Directors declines to adopt or modifies a recommendation of the remuneration committee, the date of the board of directors meeting, term, content of motions, board resolution results and company handling of remuneration committee opinions (if the resolution passed by the board of directors exceeds the recommendations of the remuneration committee, the circumstances and cause of the difference shall be specifically stated): No such circumstances.

(2) If any committee member has an objection or qualified opinion together with a record or written statement regarding a remuneration committee resolution, the remuneration committee date, term, content of motions, all member opinions and how member opinions were handled: No such circumstances.

(3) The discussion of the remuneration committee and the handling of the company's opinions:

Meeting date
(session)
Agenda Resolutions and opinion of
all members
2024/03/11
(5thmeeting of the
fifth session)
1. Performance appraisal of board of directors (including
functional committees) and managers in 2023
2. 2023 annual employee compensation and report on the
distribution of directors' compensation
The Remuneration
Committee Chairman
consulted with all the
present members and
approved them without
objection, and then sent
them to the Board of
Directors for approval.
2024/06/20
(6thmeeting of the
fifth session)
1. Review of 2023 employee compensation and directors'
compensation
2. Review of salary adjustment proposals for managers

45

  1. 2024 performance bonus payment amount

2024/12/23 2. 2025 annual employee compensation and directors'

(7[th] meeting of the compensation ratio

fifth session) 3. Review the appointment of senior managers

  1. Remuneration Committee duties

In accordance with the charter of the company’s remuneration committee, the remuneration committee has the following duties and its recommendations are submitted to the board of directors for discussion:

  • (1) Regular review on the charter and submission of amendment recommendations.

  • (2) Determine and regular review the policies, system, standards and structure for company director and officer performance evaluations and remuneration.

  • (3) Regularly evaluate the remuneration of company directors and officers.

The following principles must be followed before performance of the above remuneration committee duties:

  • (1) Ensure the company’s remuneration arrangements conform to related laws and are sufficient to attract talent.

  • (2) Performance assessments and compensation levels of directors, supervisors and executive officers shall take into account the general pay levels in the industy, the time spent by the individual and their responsibilities, the extent of goal achiecement, their performance in other positions and the compensation paid to employees holding equivalent positions in recent years. The evaluation should also cover the reasonableness of the correlation between the individual’s performance and the company’s operational performance and future risk exposure, with respect to the achievement of short and long-term business goals and the financial position of the company.

  • (3) There shall be no incentive for directors or executive officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the company.

  • (4) The percentage of the bonus to be distributed based on short-term performance and the time for payment of any variable compensation for directors and executive officers shall be determined based on industry characteristics and company business attributes.

  • (5) A committee member may not enter into discussions or voting when the committee is deciding on that member’s individual remuneration.

  • (6) The decision making and handling of director and officer remuneration matters for subsidiaries is delegated to the subsidiary but requires the ratification of the company’s board of directors. The company’s remuneration committee is aksed to submit recommendation before the matter is submitted to the board of directors for discussion.

Refer to the company website for more detailed information on the company’s remuneration committee charter.

(IV) Composition, duties, and operations of the Investment Review Committee

  1. In order to strengthen the quality of the company's investment decisions, implement investment review procedures and performance management, and conduct research, review and

46

recommendations on the company's long-term investment strategic planning and major investment decisions, the company established the Investment Review Committee through a resolution of the board of directors on May 7, 2020. The committee shall review the operating conditions and financial investment plans of the company's reinvested businesses respectively.

  1. Information on the members of the Investment Review Committee

  2. (1) There are 7 members in the Company’s Investment Review Committee.

  3. (2) The term of the current Investment Review Committee is from May 31, 2022to May 30, 2025.

In 2024, the Investment Review Committee had held 1 meetings (A), the attendance of which as follows:

Position Name Attendence in
Person (B)
By Proxy Attendence Rate in
Person (%) (B/A)
Note
Independent
Director
(Convenor)
Su, Yan-Syue 1 0 100
Independent
Director
Yu, Shang-Wu 1 0 100
Independent
Director
Tsai, Song-Qi 0 1 0
Independent
Director
Wang, Chuan -Fen 1 0 100
Director Lin, Jin-Bao 1 0 100
Director Hsu, Hsing-Hao 1 0 100
Juristic-person
director
representative
Peng,Chih-Chiang 1 0 100

3. Important resolutions of the Investment Review Committee

Meeting date
(session)
Agenda Resolutions and opinion of all
2024/11/04
(4thmeeting of the
second session)
1. The operating status of the company and its
subsidiaries’ reinvested businesses
The Investment Review
Committee Chairman consulted
with all the present members
and approved them without
objection, and then sent them to
the Board of Directors for
approval.

4. Investment Review Committee duties

  • (1) Review the company and its subsidiaries’ external strategic investments, mergers and acquisitions (including mergers, acquisitions and divisions, etc.), and joint venture investment projects with others, and submit recommendations to the board of directors for discussion.

  • (2) Review the company's and its subsidiaries' investments in new businesses, mergers and

47

acquisitions (including mergers, acquisitions, divisions, etc.), and joint venture investment projects with others, and submit recommendations to the board of directors for discussion.

  • (3) Review the implementation status of existing investment projects every year.

  • (4) Execute relevant affairs in accordance with the resolutions of the board of directors, and report the execution results and other related matters to the board of directors.

  • (5) The company may purchase real estate not for business use and its right-of-use assets or securities in accordance with the provisions of Article 6, Paragraph 5 of the Procedure for Acquiring or Disposing of Assets, if the individual investment amount does not exceed NT$50,000,000. If the accumulated balance does not exceed NT$80,000,000 the convener of the Association shall be notified in advance and shall be reported to the Association afterwards.

Refer to the company website for more detailed information on the company’s Investment Review Committee charter.

48

(V) Corporate governance and variations with management principles of publicly-listed companies and reasons

Discrepancy with
Operation Status
best-practice principles
Assessment Items
Yes No Summary of TWSE/GTSM listed
companies
1. Comply with General Guideline of public-listed
companies
and
disclose
company’s
practical
guideline in corporate governance?


Yes
The company has formulated the Practical Guideline for Corporate Governance, and set up
effective regulations governing corporate governance framework, protection of the rights
and benefits of shareholders, strengthening the function of the board of directors, bringing
up the function of the Auditing Committee, showing respect for the rights and benefits of the
stakeholder, and enhancing the transparency of information. The Code of Corporate
Governance Practice can be found on the company's website.





Comply with
best-practice
principles, no
discrepancy
2. Company shareholding Structure and shareholders’ rights
1)Has the Company formulated internal operating
procedures for handling proposals, doubts,
disputes and litigation of shareholders and
follow procedures for implementation.



Yes
The company has a "Corporate Governance Code of Practice" and also has spokespersons,
acting spokespersons, investment relations, etc., and the contact information is disclosed on
the company's website. Shareholders can express their opinions by phone or email, and the
company will follow Relevant work program processing.



Comply with
best-practice
principles, no
discrepancy
2)Has the Company the list of the major
shareholders with de fact control of the
Company and the final controllers of the major
shareholders?



Yes
In accordance with Article 25 of the Securities Trading Act, requires monthly posting of
changes in shareholding of the internal staff including directors, managers and shareholders
with over 10% equities, on the open information observation website specified by the
Securities and Futures Bureau.



Comply with
best-practice
principles, no
discrepancy
3Has the Company set up a firewall mechanism for
executing risk control of affiliated enterprises?

Yes
Aside from formulation of various risk control mechanisms, the Company also has
formulated relevant operation methods for the operation, business and finance with the
affiliated enterprises. For instance, in the subsidiary operation method TXC has formulated
decision making and approval for the subsidiaries, the management of trading by the
associates, specific companies, associates and group trading operation procedures, aside
from counseling internal control for the subsidiaries in writing. Moreover, similar to that of
the parent company, the acquisition or disposal of assets handling procedures, endorsement
method, operation method for loaning to other persons, handling procedures for trading of
derivative financial commodities so as to implement the risk control mechanism for
subsidiaries. Subsidiaries have already formulated respective risk control mechanisms, and
set up risk control mechanisms and firewalls with the affiliated enterprises according to the
relevant operating methods of the Company.











Comply with
best-practice
principles, no
discrepancy

49

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
4Has the Company formulated internal regulations
prohibiting internal staff utilizing information not
yet open to the market for trading of securities?


Yes
The Company formulated the Operating Procedure for Prevention of Insider Trading and
‘’Regulations on whistle-blowing of illegal and unethical or dishonest conduct’’ to prohibit
the internal staff utilizing information not yet open to the market for trading securities.
The company conducts educational advocacy on the prevention of insider transaction
management operation procedures and related laws and regulations for current directors,
managers and employees at least once a year. The human resources unit will give education
and announcement during pre-employment training.
The relevant directors, managers and employees have been educated on July 3, August 5,
and August 12, 2024. The content of the course includes laws related to the prevention of
insider trading, maintenance of business secrets, etc., and the briefing of the course is placed
on internal staff The education and training system provides reference for those who are not
present on the day.
In addition, the board of directors approved the revision of the "Corporate Governance Code
of Practice" on August 8, 2022, requiring company insiders to prohibit insider trading of
stocks before the release of relevant financial results, and publicized it by e-mail to remind
directors and managers not to trade its stocks during the closed period before the financial
report announcement; the closed period will be calculated on January 5, 2024 based on the
pre-scheduled board of directors date in 2024, and the directors and managers will be
informed in advance by e-mail, and will be notified before each closed period. The total of 4
formal notifications were issued in 2024(January31,April 15,July16,and October 9).
















Comply with
best-practice
principles, no
discrepancy
3.
Members and duties of board of directors
1)Has the Board of Directors drafted policies for a
diversified board framework?

Yes
Please refer to the company's board of directors’ diversity policy for details in the annual
report: II. Documents of directors, president, vice presidents, associate vice presidents, and
managers of each departments and divisions.


Comply with
best-practice
principles, no
discrepancy
2Aside from setting up the Remuneration
Committee
and
the
Auding
Committee
according to the law, is it willing to set up other
function committees?



Yes
1. Audit and Risk Committee
2024.11.04 The Audit Committee and the Board of Directors passed a resolution to
strengthen the Board of Directors' supervision of the Company's risk matters, to include the
review of risk management policies, procedures and structures, and the supervision of risk
management implementation in the responsibilities of the "Audit Committee" and renamed it
the "Audit and Risk Committee".




Comply with
best-practice
principles, no
discrepancy

50

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
2. Investment Review Committee
In addition to establishing a Remuneration Committee and an Audit Committee in
accordance with the law, the Company also established an Investment Review Committee by
resolution of the Board of Directors in May 2020 to strengthen the quality of the Company's
investment decisions, implement investment review procedures and performance
management, and conduct research, review and make recommendations on the Company's
long-term investment strategy planning and major investment decisions.
For details on the operation of the committees, please refer to the data pages of Annual
Report IV. Operation of Corporate Governance (II) Operation of Audit and Risk Committee
and(IV)Operation of Investment Review Committee.






3Has the company formulate the performance
evaluation methods for the Board of Directors,
conduct performance evaluations annually and
regularly, and report the results of the
performance evaluations to the Board of
Directors, and use them as a reference for
individual
directors'
remuneration
and
nomination and renewal?







Yes
The Company has formulated the Directors and General Manager Performance Assessment
Method. The performance of the board of directors is regularly evaluated (at least once per
year), and regularly carry out performance assessment of the board every year and forward
to the Remuneration Committee and the Board of Directors for discussion. Director
performance evaluations are performed externally at least once every three years.
The company records the evaluation results based on the scoring standards for performance
evaluation indicators and submits them to the board of directors, and uses them as a
reference for individual directors' salary and remuneration and nomination and renewal.
Please refer to the annual report for details of the evaluation results. IV. Corporate
Governance Operations(1)Board of Directors Operations Information Page.








Comply with
best-practice
principles, no
discrepancy
(4) Has the Company regularly assessed
the
independence of the certified accountant?

Yes
In order to strengthen the independence of the CPA and his /her familiarity with company
business, an evaluation of CPA independence, competency and performance is performed by
the company each year and an assessment is done based on the CPA Evaluation and
Performance Assessment Procedure. The results are submitted to the Audit Committee and
board of directors for discussion.
Its evaluation items (1) refer to the audit quality index (AQI) information and independence
statement provided by the accountants, and evaluate the five major dimensions of
professionalism, independence, quality control, supervision, and innovation capabilities;
among them, the specific indicators of independence are: accountants have no direct or
significant indirect financial interest relationship with the company, accountants and all
members of the audit service team are not allowed to hold shares in the company,
accountants are not allowed to have money loans with the company and have no improper
interest relationship After evaluation, the relevant indicators all meet the company's
independence evaluation standards. (2) Performance Indicator Items: financial report
completion date, interaction between accountants and the company, whether accountants
have madepositive suggestions on companysystems and internal control inspections,etc.













Comply with
best-practice
principles, no
discrepancy

51

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
The company's 2024 accountant performance evaluation has been completed, and the
evaluation result is 88 points. It has reached the assessment method standard of more than 80
points and will be renewed. It was reviewed and approved by the Audit and Risk Committee
on March 10, 2025 and the Board of Directors on March 10, 2025 to implement corporate
governance and improve the Board of Director.
If a situation occurs in which the CPA needs to be replaced, the chairman and general
manager shall understand the reason for replacement and hold an interview for the
replacement CPA. A profile of the CPA and other related information is submitted to the
Review Committee for review and then it is passed to the Board of Directors for discussion.
Afterward,the CPA maybe invited to board of director meetings if necessary.







4. Have public listed companies established
dedicated (ad-hoc) corporate governance units or
personnel responsible for corporate governance matters
(including but not limitd to providing information
needed by directors and supervisors to perform their
duties, handle matters related to the board of directors
meeting and shareholders’ meeting, handle company
registration and registration of related changes,
preparation of the board of directors and shareholders
meeting minutes)?









Yes
The company has set up a corporate governance work team. The General Manager was
appointed to serve as convenor, on the board of March 22, 2019, the new company secretary
was appointed at the Chief Financial Officer Ms. Hong, Guan -Wen (extension: 3230) as the
head of corporate governance, who is responsible for the supervision and planning of
corporate governance. Her qualifications meet the requirements of more than three years of
experience in the management of the company's finance, stock affairs or deliberationsin
according to the Taipei Exchange Directions for Compliance Requirements for the
Appointment and Exercise of Powers of the Boards of Directors of TWSE/TPEx Listed
Companies. The head of corporate governance’s duties include: provide directors and Audit
Committee with the information required for the implementation and the latest regulations
pertaining to the Company's operations, assist directors and Audit Committee in complying
with laws and regulations, report regularly to the Corporate Governance Committee and the
Board of Directors on corporate governance operations, handle affairs relating to the board
and shareholder meetings in accordance with the law, produce the minutes of the Board of
Directors and shareholders' meetings, assist directors and members of Audit Committee in
their appointments and continuing education, etc., all are performed by the Board’s secretary
unit.
The implementation of the corporate governance in the year of 2024 are as follows:
1. 7 board meetings, 7 Audit and Risk Committees, 3 Remuneration Committees, and 1
Investment Review Committee were held.
2. Hold annual shareholders' meeting
3. Board members complete at least 6 credits of refresher courses
4. Insured liabilityinsurance for directors and keystaff and reported to the board of


















Comply with
best-practice
principles, no
discrepancy

52

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
directors
5. Conduct


Date Organizer Course Hours
2024/08/05 Taiwan Corporate
Governance
Association
Sustainability trends that directors
must be aware of and review of
sustainabilityreports
3
2024/08/07 SECURITIES &
FUTURES
INSTITUTE
Promoting sustainable development
of enterprises through risk
management-
Risk Management Practice
Guidelines for Listed and OTC
Companies
3
2024/08/12 Taiwan Corporate
Governance
Association
TCFD & SBTi Development and
Directors’ Responsibilities
3
2024/09/23 TAIWAN ACADEMY
OF BANKING AND
FINANCE
Corporate Governance Forum 3
5. Any communication channel between the Company
and the stakeholders? Any special zone on the website
for the stakeholders for properly responding to the
topic of corporate social responsibility where the
stakeholders are concerned?




Yes
The company has established a stakeholder communication area, spokesperson system,
website and other channels to provide the latest news and corresponding windows for each
stakeholder, and respond to issues of concern to stakeholders in a timely manner. In addition,
in the stakeholder communication area, if the company's stakeholders have relevant
suggestions, doubts or complaints, they can also use the mailbox provided in this area to
contact the dedicated window of the audit division. For details,see the companywebsite.





Comply with
best-practice
principles, no
discrepancy
6. Any assigned professional stock affairs handling Yes The company has appointed Yuanta Securities to serve as the company’s stock affairs agent
Comply with

53

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
agency for shareholders’ affairs? and assist the company in handling matters related to the shareholders’ meeting. best-practice
principles, no
discrepancy
7. Information Disclosure
(1)
Has the company set up website for disclosing
finance, business and corporate governance?

Yes
The company and its subsidiaries have actually set up a website to provide financial,
business, corporate governance and other information in Chinese and English, and have
dedicated personnel responsible for maintaining and updating the information. Please see the
company website for details.



Comply with
best-practice
principles, no
discrepancy
(2)
Are there other ways of information
disclosure (such as English website, assign
dedicated person for collection and disclosure
of company information? Any spokesman
system for implementation? Full process of
briefing by the legal person posted on the
companywebsite)?






Yes
In addition to its Chinese language website, the company also provides English and Japanese
languages websites. A dedicated person is responsible for collecting information and
disclosure of major company information. External communication is handled by a
spokesperson. Audio and video files of the company’s institutional investor conferences are
posted on the company’s information disclosure website for general reference. Relevant
information is posted on the Market Observation Post System designated by the competent
authorities.






Comply with
best-practice
principles, no
discrepancy
(3)
Has the company announce and report the
annual financial report within two months
after the end of the fiscal year, and announce
and file the first, second and third quarter
financial reports and operating conditions of
each month as early as possible before the
prescribed deadline?






Yes
Although the company's 2023 annual consolidated and individual financial reports were not
announced and reported within two months after the end of the fiscal year, they were all
completed in accordance with the regulations before the deadline.
The financial reports for the first to third quarters of 2024 and the monthly revenue situation
are also announced and declared at the MOPS before the stipulated deadline, and the
company voluntarily announces and declares the monthly self-financing profit and loss
status,and simultaneouslyuploads relevant information to the companywebsite.





Comply with
best-practice
principles, no
discrepancy
8. Are there other important information for helping
understand the operation of corporate governance
(including but not limited to employee rights and
benefits, employee care, investor relations, supplier
relations, the rights and benefits of the stakeholders,
further studies for directors and supervisors, risk
control policy, and execution of risk assessment
standard, client policy implementation, purchase of
liability risk for directors and supervisors, others)?








Yes
1. Employee rights: Employee rights are handled by the company in accordance with the
Labor Standards Act in the company’s annual report for information regarding other
employee welfare measures, the pension system, continuing education and other related
employee rights. The employee rights at our subsidiaries are handled in accordance with
their respective national laws and regulations
2. Employee concern: In addition to setting up medical offices at the company and its
subsidiaries that are staffed with professional medical care providers, a labor safety & health
committee has been established for safety and health procedures for specialist personnel and
personnel assistance projects including psychology, medical and health. A wide range of
channels have been provided for personnel to express their opinions to create excellent
two-way communication channels
3. Supplier relations and stakeholder rights are handled in accordance with the companyand










Comply with
best-practice
principles, no
discrepancy

54

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
subsidiary work procedures and the contracts with cooperating companies to maintain the
legal rights of both parties. No related lawsuits have been brought as of today.
4. Investor relations: The company and its subsidiaries are very concerned about investor
rights. In addition to posting related information in a timely fashion on the Market
Observation Post System and the company website, the company has been awarded an A+
information disclosure assessment rating for the fourth straight year, named a transparent
voluntary information disclosure company for eight straight years and received an A++
rating for four straight years, ranked within the top 20% of public listed companies in the 1st
corporate governance assessment and within the top 5% of listed companies in the 2nd
~4th assessments. The 5-10thwas ranked the top 6-20% of the listed company.
5. Stakeholder rights: In holding the beliefs of integrity and honesty, the company is
committed to building long-term relationships with stakeholders based on transparency and
sincerity. Related information please refer to the company’s annual report and website for
information regarding stakeholder communication.
6. The company’s directors attend financial, business and professional knowledge continuing
education courses on an irregular basis. Refer to the director and supervisor education and
training table in the company’s annual report.
7. Implemention of the company’s risk management policy and risk measurement standard:
In the company’s annual report for information regarding the risk management policy,
organization structure and related risk control work of the company and its subsidiaries. In
addition, the company and its subsidiaries analyze, track and respond to possible high risk
events caused by operation targets to establish a sound risk management system.
8. Protecting consumers or customer policy implementation: Our ‘customer first, mission
focused’ philosophy demonstrates our determination and commitment to our customers, our
dedication to quality and hard work to earn customer approval over the years. The company
has been given best supplier awards from a number of companies as a form of
encouragement.
9. The company purchases liability insurance for directors and managers every year. Since
August 2021, the insurance amount has been increased from US$5 million to US$10 million.
When the contract expires, the renewal period, insurance amount, coverage and premium
rate of director and supervisor liability insurance will be reported to the board of directors,
and the minutes of the board meeting will be submitted to the board of directors. See the
company website for details. The board of directors and board meeting minutes are detailed
on the companywebsite.


























55

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
9. Succession Plan and Operations of Members of the
Board of Directors and Key Managerial Officers

Yes
The composition of the Company's Board of Directors takes into account its own operations,
operating patterns and development needs to formulate appropriate diversification policies.
In order to respond to future strategic development and transformation plans, the Company
considers the professional knowledge, skills and experience required by the Company's
directors, regularly reviews the number of directors and the qualifications they should meet,
and plans the succession plan and candidates for directors. New management team members
were added during the last two shareholders' meetings to make the directors younger and
familiarize themselves with the operation of the Board of Directors in advance to assist in
the company's strategic planning.
The associate level and above colleagues of the company are important management level.
In addition to having professional functions and leadership, their values must be consistent
with the company's corporate culture and business philosophy. They must identify with the
company's mission and vision and be jointly responsible for the company's operations and
development. They must also have forward-looking planning, business management skills
and thinking, and perfect execution capabilities.
Each management level has a position agent. In order to cultivate important management
and their position agents, in addition to improving professional and management functions
through education and training courses, we also cultivate talents through job rotation,
one-on-one experience transfer and guidance, implementation of the agent system, and
participation in senior management meetings. The company's associate level (inclusive) and
above colleagues are important management layers. In addition to having professional
functions and leadership, their values must be consistent with the company's corporate
culture and business philosophy, must identify with the company's mission and vision and be
jointly responsible for the company's operations and development, and must have
forward-looking planning, business management capabilities and thinking, and have perfect
execution capabilities.
The company attaches great importance to succession planning and actively cultivates senior
managers. In 2024, it will assign senior executives to participate in the two-year "MISA
Third Academician Class" to learn corporate management wisdom and promote resource
integration and network expansion. In 2024, 24 professional courses in artificial intelligence
will be offered, totaling 66 hours, and a total of 110 people will obtain completion
certificates. In line with technological trends, we will cultivate internal AI talents, improve
overall operational efficiency and market advantages, and strengthen competitiveness; and
offer management courses such as New Manager Orientation,BuildingResponsible Teams,






























Comply with
best-practice
principles, no
discrepancy

56

Assessment items Discrepancy with
Operation status (Note1)
best-practice principles
Yes No Summary of TWSE/GTSM listed
companies
Financial Statement Interpretation, Crisis and Risk Management, etc., to cultivate
supervisory management thinking and strengthen leadership management capabilities; on the
other hand, the Group CEO and General Manager regularly communicate with management
at monthly management meetings. In addition to management reports, reviewing important
operational issues, sharing health concepts and strategic management books, they also
convey business philosophy and operational development, improve operational management
capabilities and thinking, and strengthen the future management team in a planned manner
to respond to the company's continued growth and alignment with the strategic layout of
sustainable operations. The Company will also arrange for key management personnel to
serve as members of the board of directors of the Company or its investees so that they can
become familiar with the operation of the board of directors and participate in the
formulation of the long-term strategic direction and vision of the Companyor its investees.










10. Please provide information on the status of
improvement regarding the results of corporate
governance evaluation published by the TWSE
Corporate Governance Center in the most recent
year. For improvements not yet implemented, state
the areas and policies the Company has set as
priority for improvement






Yes
The company has obtained the top 20% of the companies in first corporate governance
evaluation, the top 5% of the listed companies from 2ndto 4thevaluations, and the top 6 to
20% of the listed companies from the 5thto 10thevaluation. The efforts in implementing
corporate governance have been recognized. The unscored items are explained as follows:
1. The Company’s Board of Directors currently consists of 11 directors, of which 2 are
female independent directors (one of whom is a current lawyer), which implements the
gender equality policy and meets the requirements of diverse backgrounds and suitability.
However, no single gender accounts for more than one-third of the board seats. It is planned
to increase the number of female directors in the 2025 board election to gradually achieve
this goal.
2. Voluntary disclosure of individual directors’ and supervisors’ remuneration in the annual
report: Due to personal data protection, it will not be disclosed for the time being, but will
be evaluated for disclosure in the future.
3. The company signs a collective agreement with its employees: Our company has not
established a trade union and is not required to sign a collective agreement in accordance
with the Collective Agreement Act. If a trade union is established, it will be implemented in
accordance with the law.






Comply with
best-practice
principles, no
discrepancy

57

(VI) Fulfillment of Corporate Social Responsibility and variations with management principles of publicly-listed companies and reasons

1.Discrepancy withbest-practice principles of TWSE/GTSM listed companies 1.Discrepancy withbest-practice principles of TWSE/GTSM listed companies 1.Discrepancy withbest-practice principles of TWSE/GTSM listed companies 1.Discrepancy withbest-practice principles of TWSE/GTSM listed companies 1.Discrepancy withbest-practice principles of TWSE/GTSM listed companies
Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
1. Has the Company established exclusively (or
concurrently) dedicated units to implement CSR,
and has the board of directors appointed
executive-level positions with responsibility for
CSR, and to report the status of the handling to the
board of directors?





Yes
When the company is committed to the pursuit of corporate growth and sustainable operation, it always
promises to be a good corporate citizen. In 2009, the "Corporate Social Responsibility Management
Committee" was established. On December 23, 2021, the "Sustainable Development Committee" was
reorganized and established by the founder. (Honorary Chairman), Chairman (Chairman), General
Manager (Vice Chairman), Chief Financial Officer, Chief Technology Officer, Heads of Centers and Top
Supervisors of Subsidiaries, and the Chairman appoints the top supervisor of the management center as
the executive secretary. Together with the professions of various departments, formulate medium and
long-term sustainable development plans to jointly promote various sustainable development affairs.
Please refer to the company website for its organizational structure.
The "Sustainable Development Committee" is divided into three groups: corporate governance,
employee relations and social participation, environmental protection and energy conservation and
carbon reduction. Based on the plan and budget, it analyzes the level of concerns of stakeholders and
evaluates the company's various aspects. Impact level, identify major themes, incorporate them into
routine work and annual plans, promote and track the work of their respective professions, and integrate
important work content and resources to achieve synergy; overseas subsidiaries due to different local
laws and regulations, Set up "Social Responsibility Management System" to carry out the activities and
verification of sustainable development.
In 2024, the Company will report to the Board of Directors on the communication with various
stakeholders on March 11, 2024, May 6, 2024, August 5, 2024 and November 4, 2024. The Company
will report to the Board of Directors on the specific operation and implementation results of sustainable
development (ESG) on November 4, 2024. The Company will also report the implementation status and
resource requirements to the Chairman and General Manager from time to time to keep track of the
progress in real time and adjust the implementation strategy and direction at any time in response to
current affairs and emergencies.





















Comply with the
best-practice
principles, no
discrepancy

58

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
The report includes: (1) communication with stakeholders and issues of concern; (2) identification of
sustainability issues that require attention, definition of major topics and proposal of corresponding
action plans; (3) review of goals and operation cycles for sustainability-related issues and policy
revisions; (4) monitoring the implementation of sustainable management matters and evaluating the
implementation status; (5) greenhouse gas inventory, carbon reduction plan and progress review; (6)
description of sustainable development performance results, based on which the Sustainability
Committee proposes corporate strategy.
Through regular report interaction, the board of directors supervises and gives guidance and suggestions
to the sustainable development committee, implements PDCA. Please refer to the board meeting minutes
on the company's website







2. Does the company conduct risk assessment on
environmental, social and corporate governance
issues related to the company's operation in
accordance with the principle of materiality, and
formulate relevant risk management policies or
strategies? (Note 2)





Yes
In response to major global economic, social and environmental risks, establish systematic risk response
policies and procedures in accordance with the principle of materiality and in accordance with ISO
31000 risk management principles and guidelines. The company has set up a risk response organization,
with the general manager of the company as the convener, coordinating and directing the promotion and
operation of the risk management plan, and responsible for reviewing the company's risk identification
operations. Review the situation from an angle, including financial and non-financial risks, and seek
opportunities for risk response in addition to mitigation responses. In 2019, the risk identification matrix,
the operational risk checklist, and the assessment of intellectual property risks were added.
The risk identification process takes into account the frequency of occurrence, the degree of impact and
the degree of control for quantitative assessment, covering 1. Business/laws/regulations/standards 2.
Political environment changes 3. Economic/financial environment changes 4. Natural disasters (climate
change) 5. Technology and information 6. Competitive environment 7. Facilities/equipment 8.
Business/market
operation
9.
Supply
chain
related
10.
Financial
operations
11.
Community/environmental security 12. Personnel, etc., a total of 92 types of risks are identified and
prioritized using matrix analysis.
The "Sustainable Development Committee" analyzes the materiality principle of the Sustainability
Report, collects issues of concern to various stakeholders, identifies the three major aspects of
environment, society and corporate governance, and holds an internal senior executive meeting to
discuss and evaluate The extent to which the company's operations have a positive or negative impact on
various sustainable management issues, in order to evaluate the material ESG issues, and continue to
develop action countermeasures to reduce the impact of related risks.


















Comply with the
best-practice
principles, no
discrepancy

59

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
In terms of environment, in terms of the possible risks and impacts of climate change on operations,
formulate plans for carbon reduction, energy and water conservation, and solar renewable energy
creation; in terms of society, treat employees well with people-oriented, strive to build a friendly
workplace, and continuously strengthen quality improvement, education and training, etc. The preventive
mechanism enhances the company's value and exceeds customer expectations; in terms of corporate
governance, formulates "key operational risk management measures" for risk management and
implementation.
The company held regular risk management meetings on April 17, 2024 and October 2, 2024 in 2024,
and identified projects such as Sino-US trade restrictions and technological conflicts, the Russia-Ukraine
war and tensions in the Taiwan Strait, demand uncertainty and inventory control, ESG promotion, and
the development of China's independent IC industry based on the risk control mechanism. Actively
develop mitigation strategies, plans, and business continuity plans to eliminate, reduce, transfer, and
accept risks; strengthen early warning and monitoring capabilities and promote risk identification and
control, promote an appropriate risk management-oriented business model, achieve operational goals,
and enhance the value of shareholders and internal and external stakeholders. The company reported on
the implementation of operational risk management in 2024 will be made at the board meeting on
December 23, 2024. For details, please refer to the "Assessment of Risk Matters" in the company's
annual report and website















3. Environmental issues
1 Does the company establish appropriate
environmental management system according to
its industrial characteristics?


Yes
The company establishes an environmental management system in accordance with ISO 14001 and has
passed third-party verification. In addition, it conducts annual greenhouse gas inventory in accordance
with ISO14064-1 specifications, and tracks emission reduction results and discloses it in the
sustainabilityreport and the company's website.
Comply with the
best-practice
principles, no
discrepancy

60

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
2Is the company committed to improving the
utilization efficiency of energy and using
recycled
materials
with
low
impact
on
environmental load?



Yes
The company and its subsidiaries continue to promote energy-saving and carbon reduction programs,
the goal is to achieve an energy-saving rate of more than 1% compared with the previous year, and the
energy-saving rate in 2024 will reach about 1.67%, continue to promote self-built solar power
generation systems, use energy-saving lighting fixtures throughout the factory, and adjust public
lighting in the factory area in accordance with sunrise/sunset times Time, adjust the start/stop time of
air-conditioning and hot water supply time in the living area according to the weather and temperature,
recover the concentrated water from the process and flush the toilet for reuse, recycle scrap products
and leftovers to qualified scrap metal resource recycling manufacturers, and refine gold, silver, etc.
Residual value utilization of precious metals; and promotion of process waste heat recovery and reuse,
new heat pump system energy saving, plant equipment energy efficiency improvement project and
ISO50001 energy management system verification. The company continues to establish and publicize
employees' relevant environmental protection knowledge and concepts, so as to fully protect the earth's
responsibility and effort, please refer to the company website for details; for energy use, please refer to
the sustainability report
According to the relevant international laws and regulations and the green product requirements of key
customers, the company formulates the most stringent requirements into the [Environmental
Management Substance Management Standards] to follow, and simultaneously requires suppliers based
on this, and regularly collects information on hazardous substances from suppliers to Confirm that it
meets the requirements, except that it has obtained the certification of IECQ QC 080000 Hazardous
Substance Process Management System, and regards green procurement activities as the basis for
continuously providing green products to users, so as to meet the requirements of non-use and
non-contamination from product design to manufacturing and shipment. , free from pollution, thereby
reducing the impact of products and services on the environment; in order to strengthen the
management of green products in the supply chain, suppliers are encouraged to introduce the IECQ QC
080000 hazardous substance process management system in addition to the basic ISO 9001 quality
system,to implement the implementation of environmental management activities.
Comply with the
best-practice
principles, no
discrepancy

61

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
3Does the company assess the potential risks and
opportunities of climate change for the enterprise
now and in the future, and take measures to deal
with climate related issues?



Yes
Under the important issue of climate change, the company continues to actively promote relevant
activities. In addition to grasping the company's carbon emissions through "Greenhouse Gas
Verification" (ISO 14064-1), it also discloses carbon, water, forests through CDP questionnaires., and
other relevant data related to natural capital management, and understand the relevant risks and
opportunities according to the scoring results, which will be used as measurement factors for
subsequent decision-making on related activities and investment choices. In addition, through the
ISO14001 management review meeting, the company reviews the actual carbon reduction
implementation measures of the previous year and examines the implementation results, actively facing
various carbon reduction measures. Inventory the risks and opportunities derived from climate change,
including direct or indirect physical impacts, the impact of transformation due to regulations,
technology or market demand... and other risks and opportunities on the company's operating activities,
and strengthen the company's corporate identity through the identification of relevant units Climate
change governance to reduce risks and seize business opportunities.
The Sustainable Development Committee and the functional group, according to the TCFD disclosure
framework, incorporate climate-related risks and opportunities into assessment and identification, and
propose response measures, plans and goals through the four aspects of governance, strategy, risk
management, indicators and goals, focus on (1) Issues with increasing stakeholder concerns and
negative feedback (2) Two major risks of sustained high temperatures; opportunity focus: use of
low-carbon energy. Proposed countermeasures: Continue to conduct greenhouse gas inventory and
verification and expand to product carbon footprints, purchase renewable energy, and eliminate
high-energy-consuming equipment. Regularly disclose climate governance-related information,
improve information transparency, promote sustainable operations, and report to the board of directors
for reviewprogress and rollingadjustments. The details arepubliclydisclosed in the ESG report.
Comply with the
best-practice
principles, no
discrepancy

62

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
4Does the company make statistics of greenhouse
gas emissions, water consumption and total
weight of waste in the past two years, and
formulate policies for energy conservation and
carbon reduction, greenhouse gas reduction,
water consumption reduction or other waste
management?






Yes
The company through the ISO 14001 system, strengthens self-management, continuously improves
environmental performance, and maintains the overall operation effectively and properly. The company
complies with the relevant requirements of government laws and regulations and other applicable
international regulations. For the control of pollution prevention and control, we have obtained the "fixed
pollution source operation permit", "water pollution prevention and control permit", and "business waste
disposal plan" according to law " and "Toxic Chemical Substances Operation Permit Document", etc.,
and regularly carry out inspections, maintenance, reporting and testing in accordance with its regulations.
See the company's website for details on greenhouse gas emissions, water consumption and total waste
weight.
The company and its subsidiaries have been promoting carbon management related operations for some
time, and regularly conduct "greenhouse gas verification" (ISO 14064-1). To determine improvement
measures in order to achieve the goal of reducing carbon dioxide emissions (at least 1% per year), to
demonstrate the company's determination to protect the environment.
The company has been concerned about water resources energy conservation and environmental
protection issues for many years. In terms of water conservation plans, it starts with the full
implementation of the daily water consumption, and maximizes the benefits of the available resources.
Over the years, it has been committed to the recycling of water resources, and collects the RO
concentrated water generated in the process of manufacturing pure water and it is expected that the water
intensity of tap water in the plant area will be reduced by 20% in 2025 (based on 2020).
The company is committed to environmental protection and formulates various reduction plans, and
takes "zero waste in the process" as the ultimate goal of waste management. In recent years, we have
continued to reduce the use of raw materials and the generation of waste through process improvement,
recycling of waste solvents and measures to reduce people's livelihood to reduce the use of disposable
tableware, reduce the amount of kitchen waste, and improve the resource recovery rate. We hope that the
factory will be abandoned in 2025 and the production rate can be reduced by 20% (based on 2020)





















Comply with the
best-practice
principles, no
discrepancy
4 Social issues

63

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
(1) Does
the
company
formulate
relevant
management policies and procedures in accordance
with relevant laws and regulations and international
human rights conventions?



Yes
In order to protect the rights and interests of workers, the company and its subsidiaries have formulated
"Labor Rights and Ethics Policies", each following the recognized human rights principles such as local
labor laws and the Code of Conduct of the Responsible Business Alliance, and formulating "Labor
Rights and Ethics and Ethics" to protect the legitimate rights and interests of employees. Policy", and
check whether the proposed policy needs to be revised and adjusted in the quarterly labor-management
meeting, in order to comply with corporate ethics and fulfill corporate social responsibility, and
announce it to the public. Please refer to the company website for details.
Every year, through independent attention to major social issues, employee opinion surveys, and
two-way communication forums at all levels, we review and understand the content of relevant issues, so
as to prevent potential human rights risks and propose improvement plans.
TXC also through the annual training of corporate social responsibility courses and human rights policy
promotion, so that colleagues understand their own rights and corporate social responsibility policies and
practices. A total of 3,377 employees completed the trainingin 2024.










Comply with the
best-practice
principles, no
discrepancy
(2) Does the company establish and implement
reasonable employee welfare measures (including
compensation, vacation and other benefits), and
properly reflect the operating performance or
results in employee compensation?



The Company and its subsidiaries set salary scales based on the relative contribution of positions, and in
line with the operation and development strategy, use individual employee performance, future
development potential and operating conditions as the basis for salary adjustment and bonus distribution,
so as to drive employees to work hard and motivate excellent performance, and achieve "internal
fairness" and "individual fairness" in compensation. In addition to setting aside bonus amounts based on
pre-tax net profit in the annual operating budget, if the company makes a profit in the current year, 9%
will be set aside as employee remuneration in accordance with the company's articles of association and
budget planning, and bonuses and employee remuneration will be issued based on individual employee
performance evaluation and contribution, giving back to colleagues in a timely manner and sharing the
results of the operation. The "Remuneration Committee" regularly reviews the rationality of various
salary and welfare systems, maintains a high level of employee benefits, and attracts outstanding talents
to join; establishes employee stock ownership trusts and various bonus systems, and flexibly adjusts the
remuneration system to gather centripetal force and retain employees for a long time.
The Group promoted 192 colleagues with outstanding performance in 2024, with an average salary
increase of 8.06%, in order to timely recognize and encourage them to give full play to their expertise
and potential, so as to retain and develop talents.














Comply with the
best-practice
principles, no
discrepancy

64

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
Yes According to the Labor Standards Law, the Labor Retirement Measures (Old System), the labor
retirement reserve fund of 9% of the monthly wages is allocated to the special account of the Bank of
Taiwan on a monthly basis, and the Labor Retirement Reserve Fund Supervisory Committee is
responsible for the management and use of matters. From July 1, 2005, in accordance with the "Labor
Pension Regulations", a labor pension (new system) of 6% of the monthly salary is paid on a monthly
basis, and stored in the labor pension individual account established by the Labor Insurance Bureau. In
January 2007, the Employees' Pension Fund Management Committee was established to allocate 8% of
the monthly wages to employees' pensions on a monthly basis to protect the retirement planning of the
appointed managers.
Since 2009, the company has also set up an "employee stock ownership trust" to provide relatively
allocated bonuses to assist employees in long-term investment, financial management and retirement
planning.
Starting from 2021, in order to assist employees in family care and reduce the burden of childcare, in
response to the government's countermeasures against childbirth, implement childcare allowances for
employees (0-5 years old), provide a safe and friendly workplace, and enable employees to take care of
families and work development. Flexible working hours, guaranteed return to work upon expiry of the
childcare stay period, setting up exclusive parking spaces for pregnant women and breastfeeding rooms.
The [Early Collection of Old System Retirement Benefits] project was launched in May 2024, allowing
colleagues who choose the new system and retain their years of service under the old system to collect
their old system retirement benefits in advance, allowing them to flexibly plan their personal financial
management.
The Company values and is committed to implementing a friendly workplace with equal employment
rights and diversity and inclusion. In 2024, the average proportion of female employees in the Group was
55.7%, and the average proportion of female supervisors was 36.4%. The Company proactively provides
job opportunities to people with disabilities, achieving the goal of 100% promotion of people with
disabilities. The Company is empathetic and inclusive of the customs and cultural activities of foreign
employees, and provides special event content in festivals, catering and accommodation.






















Comply with the
best-practice
principles, no
discrepancy

65

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
Various high-quality benefits: wedding gifts, childbirth gifts, birthday gifts, festival gifts, employee
travel subsidies, and all-round care for employees, including regular free health checks, group insurance
and consolation payments; in addition, paid "birthday leave" will be launched in January 2024 to
encourage employees to arrange celebrations on their own days. The company also has an employee
welfare committee that promotes diversified welfare and activities based on the concept of "work/life
balance", establishes various clubs to promote and foster a workplace culture that can achieve a balance
between work and family, and holds physical fitness and mental and spiritual health activities from time
to time. It is also clearly stated in the "Performance Appraisal Management Measures" that supervisors
may give appropriate rewards in performance appraisals based on employees' involvement and
cooperation in corporate social responsibility-related activities.








(3) Does the company provide a safe and healthy
working environment for its employees and
conduct regular safety and health education for
them?



Yes
Our company complies with the Occupational Safety and Health Act and formulates policies based on
the expectations of stakeholders, and takes zero accidents as the goal of occupational safety and health
management.
Our company has set up an Occupational Safety and Health Committee to regularly discuss and handle
issues related to occupational safety and health every quarter to ensure a safe and hygienic working
environment. We also use the ISO 45001 occupational safety and health management system to
continuously improve the factory's safety and health technology, reduce overall operational risks and
reduce operating losses. The ISO45001 and TOSHMS certifications are valid until October 27, 2025.
Our company will revise and implement various safety and health management measures for factory
safety management every year according to the occupational safety and health management plan, and
require relevant colleagues to comply with and implement them. For occupational safety and health
related training, we also follow the relevant laws and regulations to conduct education and training for
new employees and employees at all levels, and obtain relevant certificates in accordance with the law.
We also send personnel to participate in seminars or briefings held by government agencies or academic
institutions from time to time. In addition to regular inspections of the factory working environment in
accordance with the law, we also maintain the safety of the factory environment, facilities and equipment
through various inspections and checks. For accidents that occur in the factory, we also complete
investigations, improvements and report to the competent authorities in accordance with relevant
regulations.
















Comply with the
best-practice
principles, no
discrepancy

66

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
For factory fire safety management, we have selected fire prevention managers in accordance with
regulations. We manage and report fire equipment inspections and repairs every year according to
regulations. In addition to maintaining abnormal equipment, we also review whether each area needs to
be reinforced with additional fire safety facilities. Currently, the factory is mainly equipped with a fire
receiving switchboard, automatic fire alarm equipment, fire detectors, fire pumps, automatic fire
extinguishing systems, fire extinguishers, emergency escape lighting and other necessary fire safety
equipment. We also conduct fire safety training and drills every six months to enhance employees' fire
safety awareness and emergency rescue experience. We also have a medical room where on-site service
doctors and health care personnel provide face-to-face guidance and health management measures. We
also hold health information (including disease prevention) lectures from time to time. For related health
management activities, please refer to the company website.
The company's Ningbo plant and Chongqing plant have respectively set up an environmental health and
safety committee and a safety production management committee, which hold a monthly review of the
work progress and discuss environmental safety and hygiene issues. A number of new human health
education and publicity courses are held regularly every year, and healthy life is promoted to all
colleagues by email every month. The company also provides health information from time to time on
the company's internal website and e-mail to strengthen the health knowledge of employees and their
families.















67

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
(4) Does the company establish an effective career
development training program for its employees?

Yes
The Company and its subsidiaries plan career training courses for employees based on the job
system/grade system, actual needs and forward-looking development to strengthen employees'
professional knowledge, skills and expertise, thereby improving their capabilities and performance. The
training courses include new employee training, professional training, management training, general
training, and self-growth inspiration training. A total of 67,637 people completed education and training
in 2024, with a total training time of 113,344 hours.
The 2024 training and development focus plan is as follows:
1. Management training:
KeyProject
Description
MISA Academician
Class
The company attaches great importance to succession planning and
actively cultivates internal managers. In 2024, it assigned senior
executives to participate in the two-year "MISA Third Academician
Class" to learn corporate management wisdom and promote resource
integration and network expansion.
Management Courses
at All Levels
In order to cultivate supervisors' management thinking and
strengthen leadership management capabilities, four management
courses were offered in 2024, totaling 14.5 hours, and a total of 70
people completed the training.
Course Name
Target Students
New Manager Orientation
New Supervisor
Buildinga responsible team
Section Supervisor
Crisis and Risk Management
Management level supervisor
Financial Statement
Interpretation
Management level supervisor





Comply with the
best-practice
principles, no
discrepancy

68

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
2. Professional training:
KeyProject
Description
Artificial Intelligence
Program
In order to keep pace with technological trends, cultivate internal AI
talents, improve overall operational efficiency and market
advantages, and strengthen competitiveness, in 2014, we combined
the resources of 12 lecturers from National Taiwan University of
Science and Technology to introduce AI courses and hold special
proposal presentations. A total of 24 artificial intelligence program
courses were offered, totaling 66 hours, and a total of 110 people
obtained completion certificates.
Intellectual Property
Training
Combining internal and external NUST lecturer resources, a total of
4 TIPS-related courses were offered to deepen intellectual property
concepts, totaling 9 hours, and a total of 166 people completed the
training.
3. General training:
KeyProject
Description
Habit Field Training
Workshop
In order to guide employees to change their behavior and promote
cross-departmental communication, eight shifts of habit field
training workshops were held, totaling 80 hours, and a total of 226
people completed the training
4. Personal Development Plan:
Every year, supervisors and subordinates communicate and discuss together to formulate clear and
specific personal development plans, and continuously track and evaluate them.
Professional training:
KeyProject Description
Artificial Intelligence
Program
In order to keep pace with technological trends, cultivate internal AI
talents, improve overall operational efficiency and market
advantages, and strengthen competitiveness, in 2014, we combined
the resources of 12 lecturers from National Taiwan University of
Science and Technology to introduce AI courses and hold special
proposal presentations. A total of 24 artificial intelligence program
courses were offered, totaling 66 hours, and a total of 110 people
obtained completion certificates.
Intellectual Property
Training
Combining internal and external NUST lecturer resources, a total of
4 TIPS-related courses were offered to deepen intellectual property
concepts, totaling 9 hours, and a total of 166 people completed the
training.
General training:
KeyProject Description
Habit Field Training
Workshop
In order to guide employees to change their behavior and promote
cross-departmental communication, eight shifts of habit field
training workshops were held, totaling 80 hours, and a total of 226
people completed the training

69

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
(5) Does the company comply with relevant laws and
regulations
and
international
standards
for
customer health and safety, customer privacy,
marketing and labeling of products and services,
and formulate relevant policies and complaint
procedures to protect the rights and interests of
consumers or customers?






Yes
The company adheres to the core value of "customer-centricity" and formulates and discloses consumer
rights protection policies for customer health and safety, marketing, labeling, etc. to ensure the
compliance and transparency of products and services, and is committed to protecting the rights of
consumers and customers. The specific policies and measures are as follows:
I. Consumer Rights Protection Policy
• Product safety and environmental compliance: All products comply with international safety and
environmental regulations (such as RoHS, REACH), strictly control hazardous substances, and reduce
potential risks to consumer health.
• Reliability and durability verification: Implement high-standard reliability tests (such as high
temperature and high humidity, and drop tests) on electronic products to ensure product durability and
safety of use.
• Correct product labeling: Product labeling complies with the Consumer Protection Act, the Fair Trade
Act and international standards (such as ISO, IEC), and fully discloses specifications, usage warnings,
warranty content and other information to protect consumers’ right to know.
• Principle of honest marketing: All marketing activities must comply with local laws and regulations and
the principle of honest advertising to ensure that information is true, clear, not exaggerated or misleading,
and respects consumers' decision-making power.
II. Complaint Channels and Handling Procedures
• Multiple complaint channels: The Company provides multiple channels such as dedicated customer
service, online customer service platform and email, so that consumers can reflect their opinions and
problems immediately. Email: [email protected]
• Return and Repair Policy (RMA): Establish clear return and repair procedures to quickly handle
defective products and protect consumers’ after-sales rights.
• Major Complaints Handling Mechanism (CAPA): For major consumer complaints, the "Corrective and
Preventive Action" mechanism is activated to analyze the root causes and develop effective improvement
measures to prevent the problem from recurring.
• Response and improvement mechanism: All complaint cases will be tracked and responded to by a
dedicated team, and will serve as the basis for internal quality and service optimization.
• The Company will continue to strengthen its consumer protection policies and complaint handling
procedures, and conduct regular reviews and improvements to ensure that consumers and customers can
choose the Company’s products and services with confidence and establish long-term trusting
relationships.




















Comply with the
best-practice
principles, no
discrepancy

70

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
(6) Does the company have a supplier management
policy that requires suppliers to follow relevant
specifications
and
their
implementation
in
environmental protection, occupational safety and
health, labor rights and other issues?




Yes
In order to ensure that the requirements and spirit of CSR are implemented to our supplier partners, our
suppliers need to regularly sign the "integrity commitment letter", "environment, occupation, safety,
health status questionnaire", "industry code commitment letter", "green products and environmental
protection statement" and "non conflict financial statement" to enable suppliers to follow the CSR scope.
In addition, relevant organizations and units of the company regularly evaluate suppliers to ensure that
suppliers can meet the medium and long-term development plan of the company, comply with relevant
international standards, and maintain long-term high-quality partnership.
In view of the increasing importance of various issues related to corporate governance, such as the care
of employees' rights and interests related to human rights, environmental safety and hygiene, the
company will give priority to suppliers with the following systems. The following table shows the
company's important suppliers Percentage of each certification system:
Visit verification
Number of
investigators
Number
of match
%
Responsible Business Alliance Guidelines
47
47
100%
System verification
Number of
investigators
Number
of match
%
ISO 9001 Quality management system
47
46
98%
ISO 14001 Environmental Management System
47
42
89%
ISO 28000 Secure Supply Chain Management System
47
23
49%
ISO 45001 Occupational Safety and Health
Management System
47
16
34%
IECQ/QC080000 Hazardous Substance Process
Management System
47
4
9%
ISO 14064 Greenhouse Gas Inventory
47
6
13%









Comply with the
best-practice
principles, no
discrepancy

71

Discrepancy with
Operation Status (Note 1)
best-practice
Assessment items
principles of
Yes No Summary TWSE/GTSM
listed companies
5. Does the company prepare corporate social
responsibility reports and other reports that disclose
the
company's
non-financial
information
in
accordance
with
the
international
reporting
standards or guidelines? Is the disclosure report
confirmed or guaranteed by a third party
certification unit?






Yes
The company has issued the corporate social responsibility report since 2009, and changed its name to
the sustainability report in 2021. In order to fully disclose the practices and achievements in the three
aspects of corporate social welfare, corporate operation governance, and environmental safety and
health, we have based on the global sustainability report over the years. Development Report Guidance
(GRI) and AA1000 Standard Compilation Report, written in accordance with the new version of GRI
Standards (GRI Standards) since 2017, using the latest published standards as the basis for continuous
improvement of the three aspects of social responsibility, 2023 Annual Sustainability Report In addition
to the above-mentioned standard framework, the book also incorporates the content of the TCFD and
SASB frameworks to strengthen corporate governance of climate-related risks and opportunities. And
entrusted the third-party verification unit "British Standards Institution" (BSI), according to the AA1000
assurance standard and "The Core option" (The Core option) of the GRI standard, after the inspection, it
complies with the inclusiveness, materiality and responsiveness of the information disclosure, and issued
The independent guarantee statement is an appendix to the 2023 Annual Sustainability Report. The 2024
sustainability report is expected to be submitted and published on the company website before August
30, 2025.
All the data disclosed in the report conform to the corresponding management system specifications, and
the financial related results are calculated in NT dollars and have been verified by accountants from
Qinye Zhongxin United Accounting Firm; the management system of the environment, safety and
sanitation is not completed regularly In addition to internal audits, it also accepts external audits of ISO
14001 and ISO 45001 every year. Greenhouse gas emission data is calculated using the coefficient used
in the "Greenhouse Gas Emission Coefficient Management Table (Version 6.0.4)" provided by the
Environmental Protection Agency, and the carbon dioxide emission data of the product carbon footprint
is based on the DoITPro: 2013 database of the Industrial Technology Research Institute It is derived from
the coefficients and calculation rulesprovided.






















Comply with the
best-practice
principles, no
discrepancy
6. If a company has its own corporate social responsibility code in accordance with the code of practice for corporate social responsibility of listed and OTC companies, please state the
difference between its operation and the code
The company prepares a corporate social responsibility report every year. The report content and related operations are consistent with the corporate social responsibility code of practice for
listed and OTC companies,and there is no significant difference. It is disclosed at thepublic information observatoryand the companywebsite. Please refer to the companywebsite.
7. Other important information to understand the operation of CSR
For information about corporate social responsibility of the company and its subsidiaries, such as corporate governance, environmental safety and health, and social welfare, please refer to the
companywebsite.
  1. If a company has its own corporate social responsibility code in accordance with the code of practice for corporate social responsibility of listed and OTC companies, please state the difference between its operation and the code The company prepares a corporate social responsibility report every year. The report content and related operations are consistent with the corporate social responsibility code of practice for listed and OTC companies, and there is no significant difference. It is disclosed at the public information observatory and the company website. Please refer to the company website. 7. Other important information to understand the operation of CSR For information about corporate social responsibility of the company and its subsidiaries, such as corporate governance, environmental safety and health, and social welfare, please refer to the company website.

Note 1: If "yes" is checked in the operation, please indicate the important policies, strategies, measures and implementation; if "no" is checked in the operation, please explain the reasons and explain the plans for adopting relevant policies, strategies and measures in the future. However, regarding promotion projects 1 and 2, listed OTC companies should describe the governance and

72

supervision structure of sustainable development, including but not limited to management guidelines, strategy and goal formulation, review measures, etc. It also describes the company's risk management policies or strategies for environmental, social and corporate governance issues related to operations, and its assessment status.

Note 2: Materiality principle refers to those issues related to environment, society and corporate governance that have a significant impact on the company's investors and other stakeholders.

73

2. Climate related information

(1) Implementation of climate-related informatio

Item Implementation

  1. Describe the The company follows TCFD as a methodology for mitigating climate change actions. The board and board of directors and senior managers’ direct operational strategies, promote measures to management’s respond to identified climate change risks and opportunities, and regularly track and supervise oversight and through targets; at the same time, we increase the transparency of information related to governance of climate governance. , regularly disclosed in the sustainability report to actively respond to and climate-related look forward to mutual exchanges from all walks of life to promote sustainable management. risks and Based on the identification results, the company impact degree and occurrence possibility of opportunities each issue were confirmed, and the risk issues of "increasing greenhouse gas emission pricing", "average temperature rise", and "using low-carbon energy" opportunity issues were 2. Describe how the identified, and corresponding measures were formulated respectively.

  2. Describe how the identified climate risks and opportunities affect the company's business, strategy and finance (short-term, medium-term, long-term)

Climate risk impact and scenario analysis and response strategies

==> picture [375 x 421] intentionally omitted <==

  1. Describe the financial impact of extreme climate events and transition actions 4. Describe how climate risk identification, assessment and management processes are integrated into the overall risk management system 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and main financial impacts used should be explained 6. If there is a transformation plan to manage climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical

74

Item Implementation
risks and
transformation
risks
7. If internal carbon
pricing is used as a
planning tool, the
basis for setting the
price should be
stated
8. If climate-related
goals are set,
information such
as the activities
covered,
greenhouse gas
emission scope,
planning schedule,
annual
achievement
progress, etc.
should be
explained; if
carbon offsets or
renewable energy
certificates (RECs)
are used to achieve
relevant goals,
information such
as Explain the
source and
quantity of carbon
reduction credits or
the quantity of
renewable energy
certificates (RECs)
being redeemed
9. Greenhouse gas
inventory and
confirmation,
reduction goals,
strategies and
specific action
plans






Identification of climate opportunities and response strategies and measures:
In response to the results of the identification of climate-related opportunities, we will
strategically invest resources to seize business opportunities and formulate response measures.
After comprehensively estimating the impact on financials due to laws or government
requirements and the expectations of stakeholders (such as customers), the company's
operations will have a near-term impact. We will deploy and promote it in advance, so that all
or part of the company's business will have a considerable degree of improvement opportunity
(sales of more than NT$10 million), or lead the profit period by 2 to 3 years.

75

Item Implementation

(2) Company greenhouse gas inventory and confirmation status in the last two years

76

  • Greenhouse gas inventory information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/million yuan) and data coverage of greenhouse gases in the past two years.

TXC Corporation follows the ISO 14064-1 international standard to conduct a greenhouse gas inventory of all greenhouse gas emissions generated within the organization. The inventory items are Category 1 (direct emission sources), Category 2 (indirect energy emission sources), and Category 3 (transportation indirect Emission source - employee business trip transportation), Category 4 (service indirect emission source - waste disposal emission). The emissions in 2022 are 27,516 metric tons of CO2e, and the intensity is 2.60metric tons of CO2e/million yuan; the emissions in 2023 are 27,611 metric tons of CO2e, and the intensity is 3.14 metric tons of CO2e/million yuan; during the 2024 inventory, complete information will be disclosed in the ESG report.

  • Greenhouse Gas Confirmation Information

Describe the confidence situation in the last two years as of the publication date of the annual report, including the scope of the confidence, the organization of the confidence, the criteria for the confidence and the opinion of the confidence.

From 2022 to 2023, we will follow the ISO 14064-1 international standard and entrust the British Standards Institute (BSI) to conduct greenhouse gas verification. The inventory emission boundaries are No. 4, Gongye 6th Road, Pingzhen District, Taoyuan City and No. 7, Hangxiang Road, Dayuan District, Taoyuan City. Floor, verification statement are all published on the company's official website. During the 2024 inspection, complete information will be disclosed in the sustainability report.

  • Greenhouse gas reduction goals, strategies and specific action plans

Describe the greenhouse gas reduction base year and its data, reduction targets, strategies, specific action plans and achievement of reduction targets.

The greenhouse gas base year of Taiwan Crystal Technology is set in 2022. Following the ISO 14064-1 international standard, a greenhouse gas inventory was conducted on all greenhouse gas emissions produced within the organization. The inventory resulted in emissions of 27,516 metric tons of CO2e. Taiwan Crystal Technology follows the ISO 50001 energy management system and uses the P-D-C-A cycle management methodology to conduct systematic inventory, risk assessment and review, confirm business activities, equipment, operating procedures, services and product aspects, and collect the location and extent of energy. and time and activity trends, etc., through data analysis to formulate action plans to effectively reduce energy consumption, especially usage habits, energy recycling, energy-saving replacement and improvement measures for factory facilities, process equipment and transportation, such as : replace high-efficiency lighting fixtures, improve hot water boilers, optimize process parameters, etc. to cope with future greenhouse gas emission reporting obligations and carbon fee payment risks.

77

3. Organizational Structure of the Sustainability Committee

==> picture [432 x 217] intentionally omitted <==

4. Sustainable Development Strategies and Policies

TXC Corporation adheres to the founding spirit of "integrity, pragmatism, innovation, and service" and its organizational management culture of "harmony, unity, and high efficiency". The two are compatible and integrated to form core values.

Internally, externally, with people or things, honesty is the first priority. In particular, sustainable development strategies should be disclosed honestly. We should fulfill every commitment on environmental protection, social responsibility and corporate governance with mutual trust, responsibility and truthfulness, and look to the future. Steadyly promote the company's sustainable development, continue to improve and strive for excellence, pursue sustainable development and innovation with an open mind, gain the trust of all stakeholders, and maintain long-term harmonious relationships.

Through the actions of discipline, communication, respect, efficiency and unity, and the same values, we will face various environmental, social and corporate governance challenges in the future and move towards the corporate vision of excellent performance and sustainable operation.

As TXC Corporation strives to pursue corporate growth and sustainable management, it has always committed itself to being a good corporate citizen, and has adopted "integrity" as its operating principle for upstream and downstream manufacturers. It has also consistently strengthened corporate social welfare and environmental protection activities. . In recent years, based on the belief and mission of society and environmental protection, the company has actively promoted green product design and promotion of various environmental protection activities within the company, so as to protect the environment and achieve sustainable development.

Based on the above, the company promises to proceed from the three aspects of "corporate social welfare", "corporate operational governance" and "environmental safety and health". For details, please refer to the ESG report and the company website.

5. Fulfill sustainable development situation

The Sustainable Development Committee consists of the Chairman, Vice Chairman and members jointly confirming the company's sustainable development strategies and action plans, agreeing on management policies and short, medium and long-term goals, and providing regular supervision. The executive secretary is the top manager of the management center, responsible for coordinating the planning and promotion of issues related to sustainable development, as well as coordinating sustainable development and promoting cooperation among groups.

The sustainable development promotion team has three functional groups, each with designated

78

supervisors and members, covering the company's operating department supervisors and colleagues, collecting information from domestic or foreign customers, markets, local governments, etc. on environmental protection (E), social responsibility (S), and corporate governance (G) related issue information, based on which management policies, short, medium and long-term goals and action plans are formulated. After submitting to the committee, implementation and progress reports are implemented according to the agreed content. For details, please refer to the ESG report and the company websit.

79

(VII) Implementation of Ethical Corporate Management and variations with management principles of publicly-listed companies and reasons

The company's "integrity operation code" has been adopted by the board of directors and submitted to the general meeting of shareholders on June 19, 2013 and the "integrity operation procedure and code of conduct" adopted by the board of directors on April 24, 2017. Meanwhile, the "internal control system and internal audit implementation rules for integrity" have been formulated, which will be included in the actual audit project. The company will follow this "code of conduct for integrity" in the future. In order to improve the effect of the company's integrity operation, and to implement the integrity operation principle more effectively, the company shall establish an integrity operation corporate culture and sound development, pay attention to the development of relevant domestic and foreign integrity operation norms at any time, and encourage directors, independent directors, managers and employees to put forward suggestions, so as to review and improve the integrity operation rules formulated by the company, and at the end of each year the company's performance of corporate social responsibility shall be reported to the board of directors.

1. Performance of integrity operation and the difference between integrity operation rules of listed and OTC companies and the reasons

Discrepancy with
Operation Status
best-practice principles
Assessment items
of TWSE/GTSM listed
No
Yes Summary companies
1. Establish integrity business policies and plans
(1) Does the company have an integrity operation
policy approved by the board of directors, and
clearly state the integrity operation policy and
practice
in
the
regulations
and
external
documents, as well as the commitment of the
board of directors and senior management to
actively implement the operation policy?






Yes
The "Integrity Management Code" and "Integrity Management Operating Procedures and Behavior
Guidelines" disclosed on our company's website are the highest guiding policy and specific
regulations for integrity management approved by the board of directors. Based on this, the
company has also established the "Code of Ethics for Directors and Managers" and the "Code of
Ethics for Employees". Directors, managers and all colleagues of the company must read and
understand them carefully and sign them separately, jointly committing to upholding the contents of
the Code of Ethics for honest business operations. In addition, the highest executive of the
company's management center, who is also the executive secretary of the Sustainability Committee,
shall report the implementation of integrity management to the board of directors at least once a
year, and publicly disclose the integrity management results of the year through the company's
website,annual report and sustainabilityreport.










Comply with the
best-practice principles,
no discrepancy
(2) Does the company establish an evaluation
mechanism for the risk of dishonest behavior,
regularly analyze and evaluate the business
activities with high dishonest behavior risk within
the business scope, and formulate a plan for
preventing dishonest behavior based on it, and at
least cover the preventive measures for the
behaviors in Article 7, paragraph 2,of the code of








Yes
The Company has established a risk assessment mechanism for dishonest behavior and has set out
preventive measures for dishonest behavior in the "Integrity Management Code" and "Integrity
Management Operating Procedures and Behavior Guidelines": 1. Bribery and bribery 2. Providing
illegal political donations 3. Improper charitable donations or sponsorships 4. Providing or
accepting unreasonable gifts, entertainment or other improper benefits 5. Infringement of trade
secrets, trademark rights, patents, copyrights and other intellectual property rights 6. Engaging in
unfair competition 7. Directly or indirectly damaging the rights, health and safety of consumers or
other stakeholders duringthe development, procurement,manufacturing, provision or sale of








Comply with the
best-practice principles,
no discrepancy

80

Discrepancy with
Operation Status
best-practice principles
Assessment items
of TWSE/GTSM listed
No
Yes Summary companies
honest operation for listed and OTC companies? products and services. In addition, preventive measures are formulated in the "Information Security
Management
Regulations",
"Document
Confidentiality
Management
Regulations"
and
"Employment Contract" to protect the company's intellectual property and trade secrets.
The Company regularly analyzes and evaluates business activities with a higher risk of dishonest
behavior within its scope of operation, and organizes promotional or training courses and pushes
relevant information in communication groups to provide relevant education and promotion to
current directors, managers and employees. The course content includes legal knowledge such as
laws and regulations on preventing insider trading, protecting trade secrets and intellectual property
rights, and placing course briefings in the internal employee education and training system for
reference by those who did not attend that day, so that they can comply with the necessary
regulations when handlingrelated business at work.

(3) Does the company specify operating procedures,
conduct guidelines, disciplinary and grievance
systems for violations in the prevention of
dishonest conduct plan, implement them, and
regularly review and amend the aforementioned
scheme?





Yes
The Company has established relevant documents such as the "Integrity Management Operating
Procedures and Behavior Guidelines", "Code of Ethics for Directors and Managers", "Procedures
for Preventing Insider Trading Management" and "Code of Ethics for Employees", etc., to
encourage employees or anyone else to report to independent directors, internal audit supervisors,
integrity management unit supervisors or other appropriate personnel when they suspect or discover
any violation of laws, regulations or the Company's integrity management code of conduct. In order
to encourage and protect employees to report illegal activities safely, the company has formulated
"Procedures for Reporting Illegal, Immoral or Dishonest Behavior Cases" and related process
mechanisms to let employees know that the company will do its utmost to protect the safety of
whistleblowers and prevent them from retaliation. If a director, manager or any employee violates
the above-mentioned circumstances, the company shall handle the violation in accordance with the
disciplinary measures stipulated in the above-mentioned relevant regulations and documents, and
shall impose penalties such as but not limited to warnings, demerits, transfers, demotions,
dismissals, cancellation of bonuses, termination of employment or legal sanctions according to the
severity of the circumstances, and shall immediately disclose the title, name, date of violation,
reason for violation, violation of the code of conduct and the handling of the violation on the public
information observation station. The Company reports the implementation of integrity management
to the Board of Directors every year and regularly reviews and amends the above-mentioned plans
to meet the needs of the times.


















Comply with the
best-practice principles,
no discrepancy
2. Implement integrity operation
(1) Does the company assess the integrity records
of its counterparties and specify the integrity
terms in the contracts it enters into with them?


Yes
The company will conduct credit rating for all suppliers, customers and agents it cooperates with,
and require suppliers to sign the following documents related to honest business operations in
accordance with the "Supplier Audit Operation Specifications" to fulfill the contracts of commercial



Comply with the
best-practice principles,
no discrepancy

81

Discrepancy with
Operation Status
best-practice principles
Assessment items
of TWSE/GTSM listed
No
Yes Summary companies
activities in a fair and ethical manner and in strict compliance with relevant laws, regulations and
contract terms. If there is any dishonest behavior involved, the terms of the contract may be
terminated or rescinded at any time.
▪ Suppliers’ commitment to comply with the company’s social responsibility policy.
▪ Supplier’s commitment to comply with industry practices.
▪ Supplier’s commitment to comply with SA8000 standard requirements.
▪ Fair dealing and integrity undertaking.
Suppliers adhere to the Responsible Sourcingof Minerals Commitment.

(2) Does the company set up a dedicated unit under
the board of directors to promote the integrity
operation of the enterprise, and regularly (at least
once a year) report to the board of directors its
integrity operation policies, plans to prevent
dishonest
behavior
and
supervision
of
implementation?






Yes
In order to implement the integrity management policy and improve the management of integrity
management, the company has set up a corporate governance team under the Corporate
Sustainability Committee of the Board of Directors to promote integrity management. The
Executive Secretary of the Sustainability Committee, who is also the highest executive of the
Company's Management Center, is responsible for the formulation, revision and supervision of the
implementation of integrity management policies, anti-corruption, anti-bribery, discipline, appeals
and other legal compliance management matters and preventive measures. He shall report the
implementation of integrity management to the Board of Directors at least once a year. The
implementation status was reported to the Board of Directors on November 4, 2024. For details,
please refer to the Company's website.
To implement the integrity management policy, the company promotes its commitment to honest
transactions at the annual supplier conference and uses the Responsible Business Alliance (RBA)
third-party audit system to verify whether suppliers meet the standards. When new employees
report for work, the company's relevant regulations and integrity and ethical requirements are also
explained in detail, and the company's integrity and business conduct standards are clearly stated in
the "Employment Contract". At the same time, the company continues to promote corporate
integrity policies and explain the importance of honest management in routine department
meetings, management meetings and lectures. In 2024, 96 promotion and training sessions were
held, with a total of 5,241 participants. Directors and senior management are also required to sign a
statement committing to abide by the company's integrity management policy and ethical behavior.
Please refer to our companywebsite for the implementation of honest management.



















Comply with the
best-practice principles,
no discrepancy
(3) Does the company have a conflict of interest
prevention
policy,
provide
appropriate
presentation channels and implement them?


Yes
The Company has established the "Corporate Governance Code of Practice", "Integrity
Management Code", "Director and Manager Ethical Conduct Code", "Article 15 of the Board of
Directors' Meeting Rules", "Employee Ethical Conduct Code" and "Integrity Management
Operating Procedures and Behavior Guidelines", all of which clearly regulate conflict of interest
policies. If there is a conflict of interest that requires avoidance, the employee shall avoid it on his
own or report it in advance. If a director or manager violates the Code of Ethical Conduct, the
companyshall handle the violation in accordance with the disciplinarymeasures stipulated in the







Comply with the
best-practice principles,
no discrepancy

82

Discrepancy with
Operation Status
best-practice principles
Assessment items
of TWSE/GTSM listed
No
Yes Summary companies
above-mentioned relevant documents and promptly disclose information such as the person who
violated the code, date, reason, relevant code and handling status on the public information
observation station.

(4) Has the company established an effective
accounting system and internal control system
for the implementation of integrity operation, and
the internal audit unit shall, according to the
assessment results of the risk of dishonest
behavior, draw up relevant audit plans, and
according to the compliance of the plan for
preventing dishonest behavior, or entrust an
accountant to carryout the audit?








Yes
The company has established an "internal control system" that sets up an internal audit office and
simultaneously entrusts external accountants to conduct audits. The Audit Office regularly assesses
risks and formulates audit plans, and performs relevant audits according to the plans to ensure that
the internal control system is continuously and effectively implemented. Regularly report audit
results to the Audit and Risk Committee and the Board of Directors to allow management to
understand the implementation of the company's internal control and achieve effective
management. Over the years, our company has not had any dishonest conduct.






Comply with the
best-practice principles,
no discrepancy
(5) Does the company regularly conduct internal
and external education and training for integrity
operation?


Yes
The Company requires directors, managers, all current employees and new employees to participate
in corporate integrity-related education and training courses to provide relevant education and
promotion on the recognition and prevention of dishonest behavior. Before the release of each
quarter's operating results, the Company provides education and promotion to internal managers,
supervisors in specific positions, and colleagues regarding the provisions of Article 157-1 of the
Securities and Exchange Act to specifically implement prevention of insider trading. The company
provides training to each new employee when they join the company, informing them that they
must strictly abide by the "Employee Code of Ethics and Conduct", and holds training on the Code
of Ethics and Conduct for company employees from time to time. In 2024, the company held 96
publicity and training sessions on integrity management, involving a total of 5,241 participants.









Comply with the
best-practice principles,
no discrepancy
3. Operation of the company's whistleblowingsystem
(1) Does the company have a specific reporting and
reward system, establish a convenient reporting
channel, and assign appropriate personnel to the
reported object?



Yes
Our company has established "Regulations for Handling Reports of Illegal, Immoral or Dishonest
Behavior Cases", which can be found on our company website. When conducting business, if
relevant persons in the company find any violation of the integrity of business ethics, they can
report it through the following channels:
▪ Company management unit: accept reports sent to the employee opinion mailbox.
▪ Company spokesperson: accept reports from shareholders, investors and other stakeholders.
▪ Company Audit Unit: accepts reports from internal colleagues, customers, suppliers, contractors,
etc.
▪ Independent directors or the audit and risk committee of the company: accept reports against
management executives.
Our company's website also has an email communication channel. All stakeholders can
communicate and file complaints with the companyvia email at anytime,thus keepingthe







Comply with the
best-practice principles,
no discrepancy

83

Discrepancy with
Operation Status
best-practice principles
Assessment items
of TWSE/GTSM listed
No
Yes Summary companies
communication and complaint channels between the company and all stakeholders open. All
stakeholders of the company may report any matter at any time through the above channels or by
email to the company's stakeholder mailbox. The company will be responsible for maintaining
complete confidentialityand will investigate and deal with it in accordance with the law.


(2) Does the company establish the standard
operating
procedures
for
investigation
of
reported matters, follow-up measures to be taken
after investigation and relevant confidentiality
mechanisms?




Yes
The company has established reporting, investigation, confidentiality mechanisms and follow-up
measures such as the "Social Responsibility Manual", "Employee Handbook", "Employee
Grievance (Complaint/Reporting) Control Procedure", "Procedures for Reporting Illegal, Immoral
or Dishonest Cases", "Employee Ethical Code of Conduct" and "Industrial Safety and Health
Consultation and Communication Operation Standards".




Comply with the
best-practice principles,
no discrepancy
(3) Does the company take measures to protect
whistleblowers from improper handling due to
whistleblowing?


Yes
The company has established "Employee Handbook", "Employee Appeal (Complaint/Report)
Control Procedure", "Procedure for Handling Reports of Illegal, Immoral or Dishonest Cases", and
"Employee Ethical Code of Conduct" documents with clear definitions: During the entire
complaint/reporting process, relevant personnel should keep confidentiality. If there is a leak, they
will be punished according to relevant regulations; if there is any retaliation against the
complainant/reporter,theywill bepunished more severelyaccordingto relevant regulations.





Comply with the
best-practice principles,
no discrepancy
4. Enhance information disclosure
Does the company disclose the content and
promotion effect of its code of conduct for integrity
operation on its website and public information
observatory?



Yes
The company's "Integrity Management Code" is disclosed on the company website, and the
implementation results of integrity management promotion are regularly updated every year. Our
company website also provides financial information related to corporate governance, stock price
and dividend information, organizational structure and company operating results, etc., which are
fully disclosed in quarterly reports, annual reports and company websites, and quickly and
truthfully reflect various types of business information, so that stakeholders can grasp the
company's business dynamics in a timely manner. Please refer to the company's website for details
on corporategovernance.







Comply with the
best-practice principles,
no discrepancy
5. If a company has its own code of conduct for integrity in accordance with the code of conduct for listed and OTC companies, please state the difference between its operation and the code:
The Company and its subsidiaries have established the "Integrity Management Code" and continue to promote and cooperate with various publicity activities in accordance with this code to
strengthen the awareness of colleagues at the management level. The content and related operations are not significantly different from the "Integrity Management Code for Listed
Companies".
6. Other important information helpful to understand the company's operation integrity: (such as the company's review and amendment of the integrity operation rules, etc.)
The Company and its subsidiaries negotiate and perform contracts with customers with integrity and honesty, and strive for, negotiate and perform all contracts in a fair and ethical manner.

84

  • (VIII) Other important information which is sufficient to understand corporate governance operation status must also be disclosed

  • In order to improve corporate governance, accountants, independent directors, auditors, and financial supervisors communicate from time to time. Please refer to the company's website for communication status.

  • On May 7, 2020, the Board of Directors resolved to establish an Investment Review Committee to strengthen the quality of the company’s investment decisions, implement investment review procedures and performance management, and conduct research, review and recommendations on the company’s long-term investment strategic planning and major investment decisions. , please refer to the "Functional Committee" section of our company's website for details.

  • On November 4, 2024, the Audit Committee and the Board of Directors passed a resolution to include reviewing risk management policies, procedures and structures, and supervising the implementation of risk management in the responsibilities of the "Audit Committee" in order to strengthen the Board of Directors' supervision of the Company's risk matters, and renamed it the "Audit and Risk Committee".

  • In order to strengthen corporate governance, the company attaches special importance to information disclosure and disclosure. It regularly and irregularly discloses information on the public information observatory. It also discloses financial and other related information on the company's website so that investors and stakeholders can obtain it in real time. For important company information, please refer to our website.

  • The company’s hard work and achievements in corporate governance and information disclosure over the years have been highly recognized. For information related to corporate governance evaluation, please refer to the company’s website.

(IX) Statement on Internal Control

  1. Internal Control Statement: Please refer to the Public Information Observatory for information reporting [https://mops.twse.com.tw Single Company>Corporate Governance>Corporate Regulations/Internal Control>Internal Control Statement Announcement]

  2. Those who entrust a certified public accountant to conduct a special audit of the internal control system shall disclose the certified public accountant's audit report: None.

85

(X) Important resolutions of the shareholders’ meeting and the Board of Directors during the most recent year and until the publication date of the annual report

1. Important resolutions of the annual shareholders meeting

Date Important resolution Resolution result
2024/05/28
Annual shareholders
meeting
1.
2023 annual business report and financial
statements
2.
To remove the restriction of non-compete
agreement of directors
3.
To handle cash capital increase and issuance of
common shares through private placement
1.
Approved by a resolution of the general
meeting of shareholders
2.
Approved to remove the restrictions of
non-compete agreement of Director Lin,
Jin-Bao, Independent Director Su, Yan-Syue
and Independent Director Wang,
Chuan-Fen.
3.
The company issued common stock through
cash capital increase in private placement.
The payment was completed on July 2,
2024, 25,000,000 common shares were
issued, and the change registration was
completed on August 26, 2024 (Letter No.
11330126290)

2. Important resolutions of the board of directors

Board
Date Important resolution Resolution result
meeting
2024/03/11 Board
meeting
1.
Accountants' internal control evaluation opinions,
the company's annual internal control
effectiveness self-assessment report and internal
control statement
2.
Undertaking of derivative financial product
3.
2023 the distribution of employees' compensation
and directors' compensation
4.
2023 annual business report and financial
statements
5.
2023 annual earnings distribution
6.
2023 annual accountant independence and
performance evaluation review
7.
To host 2024 annual general shareholders meeting
8.
Shareholders’ right to propose proposals accepted
by shareholders’ regular meeting
9.
To remove the restriction of non-compete
agreement of directors
10. To issue the 5th domestic conversion of unsecured
convertible corporate bonds into common shares,
to handle the registration of changes in share
capital in the fourth quarter of 2023
11. To entrust Deloitte Taiwan to conduct the
lighthouse factorymaturityassessment case

1.
Passed by all attending directors without objection
2.
Passed by all attending directors without objection
3.
Passed by all attending directors without objection
4.
Passed by all attending directors without objection
5.
Passed by all attending directors without objection
(NT$4.5 cash dividends per share)
6.
Passed by all attending directors without objection
7.
Passed by all attending directors without objection
and proposed to hold the annual shareholders
meeting on May 28, 2024
8.
Passed by all attending directors without objection.
9.
Except for the relevant directors who recused
themselves due to conflicts of interest, the
chairman of the board of directors consulted with
the remaining directors and approved the proposal
without objection.
10. Passed by all attending directors without objection
11. Passed by all attending directors without objection
2024/04/15 Board
meeting
1.
To handle cash capital increase and issuance of
common shares through private placement
2.
The amendment to the agenda of the 2024 annual
shareholders’ meeting
3.
The 5th domestic conversion of unsecured
convertible corporate bonds into common shares,
to handle the registration of changes in share
capital in the firstquarter of 2024
1.
Passed by all attending directors without objection
2.
Passed by all attending directors without objection
3.
Passed by all attending directors without objection

86

Board
Date Important resolution Resolution result
meeting
2024/05/06 Board
meeting
1.
Undertaking of bank credit extensions and
derivative financial commodities
2.
Q1 / 2024 financial statements
3.
Remittance of earnings of china subsidiaries
4.
TXC (NGB) Capacity Expansion
1.
Passed by all attending directors without objection
2.
Passed by all attending directors without objection
3.
Passed by all attending directors without objection
4.
Passed by all attending directors without objection
2024/06/20 Board
meeting
1.
The price setting and other related matters for the
company’s first private placement of common
shares in 2024
2.
Reviewed the 2023 employee remuneration and
director remuneration payment case
3.
The review of the manager’s salary adjustment
proposal
4.
The TXC Corporation information software and
hardware capacity expansion
5.
The appointment of senior managers of
Indonesian subsidiary PT TXC TECHNOLOGY
INDONESIA.
1.
Passed by all attending directors without objection
2.
Except for the relevant directors who recused
themselves due to conflicts of interest, the
chairman of the board of directors consulted with
the remaining directors and approved the proposal
without objection.
3.
Except for the relevant directors who recused
themselves due to conflicts of interest, the
chairman of the board of directors consulted with
the remaining directors and approved the proposal
without objection.
4.
Passed by all attending directors without objection
5.
Passed by all attending directors without objection
2024/08/05 Board
meeting
1.
Extension of bank credit period and undertaking
of derivative financial products
2.
Q2 / 2024 financial statements
3.
The 5th domestic conversion of unsecured
convertible corporate bonds into common shares,
to handle the registration of changes in share
capital in the second quarter of 2024
4.
The company’s 2023 ESG report
5.
TXC’s capital expansion
6.
TXC’s subsidiary TETC CORP. NINGBO
constructionprogress and capacityexpansion
1.
Passed by all attending directors without objection
2.
Passed by all attending directors without objection
3.
Passed by all attending directors without objection
4.
Passed by all attending directors without objection
5.
Passed by all attending directors without objection
6.
Passed by all attending directors without objection
2024/11/04 Board
meeting
1.
Extension of bank credit period and undertaking
of derivative financial products
2.
The change of the company’s certified accountant
and accountant’s independence assessment case
3.
Q3 / 2024 financial statements
4.
The company and its subsidiaries’ investment and
construction progress and capital increase case
5.
The company’s “Audit Committee” was renamed
as “Audit and Risk Committee” and the “Audit
and Risk Committee Organizational Rules” were
revised
6.
The amendments to some provisions of the
company's "Standards of Procedures for Board of
Directors"
1.
Passed by all attending directors without objection
2.
Passed by all attending directors without objection
3.
Passed by all attending directors without objection
4.
Passed by all attending directors without objection
5.
Passed by all attending directors without objection
6.
Passed by all attending directors without objection

87

Board
Date Important resolution Resolution result
meeting
2024/12/23 Board
meeting
1.
The company's 2024 performance bonus proposal
2.
The company's proposed donation to
TXC_FOUNDATION
3.
The proposal on the proportion of employee
remuneration and directors’ remuneration in the
2025 budget
4.
The 2025 annual accountant fee audit
5.
The capacity expansion plan of its subsidiary
TETC CORP. NINGBO
6.
2025 annual business plan and annual budget
7.
The establishment of the "Internal Control System
- Sustainable Information Management" proposal
8.
The revision of the “Internal Control
Self-Assessment Operating Procedures”
9.
The 2025 audit plan
10. The appointment of the company's "Internal Audit
Supervisor"
11. The company's operational risk management
policy and implementation procedures
12. The proposal for the appointment of senior
executives
1.
Except for the relevant directors who recused
themselves due to conflicts of interest, the
chairman of the board of directors consulted with
the remaining directors and approved the proposal
without objection
2.
Except for the relevant directors who recused
themselves due to conflicts of interest, the
chairman of the board of directors consulted with
the remaining directors and approved the proposal
without objectionPassed by all attending directors
without objection.
3.
Passed by all attending directors without objection
4.
Passed by all attending directors without objection
5.
Passed by all attending directors without objection
6.
Passed by all attending directors without objection
7.
Passed by all attending directors without objection
8.
Passed by all attending directors without objection
9.
Passed by all attending directors without objection
10. Passed by all attending directors without objection
11. Passed by all attending directors without objection
12. Passed by all attending directors without objection
2025/03/10 Board
meeting
1.
The accountant's internal control assessment
opinion, the company's annual self-assessment
report on the effectiveness of the internal control
system, and the internal control system statement.
2.
Undertaking of derivative financial products
3.
The distribution of 2024 employees'
compensation and directors' compensation
4.
2024 Business Report and Financial Statements
5.
2024 Earnings Distribution
6.
2024 Annual Accountant Independence and
Performance Evaluation Review
7.
To host 2025 Annual General Shareholders
Meeting
8.
To elect eleven Directors (including four
independent directors)
9.
Shareholders’ right to propose proposals accepted
by shareholders’ regular meeting
10. To remove the restriction of non-compete
agreement of directors
11. To Revise the ""Articles of Incorporation""
12. The amendments to some important internal rules
of the Company.
13. Review the appointment of senior executives.
14. The reassignment of the legal representative of the
mainland subsidiary.

1.
Passed by all attending directors without objection
2.
Passed by all attending directors without objection
3.
Passed by all attending directors without objection
4.
Passed by all attending directors without objection
5.
Passed by all attending directors without objection
(NT$5.2 cash dividends per share)
6.
Passed by all attending directors without objection
7.
Passed by all attending directors without objection
(to be held on May 27, 2025)
8.
Passed by all attending directors without objection
9.
Passed by all attending directors without objection
10. Passed by all attending directors without objection
11. Passed by all attending directors without objection
12. Passed by all attending directors without objection
13. Passed by all attending directors without objection
14. Except for the relevant directors who recused
themselves due to conflicts of interest, the
chairman of the board of directors consulted with
the remaining directors and approved the proposal
without objectionPassed by all attending directors
without objection.

(XI) Main content of recorded or written statements of dissenting opinions filed by directors or supervisors in connection with important resolutions passed by the board of directors in recent years up to the publication date of the annual reports: None.

88

(XII) The financial people obtained the relevant license specified by the competent authority

Name of the Lisense Number of people
The Institute of Internal Auditors-Internal Auditors 1
Ministry of Examination-Accountant 1
Ministry of Examination -bookkeeper 2
PMI-PMP Project Manager 3
Securities & Futures Institute -Stock Affairs Staff 1
Securities & Futures Institute -Securities Salesperson 1
Securities & Futures Institute -Futures Merchant Salesperson 2
Securities & Futures Institute -Junior Associate 1
Securities & Futures Institute-Corporate Governance Basic Ability Test 2

IV. Information on CPA fees

Unit NT$1,000

Accounting

Accountant
Audit Period Auditing Fees Non-Auditing Fees
Total
Remark
Firm
Deloitte
& Touche
Hsieh, Ming-Chung
January 1, 2024 ~
June 30, 2024
3,830 2,052 5,882 Note1
Su, Yu-Hsiu
Hsieh,Ming-Chung July 1, 2024 ~
December 31,2024
Peng,Yi-Hua

Note 1: The accounting firm made internal adjustments and replaced the visa accountant. Note 2 :The non- auditing fees include project consulting at NT$1,600,000 , tax visa at NT$450,000 , and business registration at NT$2,000 .

  • (I) The amount, ratio and reasons for the decrease in auditing fees shall be disclosed if there is a change in accounting firm and the auditing fees in the year of such change is less than the auditing fees in the previous year: None.

  • (II) The amount, ratio and reasons for the decrease in auditing fees shall be disclosed if the auditing fees was decrease by more than 10% comparing to that of in the previous year: None.

89

V. Information on change of accountant’s information:

(I) About the former accountant:

Replacement Date Approved by the Board of Directors on November 4, 2024 Approved by the Board of Directors on November 4, 2024 Approved by the Board of Directors on November 4, 2024 Approved by the Board of Directors on November 4, 2024 Approved by the Board of Directors on November 4, 2024
The accounting firm underwent internal adjustments, with the
certifying accountants changed from Mr. Hsieh, Ming-Chung and
Ms. Su,Yu-Hsiu toMr.Hsieh,Ming-Chung andMr.Peng,Yi-Hua.
Reasons and explanations
for replacement
Party
Situation

Accountant
Appointed by
Indicates that the client or Voluntary termination
of mandate
V NA
accountant terminates or
does not accept the

appointment
No longer accept
(continue) the
appointment
NA NA
Audit report opinions other None
than unqualified opinions
issued within the last two
years and the reasons

therefor
Yes Accounting principles orpractices
Disclosure of financial reports
Audit scope or steps
Any disagreement with the
Other

issuer?
No V
Explanation
Other Disclosures None
(Those who should be
disclosed in accordance
with Article 10, Paragraph

6, Item 1, Section 4 to Item
1, Section 7 of these
Regulations)

(II) Regarding the successor accountant:

Regarding the successor accountant:
Firm name DeloitteToucheTohmatsu CPA Ltd.
Accountantname Peng,Yi-Hua CPA
November 4, 2024,
approved by theBoard of Directors
Date of appointment
Pre-appointment accounting for specific None

transactions treatment methods or
accounting principles and possible
opinions on financial reports consultation
items andresults
Successor accountant to former None
accountant written opinions on matters of
dissent

(III) Reply from the former CPA regarding items 1 and 2-3 of Article 10, paragraph 6 of

these Standards: Not applicable.

90

VI. Where the company’s chairman, general manager or any officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of is CPA or at an affiliated enterprise of the accounting, the name and position of the person and the period during which the position was held, shall be disclosed: None.

VII. Any transfer of shareholdings and changed equity pledge from the directors, managers and shareholder(s) holding more than 10% of the shares during the most recent year and as of the publication date of the annual report:

(I) Changes in the equity of directors, managers and major shareholders:

Please refer to the information reported by the Public Information Observatory

【 https://mops.twse.com.tw Single Company> Equity Change/Securities Issuance> Equity

Transfer Information Inquiry> Post-event Report Form for Insider Shareholding Change 】

(II) Information on equity transfer: None.

(III) Information on equity pledge where the counterparty of the pledge is a related party: None.

91

VIII. Information of relationships between TOP 10 shareholders are related parties:

March 29, 2025 Unit: shares

Name Own held shares Shares held by
spouse, children
under twenty (20)
years of age
Shares held by
spouse, children
under twenty (20)
years of age
Shareholdin
g in the
name of
others
Shareholdin
g in the
name of
others
Where the relationship
among the top 10
shareholders is a related
party, spouse, and/or a
relative by blood or
marriage within second
degree of kinship or
relationship, please specify
the name and relationship
Where the relationship
among the top 10
shareholders is a related
party, spouse, and/or a
relative by blood or
marriage within second
degree of kinship or
relationship, please specify
the name and relationship

Remark
Shares Shares (%) Shares Shares (%) Shares Shares (%) Name Relationship
WALSIN TECHNOLOGY
CORPORATION
Representative:
Jiao,You-Heng
34,242,000 9.98% 0 0% 0 0% INPAQ
TECHNO
LOGY
CO.,LTD.
Note
Fubon Life Insurance
Company Limited
Representative:
Lin,Fu-Xing
17,110,000 4.99% 0 0% 0 0% None None
KGI Taiwan Select High
Dividend 30 ETF Fund
Account
15,880,000 4.63% 0 0% 0 0% None None
Taipei Fubon Commercial
Bank Co., Ltd. is entrusted
to keep the Fuhua Taiwan
Technology High Interest
ETF Securities Investment
Trust Fund Special
Account
12,384,000 3.61% 0 0% 0 0% None None
Chunghwa Post Co., Ltd.
Representative:
Wang,Kwo-Tsai
8,759,000 2.55% 0 0% 0 0% None None
Hua Nan Commercial
Bank is entrusted to keep
the Yuanta Taiwan Value
High Yield ETF Securities
Investment Trust Fund
special account
7,633,000 2.23% 0 0% 0 0% None None
KGI Life Insurance
Company Limited
Representative:
Wang,Ming-Yang
7,413,000 2.16% 0 0% 0 0% None None
INPAQ TECHNOLOGY
CO., LTD.
Representative:
Chen Pei-Zhen
6,770,000 1.97% 0 0% 0 0% WALSIN
TECHNO
LOGY
CORPOR
ATION
Note
Cathay Life Insurance Co.,
Ltd.
Representative:
Hsiung,Ming-he
6,450,000 1.88% 0 0% 0 0% None None
Lin, Jin-Bao 5,847,263 1.70% 163 0% 0 0% None None

Note : INPAQ TECHNOLOGY CO., LTD. is a subsidiary of WALSIN TECHNOLOGY CORPORATION that uses the equity method for valuation.

92

Top 10 Shareholder Major Shareholders of the Juristic Person
WALSIN TECHNOLOGY CORPORATION
Representative: Chiao, Yu-Heng
Walsin Lihwa Corporation (18.30%)
HannStar Board Corporation (7.88%)
Global Brands Manufacture Ltd. (3.53%)
Walton Advanced Engineering, Inc. (2.75%)
Chiao, Yu-Heng (2.65%)
Citigroup (Taiwan) Commercial Bank entrusted with the custody of
Maybank Kim Eng Securities Sdn Bhd investment account (2.33%)
Giga Investment Co. (1.37%)
Chin-Xin Investment Co., Ltd (1.28%)
TSAI YI CORPORATION (1.11%)
Winbond Electronics Corporation(1.09%)
Fubon Life Insurance Company Limited
Representative: Lin, Fu-Xing
Fubon Financial Holdings Co., Ltd. (100%)
Chunghwa Post Co., Ltd.
Representative: Wang, Kwo-Tsai
Ministry of Transportation and Communications (100%)
KGI Life Insurance Company Limited
Representative: Wang, Ming-Yang
KGI Financial Holdings Co., Ltd. (100%)
INPAQ TECHNOLOGY CO., LTD.
Representative:Chen Pei-Zhen
Walsin Technology Corp. (34.76%)
Tai Feng Shi Co., Ltd. (5.24%)
Jia-Yuan Investment Co., Ltd. (1.79%)
Cheng, Dun-Ren (0.88%)
Lai, Guan-Zhou (0.80%)
J.P. Morgan Chase Bank, N.A., Taipei Branch, has
been appointed as the custodian for the investment
account of Central Short-Term Investment
Corporation (0.74%)
Wang, Nong-Fu (0.60%)
Citibank Taiwan Ltd. has been appointed as the custodian for the
investment account of UBS Europe SE. (0.57%)
Hong-Sheng Chen (0.55%)
Fu Kai Investment and Consultation Co.,Ltd.(0.55%)
Cathay Life Insurance Co., Ltd.
Representative: Hsiung, Ming-he
Cathay Financial Holdings (100%)

Note 1: The shareholding base date is April 15, 2024, which is the date when the transfer of shares will be stopped at the 2024 shareholders' meeting.

Note 2: The shareholding base date is April 16, 2024, which is the date when the transfer of shares will be stopped at the 2024 shareholders' meeting.

93

IX. The number of shares held by the company, the company’s directors, supervisors, managers, and businesses directly or indirectly controlled by the Company in the same joint venture, and the combined shareholding percentage

December 31, 2024 Unit: shares, %

Investees Investments of the
Company
Investments of the
Company
Investments of the directors,
supervisors, managers and their
investment in business which
they have direct or indirect
control of.
Investments of the directors,
supervisors, managers and their
investment in business which
they have direct or indirect
control of.
Comprehensive
investements
Comprehensive
investements
Shares Share (%) Shares Share (%) Shares Share (%)
TAIWAN CRYSTAL
TECHNOLOGY
INTERNATIONAL
LIMITED
42,835,294 100 - - 42,835,294 100
TXC TECHNOLOGY,
INC.
300,000 100 - - 300,000 100
TXC JAPAN
CORPORATION
2,100 100 - - 2,100 100
TAIWAN CRYSTAL
TECHNOLOGY (HK)
LIMITED
80,000 100 - - 80,000 100
TXC EUROPE GMBH 50,000 100 - - 50,000 100
TAI SHING
ELECTRONICS
COMPONENTS CORP.
8,802,000 33.34 3,203,500 12.14 12,005,500 45.48
TXC (NINGBO)
CORPORATION
- - 77,241,343 100 77,241,343 100
TXC (CHONGQING)
CORPORATION
- - 247,876,609 100 247,876,609 100
Chongqing All Suns
CompanyLimited
- - 150,000,000 100 150,000,000 100
Ningbo Beilun Jingyu
Trading Corporation
- - 2,500,000 100 2,500,000 100
Ningbo Meishan Free
Trade Port Area Ding Kai
Investment Management
CompanyLimited
- - 35,050,000 100 35,050,000 100
TETC CORP. NINGBO - - 150,000,000 100 150,000,000 100
PT TXC TECHNOLOGY
INDONESIA
- - 1,600,000 81.22 1,600,000 81.22
ChongQing Dingsen
Commercial Management
Co.,Ltd
- - 1,000,000 100 1,000,000 100
Shanghai JCH Co.,Ltd - - 500,000 100 500,000 100
Ningbo Longying
Semiconductor Co., Ltd
- - 2,400,000 29.37 2,400,000 29.37

Note: Equity investments of the Company.

94

Chapter 3 Capital Overview

I. Capital and Shares

(I) Source of Capital

1. Capitalization

March 29, 2025 Unit: Shares, NT$

Authorized Share Capital Paid-In Capital Remark
Capital
Year/
Increas
Issue
Month e by Other
Price
Shares Amount Shares Amount Source of Capital
Assets
(Approval document
Other no.)
Than
Cash
1983.12 10 310,000 3,100,000 310,000 3,100,000 Registered
capital
Nil -
1984.03 10 3,315,200 33,152,000 3,315,200 33,152,000 Capital increase
by cash
Nil -
1989.03 10 8,500,000 85,000,000 8,500,000 85,000,000 Capital increase
by cash
Nil -
1989.10 10 18,000,000 180,000,000 18,000,000 180,000,000 Capital increase
by cash
Nil -
1990.07 10 21,060,000 210,600,000 21,060,000 210,600,000 Capital increase
by cash, by capital
surplus

Nil
07/10/1990 (79)
Tai-Tsai-Cheng(1) no.
01530
1991.08 10 60,000,000 600,000,000 31,590,000 315,900,000 Capital increase
by cash, by
earnings, by
capital surplus
Nil 08/01/1991 (80)
Tai-Tsai-Cheng(1) no.
02111
1992.07 10 60,000,000 600,000,000 41,067,000 410,670,000 Capital increase
by earnings, by
capital surplus
Nil 07/07/1992 (81)
Tai-Tsai-Cheng(1) no.
01518
1993.07 10 60,000,000 600,000,000 47,300,000 473,000,000 Capital increase
by earnings
Nil 07/14/1993 (82)
Tai-Tsai-Cheng(1) no.
30047
1994.07 10 60,000,000 600,000,000 51,557,000 515,570,000 Capital increase
by earnings, by
capital surplus
Nil 07/07/1994 (83)
Tai-Tsai-Cheng(1) no.
31774
1995.06 10 60,000,000 600,000,000 55,681,560 556,815,600 Capital increase
by earnings
Nil 06/22/1995 (84)
Tai-Tsai-Cheng(1) no.
36958
1996.09 10 100,000,000 1,000,000,000 75,681,560 756,815,600 Capital increase
by cash
Nil 09/05/1996 (85)
Tai-Tsai-Cheng(1) no.
53631
2000.09 10 100,000,000 1,000,000,000 82,201,820 822,018,200 Capital increase
by earnings
Nil 09/06/2000 (89)
Tai-Tsai-Cheng(1)
no.5237
2001.07 10 260,000,000 2,600,000,000 110,348,515 1,103,485,150 Capital increase
by earnings
Nil 05/14/2001 (90)
Tai-Tsai-Cheng(1) no.
129296
2001.08 10 260,000,000 2,600,000,000 120,348,515 1,203,485,150 Capital increase
by cash
Nil 06/12/2001 (90)
Tai-Tsai-Cheng(1)
no.135132
2002.09 10 260,000,000 2,600,000,000 137,673,100 1,376,731,000 Capital increase
by earnings, by
capital increase
Nil 08/21/2002 (91)
Tai-Tsai-Cheng(1) no.
0910146351
2003.08 10 260,000,000 2,600,000,000 144,140,534 1,441,405,340 Capital increase
by earnings
Nil 08/12/2003
Tai-Tsai-Cheng(1) no.
0920136359
2004.08 10 260,000,000 2,600,000,000 151,810,534 1,518,105,340 Convertible
bonds, exercise of
employee stock
options
Nil 08/18/2004
Ching-Shou-Shang-Zi
no. 09301157450
2004.10 10 260,000,000 2,600,000,000 160,779,678 1,607,796,780 Capital increase
by earnings
Nil 10/13/2004
Ching-Shou-Shang-Zi
no.09301188710
2004.10 10 260,000,000 2,600,000,000 160,784,678 1,607,846,780 Convertible bonds
Nil
10/19/2004
Ching-Shou-Shang-Zi
no. 09301199790

95

Authorized Share Capital Paid-In Capital Remark
Capital
Year/
Increas
Issue
Month e by Other
Price
Shares Amount Shares Amount Source of Capital
Assets
(Approval document
Other no.)
Than
Cash
2005.05 10 260,000,000 2,600,000,000 163,133,882 1,631,338,820 Convertible bonds
Nil
05/03/2005
Ching-Shou-Shang-Zi
no. 09401077580
2005.07 10 260,000,000 2,600,000,000 168,068,138 1,680,681,380 Convertible
bonds. exercise of
employee stock
options
Nil 07/25/2005
Ching-Shou-Shang-Zi
no. 09401135020
2005.09 10 260,000,000 2,600,000,000 178,181,410 1,781,814,100 Capital increase
by earnings
Nil 09/23/2005
Ching-Shou-Shang-Zi
no. 09401185020
2005.10 10 260,000,000 2,600,000,000 181,557,883 1,815,578,830 Convertible
bonds, exercise of
employee stock
options
Nil 10/20/2005
Ching-Shou-Shang-Zi
no. 09401207340
2006.01 10 260,000,000 2,600,000,000 186,198,661 1,861,986,610 Convertible
bonds, exercise of
employee stock
options
Nil 01/23/2006
Ching-Shou-Shang-Zi
no. 09501010180
2006.03 10 260,000,000 2,600,000,000 188,908,827 1,889,088,270 Convertible
bonds, exercise of
employee stock
options
Nil 04/17/2006
Ching-Shou-Shang-Zi
no. 09501068450
2006.07 10 260,000,000 2,600,000,000 188,942,532 1,889,425,320 Convertible bonds
Nil
07/20/2006
Ching-Shou-Shang-Zi
no. 09501152420
2006.09 10 300,000,000 3,000,000,000 203,711,768 2,037,117,680 Capital increase
by earnings
Nil 09/04/2006
Ching-Shou-Shang-Zi
no. 09501198120
2006.10 10 300,000,000 3,000,000,000 204,815,282 2,048,152,820 Convertible
bonds, exercise of
employee stock
options
Nil 10/16/2006
Ching-Shou-Shang-Zi
no.09501232600
2007.01 10 300,000,000 3,000,000,000 205,698,282 2,056,982,820 Exercise of
employee stock
options
Nil 01/16/2007
Ching-Shou-Shang-Zi
no. 09601010470
2007.04 10 300,000,000 3,000,000,000 206,032,282 2,060,322,280 Exercise of
employee stock
options
Nil 04/14/2007
Ching-Shou-Shang-Zi
no. 09601078450
2007.07 10 300,000,000 3,000,000,000 206,624,577 2,066,245,770 Convertible bonds
Nil
07/27/2007
Ching-Shou-Shang-Zi
no. 09601180970
2007.08 10 300,000,000 3,000,000,000 230,739,719 2,307,397,190 Capital increase
by earnings
Nil 08/28/2007
Ching-Shou-Shang-Zi
no.09601210120
2007.10 10 300,000,000 3,000,000,000 240,243,456 2,402,434,560 Convertible bonds
Nil
10/22/2007
Ching-Shou-Shang-Zi
no. 09601258520
2008.01 10 300,000,000 3,000,000,000 241,552,590 2,415,525,900 Convertible bonds
Nil
01/29/2008
Ching-Shou-Shang-Zi
no. 09701022010
2008.01 10 300,000,000 3,000,000,000 241,552,590 2,415,525,900 Convertible bonds
Nil
01/29/2008
Ching-Shou-Shang-Zi
no. 09701022010
2008.04 10 300,000,000 3,000,000,000 241,627,148 2,416,271,480 Convertible bonds
Nil
04/11/2008
Ching-Shou-Shang-Zi
no. 09701087040
2008.08 10 300,000,000 3,000,000,000 242,464,833 2,424,648,330 Convertible bonds
Nil
08/05/2008
Ching-Shou-Shang-Zi
no.09701191720
2008.08 10 350,000,000 3,500,000,000 270,395,056 2,703,950,560 Capital increase
by earnings
Nil 08/28/2008
Ching-Shou-Shang-Zi
no. 09701819210
2008.11 10 350,000,000 3,500,000,000 271,698,090 2,716,980,900 convertible bonds Nil 11/17/2008
Ching-Shou-Shang-Zi
no. 09701293960
2009.09 10 400,000,000 4,000,000,000 287,312,523 2,873,125,230 Capital increase
by earnings
Nil 09/11/2009
Ching-Shou-Shang-Zi

96

Authorized Share Capital Paid-In Capital Remark
Capital
Year/
Increas
Issue
Month e by Other
Price
Shares Amount Shares Amount Source of Capital
Assets
(Approval document
Other no.)
Than
Cash
no. 0980120690
2009.11 10 400,000,000 4,000,000,000 287,340,930 2,873,409,300 Convertible bonds
Nil
11/11/2009
Ching-Shou-Shang-Zi
no. 09801260380
2010.01 10 400,000,000 4,000,000,000 288,727,249 2,887,272,490 Convertible bonds
Nil
01/26/2010
Ching-Shou-Shang-Zi
no. 09901016750
2010.04 10 400,000,000 4,000,000,000 290,907,037 2,909,070,370 Employee stock
options and
convertible bonds
Nil 04/21/2010
Ching-Shou-Shang-Zi
no. 09901078530
2010.09 10 400,000,000 4,000,000,000 296,665,178 2,966,651,780 Capital increase
by earnings
Nil 09/02/2010
Ching-Shou-Shang-Zi
no.09901199850
2010.11 10 400,000,000 4,000,000,000 297,183,178 2,971,831,780 Employee stock
options
Nil 11/18/2010
Ching-Shou-Shang-Zi
no. 099001257750
2011.04 10 400,000,000 4,000,000,000 296,305,178 2,963,051,780 Employee stock
options treasury
stock retired
Nil 4/15/2011
Ching-Shou-Shang-Zi
no. 100001075170
2011.07 10 400,000,000 4,000,000,000 296,316,207 2,963,162,070 Convertible bonds
Nil
7/26/2011
Ching-Shou-Shang-Zi
no. 100001171400
2011.08 10 400,000,000 4,000,000,000 302,242,310 3,022,423,100 Capital increase
by earnings
Nil 8/25/2011
Ching-Shou-Shang-Zi
no.100001197910
2013.01 10 400,000,000 4,000,000,000 309,757,040 3,097,570,400 Employee stock
options and
convertible bonds
Nil 1/17/2013
Ching-Shou-Shang-Zi
no.10201011600
2024.04 10 500,000,000 5,000,000,000 309,757,920 3,097,579,200 Convertible bonds
Nil
4/9/2024
Ching-Shou-Shang-Zi
no.11330043530
2024.05 10 500,000,000 5,000,000,000 309,767,602 3,097,676,020 Convertible bonds Nil 5/8/2024
Ching-Shou-Shang-Zi
no.11330070610
2024.08 10 500,000,000 5,000,000,000 334,767,602 3,347,676,020 Prive Placement Nil 8/26/2024
Ching-Shou-Shang-Zi
no.11330126290
2024.09 10 500,000,000 5,000,000,000 342,992,971 3,429,929,710 Convertible bonds Nil 9/6/2024
Ching-Shou-Shang-Zi
no.11330154360
  1. Types of Stock
March 29,2025 Unit: Share March 29,2025 Unit: Share March 29,2025 Unit: Share
Authorized Share Capital
Type of Stock Remarks
Listed (Note) Unlisted Total
Common Stock 342,992,971 157,007,029 500,000,000

Note The above-mentioned 25,000,000 private common shares will be counted until the transfer suspension date of March 29, 2025.

  1. Shelf Registration Related Information: N/A.

97

(II) List of Major Shareholders

Name(s), amount and proportion of shares held by shareholder(s) with shareholding ratios that accounted for more than 5% of the equity ratio or accounted for the top ten shareholders:

March 29, 2025 Unit: Person/Share/%

Shares
Major Shareholders
Shares Shares
(%)
1
WALSIN TECHNOLOGY CORPORATION.
2、
Fubon Life Insurance Company Limited
3、
KGI Taiwan Select High Dividend 30 ETF Fund Accoun
4、
Taipei Fubon Commercial Bank Co., Ltd. is entrusted to keep the Fuhua Taiwan Technology
High Interest ETF Securities Investment Trust Fund Special Account
5、 Chunghwa Post Co., Ltd.
6、 Hua Nan Commercial Bank is entrusted to keep the Yuanta Taiwan Value High Yield
ETF Securities Investment Trust Fund special account
7、
KGI Life Insurance Company Limited
8、
INPAQ TECHNOLOGY CO., LTD.
9、
Cathay Life Insurance Co., Ltd.
10、 Lin, Jin-Bao

34,242,000
17,110,000
15,880,000
12,384,000
8,759,000
7,633,000
7,413,000
6,770,000
6,450,000
5,847,263
9.98
4.99
4.63
3.61
2.55
2.23
2.16
1.97
1.88
1.70

(III) Company’s dividend policy and its current implementation status

  1. Dividend policy as defined in the articles of incorporation

If the company generates annual profit, no less than 3% of that profit will be provided to employees as a bonus in the form of cash or company shares, as determined by the board of directors. Receipients of this bonus will include company employees who fulfill certain conditions. The company must apportion a directors’ bonus of no greater than 2% of posted profit figures, following the board of directors’ decision. Employee and director bonuses are announced at the general meeting of shareholders. However, the company shall retain a portion of funds prior to incurring losses, the amount beyond which will be distributed as bonuses according to the aforementioned proportion.

If there is a surplus in the company's annual final accounts, in addition to paying taxes in accordance with the law, the loss should be made up first, and 10% should be withdrawn as the statutory surplus reserve. According to the provisions of laws and regulations or according to business needs, the special surplus reserve shall be set aside or reversed. If there is still a balance, it shall be combined with the accumulated undistributed surplus. The board of directors shall prepare a surplus distribution plan. Submit to the shareholders' meeting for a resolution on distribution.

In accordance with Article 240, Paragraph 5 of the Company Law, the Company authorizes the board of directors to distribute dividends and bonuses when two-thirds or more of the directors are present and a resolution is passed by more than half of the directors present or in accordance with Article 240 of the Company Law. As stipulated in Paragraph 1 of Article 1, all or part of the statutory surplus reserve and capital reserve shall be reported to the shareholders' meeting in the form of cash distribution.

The Company's dividend distribution policy is made in consideration of factors such as industry development being in a growth phase, long-term financial planning and shareholder cashflow

98

requirements. Therefore, the earnings available for distribution for that year, after allocation of the legal reserve and special reserve in accordance with the law, shall be distributed as provided in the previous paragraph. Of this, the cash dividend portion of shareholder dividends shall not be lower than 50% of total dividends. Specific dividend policy: Dividend payment over the years

Stock dividend Cash dividend Stock dividend
X/R
Year Cash
Retained Caital surlus
transactions
Shareholders’
Dividend earnings p p
transferred to
date
meeting date payment date payment date

transferred to
common stock
common stock
1999 0 0.8 0 2000/09/14 2000/05/13 N/A 2000/11/16
2000 0 2.9 0 2001/06/05 2001/04/26 N/A 2001/07/31
2001 0.2 0.8 0.5 2002/09/12 2002/05/30 2002/10/17 2002/11/27
2002 0.10222 0.4089 0 2003/09/09 2003/06/16 2003/10/16 2003/11/11
2003 0.2999 0.499901 0 2004/09/13 2004/06/24 2004/10/15 2004/11/12
2004 0.480681 0.480681 0 2005/08/31 2005/06/13 2005/10/21 2005/10/21
2005 0.99982162 0.59989298 0 2006/08/09 2006/06/15 2006/09/20 2006/09/20
2006 1.94210210 0.97105104 0 2007/08/09 2007/06/13 2007/09/20 2007/09/20
2007 1.98486059
0.9924303
0 2008/08/12 2008/06/13 2008/09/18 2008/09/18
2008 2 0.5 0 2009/08/24 2009/06/16 2009/09/30 2009/09/30
2009 1.99640807
0.1996408
0 2010/08/12 2010/06/15 2010/09/21 2010/09/21
2010 2.49990694 0.19999253 0 2011/08/03 2011/06/10 2011/09/09 2011/09/09
2011 2.2 0 0 2012/08/20 2012/06/13 2012/09/13 N/A
2012 2.2 0 0 2013/08/19 2013/06/19 2013/09/17 N/A
2013 2.2 0 0 2014/08/17 2014/06/18 2014/09/05 N/A
2014 2.5 0 0 2015/08/20 2015/06/16 2015/09/18 N/A
2015 2.5 0 0 2016/08/11 2016/06/07 2016/09/13 N/A
2016 2.8 0 0 2017/08/15 2017/06/08 2017/09/15 N/A
2017 2.5 0 0 2018/08/15 2018/06/05 2018/09/18 N/A
2018 2.0 0 0 2019/08/15 2019/06/12 2019/09/11 N/A
2019 2.5 0 0 2020/07/30 2020/06/09 2020/08/27 N/A
2020 3.8 0 0 2021/08/20 2021/07/20 2021/09/10 N/A
2021 7.5 0 0 2022/07/15 2022/05/31 2022/08/10 N/A
2022 7.0 0 0 2023/07/04 2023/05/30 2023/07/28 N/A
2023 4.5 0 0 2024/06/20 2024/05/28 2024/07/12 N/A
2024 5.2 0 0 Undetermined 2025/05/27 Undetermined
N/A

Although the company's articles of association do not specify the distribution ratio of the dividends of the

99

shareholders, the ratio of the distribution of the surplus of the preceding paragraph may be adjusted according to the relevant factors such as the actual pre-tax profit, capital budget and capital status of the year, and shall be handled after the resolution of the shareholders' meeting.

Estimated dividend distribution policy for the next three years

  • (1) Employee bonus is 9%~12%

  • (2) Directors' compensation is 1%~2%

The total dividend is based on more than 60% of the current year's profit (net of statutory surplus reserve) or not less than 30% of the total distributable surplus, and the cash dividend shall not be less than 50% of the total cash dividend and stock dividend.

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2. Suggested dividend appropriate in this shareholders’ meeting

Profit distribution for 2024

Unit NT$

Amount Amount
Item
Sub-total Sum
Beginning period undistributed profits 2,137,415,399
226,345
16,307,010



3,225,718,022
2,153,948,754
(215,394,875)
304,973,851
__
5,459,245,752
(1,783,563,449)
___
3,685,682,303
Net profit after tax for this year
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
Reserve the setting aside special reserve
Profits available for distribution
Distribution Item:
Cash Dividends (NT$5.2 per share)
End period of undistributed profits

Note: Allocation of 2024 undistributed profit shall be given priority for the above profit distribution.

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

  • (IV) The effect of the shareholder's proposed stock grants on the Company's business performance and earnings per share: N/A (The Company did not offer stock grants this time).

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(V) Employee bonus and rewards for directors and auditors

  1. The principle of surplus distribution in accordance with company regulations: If the company generates annual profit, no less than 3% of that profit will be provided to employees as a bonus in the form of cash or company shares, as determined by the board of directors. Receipients of this bonus will include company employees who fulfill certain conditions. The company must apportion a directors’ bonus of no greater than 2% of posted profit figures, following the board of directors’ decision. Employee and director bonuses are announced at the general meeting of shareholders. However, the company shall retain a portion of funds prior to incurring losses, the amount beyond which will be distributed as bonuses according to the aforementioned proportion.

If there is a surplus in the company's annual final accounts, in addition to paying taxes in accordance with the law, the loss should be made up first, and 10% should be withdrawn as the statutory surplus reserve. According to the provisions of laws and regulations or according to business needs, the special surplus reserve shall be set aside or reversed. If there is still a balance, it shall be combined with the accumulated undistributed surplus. The board of directors shall prepare a surplus distribution plan. Submit to the shareholders' meeting for a resolution on distribution.

In accordance with Article 240, Paragraph 5 of the Company Law, the Company authorizes the board of directors to distribute dividends and bonuses when two-thirds or more of the directors are present and a resolution is passed by more than half of the directors present or in accordance with Article 240 of the Company Law. As stipulated in Paragraph 1 of Article 1, all or part of the statutory surplus reserve and capital reserve shall be reported to the shareholders' meeting in the form of cash distribution.

The Company's dividend distribution policy is made in consideration of factors such as industry development being in a growth phase, long-term financial planning and shareholder cashflow requirements. Therefore, the earnings available for distribution for that year, after allocation of the legal reserve and special reserve in accordance with the law, shall be distributed as provided in the previous paragraph. Of this, the cash dividend portion of shareholder dividends shall not be lower than 50% of total dividends.

  1. Accountant procedures if a current period’s estimated employee dividend, the basis of director/supervisor bonus amounts and calculations for stock dividend figures differ from the amounts that are actually apportioned:

  2. (1) The basis of estimating the current period’s estimated employee bonus and director/sup bonus figures: please see the aforementioned (VI).1. Stock dividend policy.

  3. (2) The basis for calculating stock dividends apportions: if the company has not apportioned stock dividends during this period, please disregard.

  4. (3) Accounting procedures if the current period’s actual apportioned value differs from the estimated figures: when a significant change occurs to the dividend value approved by the board of directors, which adjustment is due to annual expenses. If the figure remains changed by the day of the general meeting of shareholders, the matter will be processed according to the updated accounting estimate, and amounts transferred onto accounts according to general meeting of shareholder decision.

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  1. Proposal by the Board of Directors for surplus distribution in 2024: As proposed by the Board of Directors on March 10, 2025 surplus distribution for employee bonus and directors’ compensation are as follows:

  2. (1) Propose to allocate employee bonus in cash amounting to NT$ 241,279,192 and directors’ compensation to NT$40,213,199. There is no difference between the planned allocation amount from expense for employee bonus and surplus in the 2024 financial statement. So, no adjustment for income and loss is required.

  3. (2) The proposed distribution of employee compensation (stocks) and its share of the net profit after tax and total employee compensation for the current period: N/A.

  4. (3) Propose to allocate employee bonus and directors’ compensation in accordance with par value setting earnings per share at: NT$6.55.

  5. The Company Board of Directors on surplus allocation in 2023:

  6. The actual surplus allocation of employee bonus and directors’ compensation is according to resolution adopted by the shareholders meeting on May 28, 2024.

  7. (1) Actual employee bonus and directors’ compensation in cash are respectively: NT$ 194,830,617 and NT$32,471,770.

  8. (2) No difference between the proposed allocation adopted by the Board of Directors and the resolution by shareholders meeting.

(VI) Buyback of Common Stock: None

103

II. Convertible Corporate Bond

  • (I) Corporate bond handling status

  • The 5[th] domestic unsecured convertible corporate bond of the Company matured and the principal was repaid on July 26, 2024. For related information, please refer to the Public Information Observation Station.

  • (II) Information on convertible corporate bonds: None.

  • (III) Exchange of corporate bond information: None.

  • (IV) Summary of the application for issuance of corporate bonds: None.

  • (V) Information on corporate bonds with warrants: None.

III. Preferred Shares None

IV. Issuance of Oversea Depositary Shares None

V. Status of Employee Stock Option Plan None

VI. Status of Employee Restricted Stock None

  • VII. Status of New Share Issuance in Connection with Mergers and Acquisitions: None

104

VIII. Financing Plans and Implementation

(I) 2024 Private Placement Common Stock

  1. Project Content

  2. (1) In order to introduce strategic partners to support long-term operational development, enrich working capital and strengthen financial structure, and taking into account the cost of raising funds and the timeliness and convenience of the introduction, the Company’s shareholders’ meeting on May 28, 2024, passed a resolution to conduct a private placement of common shares within a quota of no more than 25,000,000 shares in installments (a maximum of two installments) within one year from the date of the shareholders’ meeting resolution.

  3. (2) Contents of all previous change plans, reasons for the change, benefits before and after the change, and the date the change plans were submitted to the shareholders’ meeting: Not applicable.

  4. (3) Sources and use of funds:Fund application plan, estimated progress and possible benefits:

  5. A. Funding source

A. Funding source A. Funding source
Unit1000 shares/NT thousand
Subscriber Payment Subscribed Subscribed Total Subscription
Amount
(NT$ thousand)
Completion Shares Price
Date (1000 shares) (NT$/share)
WALSIN TECHNOLOGY
CORPORATION
July 2, 2024 20,800 93.50 1,944,800
INPAQ TECHNOLOGY
CO., LTD.
July 2, 2024 4,200 93.50 392,700
Total 25,000 - 2,337,500
  • B.Projects and estimated use of funds

The additional capital will be used to replenish working capital and repay bank loans.

  • C.Enter the public information observation station date

    • a. Within two days from the date of the board resolution: April 15, 2024

    • b. Within two days of the actual pricing date: June 20, 2024

    • c. Within 15 days after the payment of share capital or price is completed: July 2, 2024

  • Implementation:

The funds raised were NT$2,337,500,000, which were used to replenish working capital and repay bank loans, and were fully executed in the third quarter of 2024.

  1. Expected benefits to be achieved:

  2. The private placement funds will be used to replenish working capital and repay bank loans, enhance the company's competitiveness, improve operational efficiency and strengthen the effectiveness of the financial structure, which will have a positive impact on shareholders' equity. For financial structure analysis, please refer to Annual Report V, Financial Status and Financial Performance Review and Analysis, and Risk Issues.

(II) The previous cash capital increase plan and its implementation: None

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Chapter 4 Business Information

I. Business Contents

(I) Business Scope

  • (1). Major Business Contents

TXC Corporation is a professional supplier of frequency control components. Since its establishment in 1983, it has been committed to the research and development, design, production and sales of quartz component series products, specializing in the production of high-precision, high-quality quartz crystal resonators (Crystal Units), crystal oscillators (Crystal Oscillators).

Related product solutions can be widely used in all fields of the technology ecosystem, including Automotive/EV, 5G Advanced (AI Infrastructure), Datacom (AI Server, Switch, Super NIC & Optical Module), AIoT (Mobile Communication, Computing & Networking) and other key application markets.

The company has always maintained strategic layouts such as strengthening technological advantages, innovative R&D, vertically integrated production models, global supply chain services, international certification and quality management to meet customers' more diverse and high-end product needs, and comprehensively expand its core competitive advantages in the global frequency control component market with the goal of enhancing customer value.

==> picture [407 x 163] intentionally omitted <==

(2). Business Proportions

==> picture [443 x 124] intentionally omitted <==

2024 sales revenues NTD 12,672,258 thousands 2023 sales revenues NTD 10,850,402 thousands

106

(3). Company’s current products

Product
Type
Type Product Size Product Picture
Crystal
Units
SMD Glass Sealing Crystals 3.2 x 2.5mm2.0 x 1.6mm
SMD Seam Sealing Crystals 3.2 x 2.5mm2.5 x 2.0mm
2.0 x 1.6mm1.6 x 1.2mm
SMD AuSn Sealing Crystals 1.6 x 1.2mm1.2 x 1.0mm
1.0 x 0.8mm
SMD Seam
Temperature Sensing Crystals (TSX)
2.5 x 2.0mm2.0 x 1.6mm
1.6 x 1.2mm1.2 x 1.0mm
SMD kHz Crystals (Tuning Fork) 3.2 x 1.5mm2.0 x 1.2mm
1.6 x 1.0mm1.2 x 1.0mm
Crystal
Oscillators
SMD Crystal Oscillators (CMOS) 5.0 x 3.2mm3.2 x 2.5mm
2.5 x 2.0mm2.0 x 1.6mm
1.6x 1.2mm
SMD Crystal Oscillators (Differential) 7.0 x 5.0mm5.0 x 3.2mm
3.2 x 2.5mm2.5 x 2.0mm
2.0x 1.6mm
SMD kHz Crystal Oscillators 3.2 x 2.5mm2.5 x 2.0mm
2.0 x 1.6mm1.6 x 1.2mm
SMD Voltage Controlled
Crystal Oscillators (VCXO)
7.0 x 5.0mm5.0 x 3.2mm
3.2 x 2.5mm
Oven Controlled
Crystal Oscillators (OCXO)
14 x 9 mm(SMD type)
9.7x 7.5mm (SMD type)
7.0 x 5.0 mm(SMD type)
5.0x3.2mm(SMD type)
SMD Temperature Compensated
Crystal Oscillators (TCXO)
2.5 x 2.0mm2.0 x 1.6mm
1.6 x 1.2mm
Precise SMD Temperature
Compensated Crystal Oscillators
(TCXO Stratum-3)
7.0 x 5.0mm (4/10 Pad)
5.0 x 3.2mm (6/10 Pad)
Automotive Glass Sealing Crystal / Seam Sealing
Crystal /XO/TCXO /TSX/kHz Crystal
Oscillators/ kHz Crystals (Tuning Fork)
8.0 x 4.5mm5.0 x 3.2mm
3.2 x 2.5mm3.2 x 1.5mm
2.5 x 2.0 mm2.0 x 1.6 mm
1.6 x 1.2 mm

(4). Scheduled new products development

According to the development strategy and market demand, the company will continue to invest in research and development resources, actively develop new technologies, and take "miniaturization, high stability, and modularization" as the product development policy to expand market share in high-end applications and high value-added products Rate. And based on the company's core technology, develop horizontally and actively enter the fields of optics,

107

micro-electromechanical, medical electronics and automotive electronics. Facing the rapid changes and fierce competition in the domestic and foreign markets, the company has formulated the following new product development priorities:

  • i. Development of miniaturized products Pursuing product leadership and continuing to take root in quartz component technology, we have successfully mass-produced the smallest 1.0x0.8x0.30mm quartz crystal component currently on the market and achieved the highest market share. We are actively developing 0806 extremely miniaturized products, technology layout and ultra-high frequency (> 300 MHz) quartz crystal components to meet future product miniaturization trends, 5G advanced and AI-related needs; simultaneously and continuously develop higher-precision process technology to achieve the pre-layout of its own engineering technology to achieve high cost performance, low energy consumption, Product development with high seismic resistance and large bandwidth span.

  • ii. Development of automotive electronics products The company has obtained IATF-16949 quality operating system certification and completed the ISO 9001/IATF 16949-2016 version conversion. Our products continue to move towards the highest quality and reliability of Grade 0 in terms of technology, safety, quality and other aspects. Currently, the products developed are: Miniature wide temperature range temperature compensated quartz oscillator (TCXO), miniaturized wide temperature range quartz oscillator (XO), miniaturized high frequency quartz oscillator (HF XO) are suitable for Grade 0 quartz crystal components, etc. to prepare for the future Growth momentum of automotive electronics products.

  • iii. Development of advanced crystal vibrator and oscillator and module products With the promotion of emerging technologies such as AI, 5G Advanced, and 6G, quartz oscillators will play an important role in more fields. The company will continue to invest in the development of high-end oscillators to meet the following needs. In mobile communication applications, we continue to focus on the development of miniaturized, high-stability, and low-voltage temperature-compensated quartz oscillator (TCXO) products to meet the requirements of the new generation of millimeter wave/GNSS technology; in network communication equipment applications, the equipment in this field needs to be equipped with optical communication modules/NIC to meet the requirements of high-speed data transmission, so high-frequency, small and high-stability oscillators (XO) are also the focus of the company's development investment; in base stations and AI applications, low noise, high stability, high temperature resistance, vibration resistance, airtightness, miniaturization, Holdover performance and power saving requirements need to be met, and the corresponding product development such as miniaturized temperature-controlled oscillator module (OCXO), high-stability temperature-compensated quartz oscillator (S3-TCXO) and high-frequency oscillator (HF XO) AOM (Advanced Oscillator Module) will continue to invest in order to meet the development of next-generation communication technology applications.

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iv. Development trend of future terminal application products

==> picture [397 x 262] intentionally omitted <==

(II) Industry Overview

  • (1). Current industry status and development

In response to the rapid development of the industry in the new era of 5G advanced, communication, in order to meet the design trend of mobile terminals and intelligent electronic products, the design trend is toward integration, high-function computing, and multi-processing. Short, small, precise and thin have become the development trend of the integration level of quartz crystal components. Due to the development and progress of production technology, microelectronics technology has laid a good technical foundation for the miniaturization of intelligent electronic products, mobile terminals and other products. In addition, the design and application of the micro-electromechanical system also provides technical reference and technical inspiration for the processing of quartz crystal raw materials, and accelerates the development of quartz crystal components to miniaturization and high precision.

In the past, the production of high-end quartz crystal components and their raw materials was mainly concentrated in Japan, Europe, America and other places. However, the production enterprises of quartz crystal components in Taiwan and mainland China have developed rapidly in recent years. Through technological transformation, various enterprises have improved their technical level and production scale. Process technology and product quality have kept pace with Japanese, European and American companies or even advanced. The comparison of the regional competitive advantages of major quartz component suppliers is as follows:

109

European, USA Japanese Taiwanese China
Key element
manufactures manufactures manufactures manufactures
Frequency Veryhigh Veryhigh Veryhigh -Middle Middle-Low
Precision Veryhigh Veryhigh Veryhigh -Middle Middle-Low
Size Middle-Low Veryhigh Veryhigh -Middle Middle-Low
Capacity Low Veryhigh-Middle Veryhigh -Middle Middle-Low

For Taiwanese manufacturers, in the early days, they followed market development and directly purchased raw materials, equipment, and manufacturing processes to produce products in large quantities, and emphasized rapid listing. Recently, they have gradually internalized technology into their own capabilities and improved them through the improvement of equipment and manufacturing capabilities. At present, manufacturers with relatively large scale of production of quartz components in China are TXC Corporation, HARMONY ELECTRONICS CORP, SIWARD CRYSTAL TECHNOLOGY CO., LTD TAITIEN ELECTRONICS CO., LTD., TAI-SAW TECHNOLOGY CO.,LTD., HOSONIC ELECTRONIC CO., LTD., AKER TECHNOLOGY CO ., LTD Each manufacturer focuses on different products and The market is differentiated, and the company's products have the widest application layout, the largest business scale, and the highest market share, and it occupies a leading position in the quartz crystal industry.

110

  • (2). Market relationship of up, middle, and down stream companies

  • Crystal components are our major product and it is also the basic electronics parts. Our upstream industries include crystal growth, material manufacturing, and precision machinery. The downstream applications include information technology, wire and wireless communications, consumer electronics, and network products etc. The relationship between the up, middle, and downstream manufacturers is given in the below diagram:

Upstream suppliers

  • ‧ Crystal growth- Manufacturing man-made crystals

  • ‧ Materials manufacturing- Crystal bar, wafer/crystal disk、metal and cermic package materials(top

  • cover、base cover)、plastic、 IC…

  • ‧ precision machinary- cleaning/plating、fine tuning/package、 examing/testing

  • (photo-mask manufacturing、 vaccum plating machine、 yellowish light plating equipments、testing

  • instruments、jug &fixture…) (3

==> picture [384 x 282] intentionally omitted <==

----- Start of picture text -----

Potential entrants
‧ Electronics components channels
‧ Other non frequency electronics
components manufacturers
Downstream clients
‧ Mobile computing
‧ Mobile communication
Manufacturers of Crystal industry
‧ crystal gridding ‧ Basestation and equipments
‧ circuit design industry
‧ crystal/oscillator ‧ Wireless Module industry
package ‧ Consumer electronics
‧ crystal/oscillator industry
testing ‧ Automotives electronics
industry
‧ Medical electronics industry
----- End of picture text -----

Substitutes

  • . Silicon Timing Devices

  • .Self-stimulated LC Variable frequency filter,、 oscillator

  • . Dielectric Resonance (DR Oscillator)

  • . FilmBody Accoustic (FBAR)

  • . MEMS technooogy (MEMS)

  • .Green Clock

(3). Development Trend of Crystal Industry

Quartz component products are important components of electronic products. In order

to match the vigorous development and trend of future terminal applications, its future product type, product precision and size will develop towards the following trends:

(a). Miniaturization, SMD trend

The goal of miniaturization will focus on the development of technologies such as single chip IC, chip design and manufacturing, packaging and testing; taking SMD type frequency

111

components as an example, the current length and width dimensions have been developed from 3.2 × 2.5mm, 2.5 × 2.0mm, 2.0 × 1.6mm, and then to 1.6 × 1.2mm, 1.2 × 1.0mm, 1.0 × 0.8mm, or even smaller 0.8 × 0.6mm; the height of the components has also been from 1.2mm, 0.9mm, 0.8mm, 0.7mm, 0.5mm to 0.35mm , 0.30mm, 0.25mm improvement. In addition to the size reduction achieved by SMD packaging, it can also be connected with the industrial chain of downstream customers; including the technology development trend of front-end chipset, product design trend of brand customers and SMT production of related customers, etc., and all can achieve adaptation.

  • (b). High frequency low noise, high precision and high stability oscillator module

  • 5G advanced wireless communication system is mainly composed of RRU or AAU, front-haul network, BBU or CU/DU, back-haul network, core network and access network. High frequency and low noise: through the high frequency basic wave crystal matching etching technology autonomously developed by our company, we have completed the development of high frequency (> 200MHz) and low noise crystal oscillator (XO) and voltage controlled crystal oscillator (VCXO) to meet the requirements of 5G+ communication optical module and RF system.

High precision: the TCXO with high precision (+ / - 100ppb) and high temperature (- 40 ~ 105 ° C) is developed to meet the needs of 5G+ AAU requirements through the customized dual circuit temperature compensation circuit and low disturbance quartz crystal matching customized temperature compensation algorithm.

High stability: the first constant temperature crystal oscillator (OCXO) in the industry is completed through the innovative patented embedded ceramic heater packaging technology, surface mounted SC-cut crystal and customized temperature control circuit. This product has the advantages of miniaturization (9.7×7.5mm), and is especially suitable for providing the synchronous system of the basic frequency unit.

Based on the evolution of various high-speed transmission systems, the corresponding frequency components move towards the direction of high frequency, modularization, high precision and high stability. We have developed all kinds of oscillator modules through our own packaging, resonators and customized IC technologies, which is conducive to the simplification of customer circuit design to meet the performance requirements of 5G advanced applications.

(4). Competition Situation

Faced with the long-term competitive environment of the frequency component industry, with the application trend of 5G Advanced and AIoT high-frequency, high-stability, high-temperature, and ultra-miniaturized products, each manufacturer is limited by technical capabilities. The frequency component manufacturers with the capacity and ability to provide 5G Advanced and AIoT products are concentrated in the top five industries. Therefore, the frequency component industry is expected to accelerate the situation of the big getting bigger with the continuous development of 5G Advanced and AIoT industries, and 5G Advanced and AI will drive the transformation of the industrial ecosystem.

However, products with high stability, high temperature and ultra miniaturization are in urgent need of rigorous product design and stringent production conditions, including investment and preparation of special production equipment are a test of the R & D and

112

manufacturing capabilities of manufacturers, especially the ability to optimize cost structure. The marketing team of the company has linkws to reference designs of various front-end IDH manufacturers and grasped the trend of production materials, market supply and demand, long-term operation and cultivation of clients, which has made the prices return to a reasonable level, to promote the company to build a reasonable profit, and improve the health of the industrial chain.

  1. Technology and Recent Research and Development

  2. (1) Ratio of R&D expense of total revenue during recent years up to December 31, 2024

Units NT$ 1,000 %

Year 2023 2024
Net Revenue (Note) 10,827,498 12,658,408
R&D expense 950,460 1,080,925
R&D Expense/Net Revenue (%) 8.78 8.54

(2) Research and Development Results

1、 SMD 3.2 x 2.5 mm Crystal for Networking, Infra, Automotive
2、 SMD 2.5 x 2.0 mm Crystal for Networking, Infra, Automotive
3、 SMD 2.0 x 1.6 mm Crystal for Mobile, Wearable, IoT, Networking, Infra, Automotive
4、 SMD 1.6 x 1.2 mm Crystal for Mobile, Wearable, IoT, Networking, Infra, Automotive
5、 SMD 1.2 x 1.0 mm Crystal for Mobile, Wearable, IoT, Networking
6、 SMD 1.0 x 0.8 mm Crystal for Mobile, Wearable, IoT, UWB
7、 SMD 2.5 x 2.0 mm TSX for Mobile, Automotive
8、 SMD 2.0 x 1.6 mm TSX for Mobile, Wearable, Automotive, UWB
9、 SMD 1.6 x 1.2 mm TSX for Mobile, Wearable, Automotive
10 SMD 1.2 x 1.0 mm TSX for Mobile, Wearable
Products
development -
Crystal Units
1、
SMD Seam XO 2.0 x 1.6 mm 2~80 MHz
2、
SMD Seam XO 1.6 x 1.2 mm 2~80 MHz
3、
SMD 1.6 x 1.2 mm Oscillator for Automotive
4、
SMD 7.0 x 5.0 mm Oscillator for Differential Output Oscillator for Telecom
5、
SMD 5.0 x 3.2 mm Oscillator for Differential Output Oscillator for Telecom
6、
SMD 2.5 x 2.0 mm Oscillator for Differential Output Oscillator for Telecom
7、
SMD 2.5 x 2.0 mm Oscillator for Automotive
8、
SMD 2.0 x 1.6 mm Oscillator for Automotive
9、
SMD 7.0mm x 5.0mm High Frequency XO/VCXO (2.1GHz) for Base SMD 3.2 x 2.5 mm Crystal
for Mobile, Station, Networking, Infrastructure
10、 SMD 5.0mm x 3.2mm High Frequency XO/VCXO (2.1GHz) for Base Station, Networking,
Infrastructure
11、 SMD 3.2mm x 2.5mm High Frequency XO/VCXO (2.1GHz) for Base Station, Networking,
Infrastructure
12、 SMD 5.0 x 3.2 mm Stratum-3 VC-TCXO for 5G AAU, Small-cell, Networking Infrastructure
13、 SMD 5.0 x 3.2 mm Stratum-3 VC-TCXO with high temperature and low phase noise for Base Station
14、 SMD 3.2 x 2.5 mm HFF VCXO for Base Station, Networking, Infrastructure
15、 SMD 3.2 x 2.5 mm TCXO for GPS and Mobile
16、 SMD 2.5 x 2.0 mm TCXO for GPS and Mobile
17、 SMD 2.0 x 1.6 mm TCXO for GPS and Mobile
18、 SMD 1.6 x 1.2 mm TCXO for GPS and Mobile
19、 SMD 1.6 x 1.2 mm Low Profile TCXO for GPS and Mobile SIP Module
Products
development -
Crystal
Oscillators

113

20、 SMD 3.2 x 2.5 mm TCXO for Automotive
21、 SMD 2.5 x 2.0 mm TCXO for Automotive
22、 SMD 2.0 x 1.6 mm TCXO for Automotive
23、 SMD 7.0 x 5.0 mm Stratum-3 TCXO with high temperature and low phase noise for 5G AAU,
Small-cell, Networking Infrastructure
24、 SMD 7.0 x 5.0 mm Stratum-3 TCXO for Base Station, Small-cell, Networking Infrastructure
25、 RTC 10.1 x 7.4 mm for smart utilities devices, electric meters, gas meters
26、 SMD 1.6 x 1.2 mm 32k TCXO for wearable device
27、 SMD7.0 x5.0mm Miniaturized Oven-Controlled Crystal Oscillator for 5G RRHs, Small Cells
28、 SMD 9.7 x 7.5mm Miniaturized Oven-Controlled Crystal Oscillator for telecommunication,
stratum-level and base-station
29、 SMD 5 x 3.2 mm Miniaturized Oven-Controlled Crystal Oscillator for 5G RRU, Small Cells, and
TSN
30、 SMD 14 x 9 mm Miniaturized Oven-Controlled Crystal Oscillator for 5G BBU, DU, and CU
31、 SMD 3.2 x 2.5 mm Oscillator for Automotive
32、 SMD Seam XO 2.5 x 2.0 mm 1~160 MHz
33、 SMD Seam XO 3.2 x 2.5 mm 1~160 MHz
34、 SMD Seam XO 5.0 x 3.2 mm 1~160 MHz
35、 SMD Seam XO 2.5 x 2.0 mm 60~80 MHz (Ultra Low Phase Noise)
36、 SMD 2.0 x 1.6 mm Differential Output Oscillator
37、 SMD 7.0 x 5.0 mm Stratum-3 TCXO (Anti-Air Flow)
38、 SMD 14 x 9 mm Extended Holdover OCXO
1、
SMD 4.0 x 2.4mm Ambient Light Sensor and Proximity Sensor with Integrated IR LED for Mobile
Phone
2、
SMD 2.5 x 2.0mm Ambient Light Sensor and Proximity Sensor with Integrated IR LED for Mobile
Phone
3、
SMD 3 in 1 Light Sensor 2.5 x 2.0 mm for Smartphone, Tablet, DSLR, Smart wearable , Fitness
devices
4、
SMD 3 in 1 Light Sensor 4.5 x 0.9 mm for Smartphone, Tablet, Smart wearable , Fitness devices
5、
1.6 x 1.6 mm 3-axis electronic compass for Sensor application
Products
development -
Sensor
1、
Inverted MESA BLK 1300um x 1030um
2、
Inverted MESA BLK 1600um x 1140um
3、
Inverted MESA BLK 2490um x 1830um
4、
Inverted MESA BLK 763um x 670um
5、
Photo Flat Die 500umx 700um 50~150MHz
6、
Photo IM Die 1100umx 1400um 150~300MHz
7、 Photo IM Die 1200umx 1600um 150MHz
Products
development -
Blank
【Patents】
1、
Method for making piezoelectric quartz oscillator chip
2、
Quartz crystal oscillator
3、
Crystal oscillator with layout structure for miniaturized size
4、
Light-sensing chip packaging structure
5、
Wafer-level packaging structure of through-hole vibrator device
6、
Manufacturing method of wafer-level packaging structure of through-hole vibrator device
7、
Wafer-level packaging structure and manufacturing method of through-hole vibrator device
8、
Improved oscillator wafer-level packaging structure
9、
Wafer-level packaging structure of vibrator device with enhanced airtightness
10、 Partition parallel light sensing chip packaging structure
11、 Miniature aerosol sensing device with self-cleaning function
12、 Quartz oscillator board
13、 OVEN CONTROLLED CRYSTAL OSCILLATOR CONSISTING OF HEATER-EMBEDDED
CERAMIC PACKAGE
14、 TEMPERATURE-CONTROLLED AND TEMPERATURE-COMPENSATED OSCILLATING
DEVICE AND METHOD THEREOF
15、 Miniature aerosol sensingelement(thermophoresis type)
Patents and
Academic
Publications

114

==> picture [64 x 689] intentionally omitted <==

16、 Infrared sensor
17、 Wafer-level packaging structure of oscillator crystal
18、 Shock-absorbing crystal oscillator packaging structure
19、 Crystal oscillator package structure
20、 Oscillating device and method for temperature control and temperature compensation
21、 OSCILLATING DEVICE
22、 Oven-controlled crystal oscillator (OCXO) composed of built-in heating ceramic package
23、 Resonator package structure
24、 TEMPERATURE-CONTROLLED OSCILLATING DEVICE
25、 CRYSTAL OSCILLATOR AND METHOD FOR FABRICATING THE SAME
26、 Infrared heat sensor structure
27、 Array type infrared heat sensor structure
28、 WLP&FCB structure package
29、 QUARTZ OSCILLATING PLATE
30、 For the patents or possible patents of TXC, please refer to relative patent database.
31、 Resonator
32、 CRYSTAL OSCILLATOR AND OSCILLATING DEVICE
33、 Crystal oscillator and oscillation device
34、 Suspended resonator
35、 Resonator
36、 FREQUENCY GENERATING DEVICE AND OPERATION METHOD THEREOF
37、 Piezoelectric vibration element
【Papers】
1、
Frequency Hystersis Compensation of a Miniature OCXO Using Resonator Temperature Output for
Extending Holdover Performance,2024
2、
Ultra Low Phase Noise High Frequency TCXO by Dual Filter Harmonics Extraction,2024
3、
The Effects of Structural Parameters of an Inverted-Mesa Type Quartz Crystal Resonators,2024
4、
Miniature Stratum 3 OCXO with Extended 24 Hours Holdover by Thermal Hysteresis
Compensation,2024
5、
Numerical Study of the DLD Effect in Quartz Oscillators,2024
6、
Quartz Frequency Control Devices-General,2024
7、
Study on the influence of quartz cutting angle on the TC curve of the chip,2024
8、
Ultra Low Phase Noise VCXO with Crystal Filter Array (English),2023
9、
A Miniature Oven-Controlled Crystal Oscillator (OCXO) with ppt Stability Over Temperature Using
High-Order Polynomial Temperature Control (English),2023
10、 Design of resonator with groove structure, 2023
11、 The World’s Smallest Quartz-Based OCXO for 5G Synchronization Applications (English), 2021
12、 A Novel Miniature OCXO Using Hermetically Sealed Ceramic Package (English), 2020
13、 Highly Stable Miniaturized OCXO with HeaterEmbedded Ceramic Package (English), 2018
14、 Development of High-Stability Miniaturized Oven Controlled Crystal Oscillator (English), 2016
15、 Anchor loss reduction of quartz resonators utilizing phononic crystals. (English), 2015
16、 A Perspective for the Quartz Crystal Devices Industry and Technologies in Taiwan and China.
(English), 2014
17、 A Study for the Relationship between Drive Level and the Activity Energy in Arrhenius Accelerated
Aging Model for the Small Quartz Resonators. (English), 2014
18、 A Study on Raising the Fundamental TS-mode Resistance by Energy Trapping for 3rd Overtone.
(English), 2014
19、 Laser Measurement and Identification of Vibration Modes of AT-cut Quartz Crystal Resonators.
(English), 2013
20、 The Study of Aging Frequency Drift Mechanism for Quartz Crystal Resonators. (English), 2013
21、 Advanced TSV-Based Crystal Resonator Devices Using 3-D Integration Scheme With Hermetic
Sealing. (English), 2013
22、 TSV-based quartz crystal resonator using 3D integration and Si Packaging technologies. (English),
2013
23、 A Brief View of the Current State of the Development and AgingPerformance of Fixed Frequency
16、 Infrared sensor
17、 Wafer-level packaging structure of oscillator crystal
18、 Shock-absorbing crystal oscillator packaging structure
19、 Crystal oscillator package structure
20、 Oscillating device and method for temperature control and temperature compensation
21、 OSCILLATING DEVICE
22、 Oven-controlled crystal oscillator (OCXO) composed of built-in heating ceramic package
23、 Resonator package structure
24、 TEMPERATURE-CONTROLLED OSCILLATING DEVICE
25、 CRYSTAL OSCILLATOR AND METHOD FOR FABRICATING THE SAME
26、 Infrared heat sensor structure
27、 Array type infrared heat sensor structure
28、 WLP&FCB structure package
29、 QUARTZ OSCILLATING PLATE
30、 For the patents or possible patents of TXC, please refer to relative patent database.
31、 Resonator
32、 CRYSTAL OSCILLATOR AND OSCILLATING DEVICE
33、 Crystal oscillator and oscillation device
34、 Suspended resonator
35、 Resonator
36、 FREQUENCY GENERATING DEVICE AND OPERATION METHOD THEREOF
37、 Piezoelectric vibration element
【Papers】
1、
Frequency Hystersis Compensation of a Miniature OCXO Using Resonator Temperature Output for
Extending Holdover Performance,2024
2、
Ultra Low Phase Noise High Frequency TCXO by Dual Filter Harmonics Extraction,2024
3、
The Effects of Structural Parameters of an Inverted-Mesa Type Quartz Crystal Resonators,2024
4、
Miniature Stratum 3 OCXO with Extended 24 Hours Holdover by Thermal Hysteresis
Compensation,2024
5、
Numerical Study of the DLD Effect in Quartz Oscillators,2024
6、
Quartz Frequency Control Devices-General,2024
7、
Study on the influence of quartz cutting angle on the TC curve of the chip,2024
8、
Ultra Low Phase Noise VCXO with Crystal Filter Array (English),2023
9、
A Miniature Oven-Controlled Crystal Oscillator (OCXO) with ppt Stability Over Temperature Using
High-Order Polynomial Temperature Control (English),2023
10、 Design of resonator with groove structure, 2023
11、 The World’s Smallest Quartz-Based OCXO for 5G Synchronization Applications (English), 2021
12、 A Novel Miniature OCXO Using Hermetically Sealed Ceramic Package (English), 2020
13、 Highly Stable Miniaturized OCXO with HeaterEmbedded Ceramic Package (English), 2018
14、 Development of High-Stability Miniaturized Oven Controlled Crystal Oscillator (English), 2016
15、 Anchor loss reduction of quartz resonators utilizing phononic crystals. (English), 2015
16、 A Perspective for the Quartz Crystal Devices Industry and Technologies in Taiwan and China.
(English), 2014
17、 A Study for the Relationship between Drive Level and the Activity Energy in Arrhenius Accelerated
Aging Model for the Small Quartz Resonators. (English), 2014
18、 A Study on Raising the Fundamental TS-mode Resistance by Energy Trapping for 3rd Overtone.
(English), 2014
19、 Laser Measurement and Identification of Vibration Modes of AT-cut Quartz Crystal Resonators.
(English), 2013
20、 The Study of Aging Frequency Drift Mechanism for Quartz Crystal Resonators. (English), 2013
21、 Advanced TSV-Based Crystal Resonator Devices Using 3-D Integration Scheme With Hermetic
Sealing. (English), 2013
22、 TSV-based quartz crystal resonator using 3D integration and Si Packaging technologies. (English),
2013
23、 A Brief View of the Current State of the Development and AgingPerformance of Fixed Frequency

115

==> picture [64 x 201] intentionally omitted <==

Surface Acoustic Wave (SAW) Oscillator (English), 2012

  • 24、 Properties of Miniature X- and Z’-Elongated Rectangular AT-CUT Quartz Resonators of Different Sizes (English), 2012

  • 25、 Vibration Mode Identification and Coupling Assessment with the Mindlin Plate Equations and Measurements is a Quartz Crystal Plate (English), 2012

  • 26、 Aging Performance of Small Size MHz Quartz Crystal Under High Drive (English),2011 27、 Inharmonic Overtones in Partially Plated AT-cut Quartz Crystal Plates (English),2011

  • 28、 The Study of Activation Energy (Ea) by Aging and High Temperature Storage for Quartz Resonators' Life Evaluation (English), 2011

  • 29、 An Efficient AT-cut quartz Crystal Resonator Design Tool for Activity Dip in Working Temperature Range (English), 2011

  • 30、 Quartz Crystal Industry of China at Crossroads (English), 2011

For relative paper, please refer to the website of TXC: https://www.txccorp.com/

116

  1. Long and short term sales and marketing plan

  2. (1). Short-term Development Plan

    • We integrate resources across Europe and the United States to promote the efficiency of 5G Advanced and AI business opportunities, and strengthen the implementation of new projects for Automotive Tier 1 customers and the development of new IDH projects in multiple areas of operation. The overall strategy focuses on the development of the full technology ecosystem layout of 3A1E (AOM advanced products, AI artificial intelligence, Automotive automotive electronics and Emerging Segment emerging markets) to increase the revenue share of key industries.

i. Marketing Strategy

  • A. AOM high-end products: 5G Advanced Infrastructure new business opportunities, high-end product OCXO demand, and corresponding customer demand planning to support capacity expansion to meet new project needs.

  • B. AI high-frequency products: Introducing Datacom, Optical Module new specifications, ultra-high frequency and low-latency Differential XO opportunity growth momentum.

  • C. Automotive & EV car-grade products: Actively seize electric vehicle brands and automotive electronics ecosystem Tier 1 customer opportunities.

  • D. AIoT ultra-miniaturized products: Meet the requirements of AIoT terminal devices to strive for ultra-miniaturization and high-frequency opportunities in response to high-speed computing and transmission protocols.

  • E. Improve the customer structure of small-size products and the sales structure of special customer specification material numbers to disperse concentration risks.

  • F. Continue to implement the CRM process intelligence blueprint in stages according to the company's intelligent projects to streamline processes and improve personnel utilization efficiency.

  • G. Through the practice of intelligence, mobility and big data analysis in information systems (BI), assist business personnel in formulating and judging sales strategies.

ii. SMD Manufacturing Strategy

  • A. Accelerate the improvement of mass production efficiency of new products: In order to meet the stringent requirements of 5G Advanced high-frequency products and ensure the efficiency, quality and yield of new products in the mass production process, quickly achieve the goals of Time to Volume and Time to Market, and expand the use of Photo Die wafers to improve the consistency of product characteristics. Combined with the Photo Die incoming material information, the MES Tray Tracing function is used to fully grasp the key parameters of input and output, achieve precise control, and ensure that the products meet high-quality specifications. At the same time, actively respond to the rapidly changing needs of the market and customers, integrate different specifications of shared wafers to further expand benefits, improve resource utilization efficiency, and effectively support the company's stable growth in revenue and gross profit margin.

  • B. Build a healthy physique and pursue sustainable development: By strengthening the systematic thinking ability of the manufacturing system, combined with cross-departmental collaboration and resource integration, we can effectively reduce sluggishness, waste and ineffective costs, while optimizing energy efficiency. We will focus on implementing the strategy of "saving manpower, saving time, reducing costs and

117

fees", and actively reduce the cost of poor quality (COPQ). While promoting energy conservation and carbon reduction, we will gradually reduce the carbon footprint of products, take sustainable development as the core concept, and comprehensively promote ESG governance-related activities. In addition, in response to the needs of technological innovation and intelligent manufacturing, we will build a professional talent team and implement a systematic talent training plan, including professional technical training, cross-departmental collaboration capabilities and data analysis skills. Through a mechanism that combines internal rotation, skill certification and performance incentives, we will improve the technical level and career development potential of employees. At the same time, we will actively introduce external high-end talents to promote the integration of internal and external professional knowledge and create long-term advantages for enterprises in sustainable development and competitiveness.

  • C. Improve the connection of digital system information: deeply integrate the fully upgraded MES system with the APS system, and combine it with artificial intelligence (AI) algorithms to comprehensively improve the accuracy, completeness and timeliness of data, while simplifying on-site operation processes. The collaborative operation of the MES and APS systems not only realizes the precise scheduling of production plans, but also optimizes resource allocation, greatly improving production efficiency and flexibility. In addition, the upgraded modular intelligent production information system is combined with the data analysis platform (Engineer Data Analysis System) to realize real-time monitoring and prediction of abnormal operations, and can identify potential variations in advance, thereby further improving operating efficiency and product yield. At the same time, through the graphical production information flow function of the Fine BI dashboard, real-time connection of data across factories is realized, and the real-time operation status is clearly presented, helping management to quickly grasp the current production status and improve decision-making efficiency and analysis quality.

iii. MEMS Strategy

  • A. Establish advanced wafer and chip intelligent manufacturing process technology: Dedicated to 4-inch wafer mass production and process optimization, precise control of wafer TTV and surface cleanliness, and use of quartz etching, yellow light development and other wafer-level chip process related technologies to produce miniaturized, high-frequency, high-stability, and demanding application environment chips.

  • B. Shorten chip design and development schedule: With advanced wafer process capabilities and combined with chip simulation design, chip development capabilities such as Photo Die, Photo BLK (IM), and SC-cut are upgraded to a higher technical level and the development schedule is shortened to meet market demand.

  • C. Improve digital system platform tools: Integrate MES, EAP, SECS/GEM, SPC/FDC, APC, EDA, BI, and other multi-system applications to continuously promote factory digitization, automation, and intelligence, improve real-time monitoring management, production efficiency analysis, and exception tracking, reduce production human resource investment, improve production efficiency, assist management decision-making, and quickly solve problems.

  • D. Promote the application of AI technology and tools: Combine artificial intelligence technology with large language models, machine learning, defect detection and

118

classification, etc. to carry out factory management, process and measurement analysis, product improvement, production efficiency improvement and other applications.

iv. Quality Assurance Strategy

  • A. Oriented to meet customer expectations and long-term trust, focusing on reducing operational risks, promoting risk management (Risk Management) and zero failure of product quality (Zero Defect) as the goal, and continuing to promote all members of the group to do the things right at first Time quality awareness and optimization of various operations.

  • B. Expand quality culture building activities and issue group quality journals to promote quality awareness among all employees.

  • C. Promote the third edition update of APQP (Advanced Product Quality Planning) and Reverse FMEA (Reverse Failure Mode and Effect Analysis) to align with the latest international standards for the automotive industry.

  • D. Expand the application of big data in quality management and introduce AI through the MES system to enhance quality prediction, prevention, warning and real-time response capabilities.

  • E. Promote the group's quality digital platform, digitalization of material supplier quality management and data docking, reduce the quality risk and failure cost of material input production, and optimize operations to improve efficiency through intelligent data analysis.

  • F. Continue to cultivate and reserve quality management talents to support overseas expansion strategies and improve the efficiency of internal group operations.

v. Product R&D Strategy

  • A. Quartz oscillator research and development: With the promotion of emerging technologies such as AI, 5G Advanced, and 6G, quartz oscillators will play a more critical and important role in many communication application fields. The future development of quartz oscillators will focus on improving accuracy, reducing power consumption, miniaturization, thinning, shock resistance, increasing frequency, and reducing phase noise, etc., as the main application demands; and in terms of technology, focus on and strengthen customized integrated circuits, advanced packaging, photolithography chips, and machine learning algorithm development technologies to meet the next generation of industrial applications and customer needs.

  • B. Quartz crystal research and development: With the continuous evolution and improvement of sensing technology, network technology, communication technology, data processing technology, automatic control technology, etc., crystal products, as one of the important signal sources of all electronic products, need to have higher technical specifications to respond. To continue to develop miniaturization (0.8x0.6mm), develop higher frequencies (>300MHz), thinner and lighter products, more precise products, and more reliable products; to meet previous development needs, and simultaneously research and explore new material properties, new process technologies and parameters; to expand solutions to the old problems of production lines (normal temperature dispersion, temperature measurement dispersion).

  • C. Forward-looking technology/product research and development: Accumulating the continuous investment in the research and development of quartz yellow light lithography semiconductor processes in the past, the forward-looking team has established various

119

high-end product designs and advanced packaging process design technologies, and has successively completed prototypes of next-generation products; continued breakthroughs in wafer packaging technology to facilitate product reliability verification and accelerate the arrival of various mass production resources; to meet the next-generation market application specifications and customer needs on schedule and with quality..

  • vi. Supply chain strategy

  • A. The Group's production capacity construction and activation planning:

  • a. In response to geopolitical changes and issues arising from the Sino-US trade war, a third production base has been added in 2024. The Indonesian plant has been completed at the end of 2024. The equipment will be installed and trial production will begin in Q1 2025. The first phase target is 16KK/M, and the production target is expected to be achieved in 2025/Q2.

  • b. Based on the consideration of reducing supply risks, the long-term development goal of the Indonesian plant will be to build a production capacity of 70KK/M and to produce multiple (full) products.

  • c. With the market demand for 5G Advanced, AI, and automotive electronics Internet, customer demand is gradually developing towards miniaturized, high-precision, high-frequency, and high-stability products. The equipment capacity of each plant has been gradually transformed and upgraded according to changes in demand to respond to future product development trends.

  • d. The advanced process photo die has also started mass production in 2024 as planned, and is expected to achieve an output of 8KK/M in Q2 of 2025 and 16KK/M in Q4.

  • e. The Pingzhen plant has gradually realized the planning of the wafer factory, and more than 70% of the products have used photo dies produced by the wafer process. The products are gradually transformed into high value-added production items, realizing technology upgrades.

  • B. Production, sales and inventory management:

  • a. In 2024, the automotive market will benefit from the demand for electric vehicles, and the demand for automotive products will increase by about 40% compared with the previous year. The initial capacity expansion plan has been realized in 2024 and the utilization rate will continue to increase.

  • b. The terminal product application of 5G Advanced infrastructure and its related connection devices, orders for AI-related needs continue to be injected, and the corresponding product supply capacity also smoothly meets the delivery commitment to customers.

  • c. Mature products are subject to fierce price competition from Chinese peers, and they tend to be cautious in terms of selling prices and stocking materials. However, each plant continues to improve its ability to undertake high value-added products, greatly reducing production and sales pressure.

  • d. In 2024, the overall production and sales are balanced, and the group's inventory turnover rate will remain above 3.0. The subsequent introduction of intelligent production will continue to improve the inventory turnover rate.

  • C. Material supply guarantee plan:

  • a. Most of the key main materials in 2024 have been approved and supplied by the second supplier. When the overall supply returns to normal, we will continue to

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promote cost optimization with suppliers.

  • b. Maintain 1~2 months of inventory for main materials, especially items with large demand fluctuations or long delivery periods, and maintain the control of production consumption for general items.

  • D. Supply chain smart transformation promotion plan:

  • a. The construction of the delivery review automated APS system platform has been evaluated and completed in 2024. The system introduction will start in November 2024 and is expected to be completed in Q3 2025. It is expected that the overall operation efficiency will be improved by 15% and the inventory turnover rate will be increased by 10% through the introduction of the system.

  • b. FineBI has been completed in 2024, and the decision-making data of each department is provided through the dashboard and automatic report generation. The system is continuously optimized and improved.

(2). Long-term Development Plan

  • i. We are committed to developing high-frequency and high-precision frequency control component products for 5G Advanced Infrastructure including: AAU, DU/CU, BBU, CPE, Small Cell, Optical Module, Datacom, NIC, AI Server, and Switch.

  • ii. Continue to develop miniaturized products to meet the trend of IoT modular applications, mobile communications, and consumer electronics.

  • iii. Actively expand the automotive electronics customer base and deepen customer relationship, and continue to develop frequency control components used in automotive electronics, with the primary goal of meeting stringent quality and stability requirements.

  • iv. The marketing bases continue to cultivate deeply and extensively, and strengthen the channel layout of sales markets in Southeast Asia, India, Vietnam, Israel, etc., so as to provide localized customer services that meet the customer groups in various regional markets; based on the Greater China market At the same time, continue to explore the needs of emerging markets in order to expand market share.

  • v. Continue to introduce process automation and customer order requirements B2B (system docking) according to the goals of each stage, streamline processes and manpower, and ultimately improve the response speed of demand scheduling.

  • vi. The two-pronged approach of the project-based leadership organization and the lean team will comprehensively improve operational efficiency and combat capabilities, and assist business personnel in formulating and judging sales strategies through the practice of intelligence, mobility, and big data analysis in the information system (BI).

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II. Marketing & Sales Situation

(I) Market Analysis

(1) Market for our major products

The product trend is toward to small and light. The products that use the SMD crystal will have a higher percentage than others. In the future, Asia still is the major OEM center, and the products from Asia are still very high. TXC would still need to work hard on the market expansion in America, Europe and Japan.

Regional sales distribution of our major products in the past two years

Unit: NT$1,000 Unit: NT$1,000
2023 2024
Rigion \Year
Amount % Amount %
America 328,259 3.03 332,402 2.62
Europe 230,349 2.12 258,781 2.04
Asia 9,877,194 91.03 11,618,139 91.68
Taiwan 399,710 3.68 456,826 3.61
Others 14,890 0.14 6,110 0.05
Total 10,850,402 100.00 12,672,258 100.00

(2) Market growth momentum

Keep an eye on the global quartz component market. According to market research firm QYR, the overall sales amount in 2024 will grow by 12.3% YoY, and it is also estimated that the next few years will maintain double-digit growth. Therefore, the company is actively looking at the upgrading and innovation of ecological technology. At the same time, we continue to improve product technology and meet the value of emerging application needs to ensure that we maintain a leading position in the development trend of the industry. The company maintained a stable market share of 10%~12% from 2020 to 2024, demonstrating strong market competition and brand influence. The planned development in the next few years is expected to continue to optimize the supply chain, expand the market map and strengthen R&D capabilities to drive operating performance to continue to improve, laying a solid foundation for long-term development.

122

Globel Timing Market

==> picture [446 x 152] intentionally omitted <==

Source: QYR Research, Jul 2024 & TXC Estimation

(3) Key application deployment

  • With global shifts, economic and technological changes, the global industry, supply chain, and technology focus are being redistributed from traditional concentrated areas to more diversified and multipolar regions. However, no matter how the situation changes, technology will continue to innovate, and even connect the AI ecosystem to make it more complex. In the future, key technology industry sectors will develop strongly, including semiconductor-related technologies, AI-based basic network construction, satellite communications, and related emerging markets. The continuous evolution of these innovative technologies will drive the continuous innovation of terminal products and have more diverse demands.

Key technology industry sectors drive more diversified demands

==> picture [440 x 113] intentionally omitted <==

In response to the upgrade of equipment and device functions in AI-related fields as data transmission speeds double, including the evolution and upgrade of autonomous driving levels in the automotive electronics field, which connects electrification and intelligence, the required processors, sensors and quartz components are also planned to be upgraded to higher specifications and in line with automotive regulations. In addition, global changes have formed a continuously changing technology ecosystem 2.0, which in turn promotes the upgrade and development of related technology focuses and emerging industry terminal devices and equipment, driving more demand for high-end quartz crystals and crystal oscillator products.

123

  • (4) Product development

  • In recent years, the company's market strategy will continue to move towards the comprehensive development of miniaturization, high-end parameters and automotive-grade product series. For key application development, the expected product size and various specifications will be planned according to the following new application scenario requirements.

==> picture [445 x 183] intentionally omitted <==

(a) AIoT(Mobile Communication Computing & Networking)

As AI technology becomes more prevalent, high-performance frequency components are becoming increasingly important as they are used to support high-speed computing and data processing. Our company is committed to developing small, high-precision and high-stability frequency components to meet the high-performance needs of applications such as AI Phone, AI PC, and AIoT Device.

AIoT (Mobile Communication, Computing & Networking) new product planning

==> picture [429 x 191] intentionally omitted <==

Size requirements: Crystal 1610/1210/1008/0806/0604 (unit: mm) Frequency requirements: 32.768kHz, 76.8/80/96/153.6/307.2/320MHz Specifications: Power, Stability, Drive Level, Slope, Aging, Operating Temp & Thickness

(b) Datacom(AI Server, Switch, Super NIC & Optical Module)

In order to meet the almost endless improvement in computing power, transmission bandwidth and speed, from GPU to DPU applications and Datacom big data high-speed

124

transmission Switch, Super NIC and Optical port high-speed transmission applications, new specifications of quartz components with high speed and low latency are needed. These developments are also the growth momentum of high-end products that the company will focus on in the next three years.

  • .

Datacom (AI Server, Switch, Super NIC & Optical Module) New Product Planning

==> picture [435 x 210] intentionally omitted <==

Size requirement: Differential XO, 2520/2016 (unit: mm) Frequency requirement: 156.25/312.5/625MHz Specifications: Phase Noise & Jitter, Stability, Operating Temp & Power

(c) 5G Advanced (AI Infrastructure)

In response to the goal-setting requirements of the 5G Advanced transmission protocol and the evolution of related technological development, we will continue to promote various performance indicators and cooperate with customers to develop chips for various applications to support high-end and new specifications of oscillators.

==> picture [437 x 223] intentionally omitted <==

----- Start of picture text -----

5G Advanced (AI Infrastructure) New Product Planning
----- End of picture text -----

Size requirements: Precise XO, 1409/9775/7050/5032 (unit: mm) Frequency requirements: 10/12.8/20/25/38.88/48/156.25MHz Specifications: Phase Noise & Jitter, Stability, Slope, Operating Temp & Holdover

125

  • (5) Niches competition, the advantages/disadvantages of the future development, and the response strategies.

The frequency component industry is facing challenges due to unreasonable price competition, which makes it difficult for many companies to achieve profitability. However, under the trend of high-stability, high-temperature, and ultra-miniaturized products, some frequency component manufacturers with rich experience, high technical capabilities, and the ability to provide products that meet the needs of related products are actively seeking market opportunities. Especially in key application areas such as 5G Advanced, artificial intelligence (AI), big data transmission (Datacom), and automotive electronics (Automotive), the demand for high-order and high-reliability frequency components will continue to grow and is expected to remain high-priced and high-profit. These market opportunities will help expand the business of these frequency component manufacturers and improve their position in the market. Emerging application areas have higher requirements for high-stability, high-temperature, and ultra-miniaturized products, requiring strict product design, production conditions, and special equipment investment. This requires manufacturers to have excellent capabilities in R&D, manufacturing, and cost optimization.

Faced with high inflation and an unstable overall economic environment, frequency component manufacturers must respond proactively. Manufacturers need to comprehensively consider industry material trends, market supply and demand, actively manage customer relationships, and flexibly use supply and pricing strategies. This will help build brand value, expand application areas, and stably maintain reasonable product prices in an ever-changing market environment. In the face of various challenges, the company needs to remain flexible and robust to achieve reasonable profits and continuously improve its business physique to - achieve long term healthy development.


Strengths
Weaknesses
1. We will further develop the market and provide
local services for the design and manufacturing
of customers.
2. Professional manufacturing team, stable quality
and mass production cost advantage.
3. High precision and miniaturized products
continue to be developed and introduced into
mass production, constantly narrowing the
technical distance with Japanese manufacturers.
4. Professional marketing and application
engineering team to meet the needs of customers,
and provide technical support for the design and
mass production process of various products.
1. It is necessary to continue to improve the
mass production yield of ultra-miniature
products and improve the NPI process
connection of new products.
2. Optimize the multi-frequency development
of the photo die front-end process and
accelerate the mass production schedule of
existing designs.
3. The equipment and key raw materials have
a long lead time in delivery, so it is
difficult to meet the sudden demand of the
market.
4. The roadmap planning schedule for
high-end quartz crystal oscillator products
needs to be accelerated to meet
higher-standard market demands.

126

Opportunities Threatness
1. Deeply cultivate technology leaders in various
industries in China, and the brand customer
management strategy drives TXC's stable
production capacity.
2. Continue to pay attention to the continued
fermentation of the trend of localization of
China's supply chain, give full play to the
competitive advantages of the same language and
culture, and seize business opportunities at the
first time.
3. 5G AdvancedAIDatacom applications drive
miniaturization, high frequency, and
wide-temperature applications, coupled with the
increase in Oscillator usage, both increasing
product average prices and profits.
4. High-end, high-precision, high-stability products
and market deployment have become more
complete, and seeking niche markets and
products continues to become a stable source of
profit for the company.
5. TXC increases opportunities for importing
materials based on the advantages of deeply
cultivating China.
1. Japanese manufacturers have a relative
brand advantage, and they control raw
material production and technical
capabilities, and have a comparative
advantage in cost structure.
2. Alternative competitive products threaten
some low-level applications and put
pressure on the quotation of current
products.
3. The demand for miniaturized products is
highly concentrated in a single customer
and the proportion of consumer electronics
sales in the Chinese market is higher than
that of peers, exacerbating the impact of
demand fluctuations on revenue and
profits. It is necessary to actively
accelerate the expansion of niche/emerging
market industries.
4. The competition between China and the
United States has led to end customers
gradually proposing third-country
production (N+1), increasing the
complexity of the overall supply chain and
potential investment and operating costs.
5. TXC’s definition of localization of the
Chinese supply chain creates
uncertainty for its future operations in
theChinese market.
Respond Strategies
1. In response to regional development, we will work with overseas marketing teams to actively
develop Tier1 and IDH (IC Design House) customers, use regional channel platforms to
cooperate, make good use of local resources, and expand cooperation with potential customers in
various regions.
2. We will provide three highs and one low (high frequency/high precision/high temperature/low
phase noise and low jitter products) for key industry-related applications/customers (3A1E: AOM,
AI Automotive, Emerging Segment) and continue to optimize product design specifications and
process control to meet customer needs.
3. In line with China's localization policy, we will actively complete the introduction of relevant
domestic solutions to Design House, and closely monitor the trends of Chinese competitors.
4. We will strengthen the development of new products, emerging markets (such as smart medical
care, industrial control, etc.), and new customers, and adjust strategies and resources in real time.
5. We will strengthen the engineering and technical capabilities of each factory and accelerate the
promotion of intelligent production.
6. We will continue to recruit domestic and foreign talents with R&D expertise to strengthen the
company's product R&D capabilities, strengthen the connection of R&D teams, focus on
shortening the time to market for products, and give priority to introducing relevant customer
needs.
7. Actively explore strategic alliances and cooperation opportunities to create products with
competitive advantages, while continuously improving cost structure to increase profitability.
8. Actively plan appropriate production bases in response to customer N+1 needs.
  1. We will provide three highs and one low (high frequency/high precision/high temperature/low phase noise and low jitter products) for key industry-related applications/customers (3A1E: AOM, AI Automotive, Emerging Segment) and continue to optimize product design specifications and process control to meet customer needs.

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II Major products’ important applications and their manufacturing process

(1) Major products’ important applications

Product Product Major Application
Wired/Wireless, Module, Smart phone/Future phone,
Bluetooth, Telephone terminal, Automotive,STB, NB/DT,
Wearable, AR/VR, Game Console, Storage,
Medical equipment, UWB,IoT
Crystal Units
Base station,Wired/Wireless, Fiber optics communication,
Mining machine ,Telphony terminal equipments, NB/DT,
Server,storage device,Game Console,Automotive
XO
Smart phone/Future phone, Base Station, Satellite
Communication, Wired/Wireless, Bluetooth, GPS/GNSS,
Fiber optics communication, Automotive,Wearable, AI
Server
VC-TCXO
TCXO
Crystal
Oscillators Base Station, Satellite Communication, Wired/Wireless,
Fiber Optics Communication, Phony terminal equipment
Counter/Synthesizer
VCXO
VCSO
Base Station, Satellite Communication, GPS/GNSS,
Wired/Wireless, Fiber Optics Communication
OCXO
Smart phone/Future phone, Smart Home, Wireless
Networking, NB/DT, Automotive, Wearable
Tuning Fork

128

(2) Manufacturing Process

Steps for crystal components manufacturing are: first we need to manufacture the quartz crysal needed for the electrical material. It involves the cutting, polish, cleaning of the wafer form. Then with the mechanical arms to place the wafer on the base and fixed with the silver based glue. Then package it under vaccum. For oscillators it is necessary to add one more unit of oscillating circuit IC with golden line conduction via amplified output of crystal chip oscillation. It requires more IC placement and wire bonding process compared to the quartz crystal.

i. Pre-manufacturing process quartz crystal.

==> picture [423 x 128] intentionally omitted <==

----- Start of picture text -----

Crystal grinding grinding
Crystal cut (machines to bar (crude、medium、
bar or round shape)
fine)
Store Clean Differentiate
frequency
----- End of picture text -----

==> picture [32 x 58] intentionally omitted <==

ii. Post-manufacturing process quartz crystal (use silver, gold, nickel for electroplating, and the process would reduce crystal frequency. Fine tuning the electroplating that would reduce frequency error to 3~10ppm)

==> picture [412 x 137] intentionally omitted <==

----- Start of picture text -----

Crystal Electroplating Crude frequency Base fixed
cleaning adjustment
Aging/electrical Base, outside Fine tuning Glue and bake
/temperature prebaking/weld frequency, to fix the
testing ing, seal plating with crystal
silver
Final check and
storage
----- End of picture text -----

iii. Post manufacturing process crystal oscillator (use silver, gold, nickel for electroplating, and the process would reduce crystal frequency.)

==> picture [435 x 154] intentionally omitted <==

----- Start of picture text -----

IC placement Crystal placement
Crystal Electroplating (Assembly electronic (Assembly crystal)
cleaning component)
Aging/electric Base, shell
Add barcode al/temperature Check for gas prebake/weldi
test barcode testing leaking ng, seal
Final check
and storage
----- End of picture text -----

129

III. State of the major materials suppliers

The major materials for crystal units and crystal oscillators include the base, wire bond, IC package, crystal slice and crystal bars.

  • (1) All the materials come from the at least two suppliers, and this would minimize the risk of all materials coming from a single supplier. Our company’s procurement depends on the buying terms, state of supply, and specifications; before the materials to be ordered. And, it also depends on some special conditions that we would adjust the ratio of buying materials and this approach would help us not too concentrated the ordering from a single supplier, or running the risks of the orders being interrupted.

  • (2) All the suppliers have long term relationship with us. And, our friendship is good. With our company is growing strongly, these suppliers would also take highest

  • priority to satisfy our company needs Annually, we also meet with our suppliers on regular or irregular base to review our purchasing terms and any room for the improvement. This also helps a stable and continuous relationship in the materials supply.

  • (3) In considering the steady material supply, our company will provide the Rolling Forecast to the suppliers and the production preparations. This can shorten the delivery time and an assurance of on time delivery. If there is any unusual situation, these suppliers will accommodate our needs to assure a stable supply.

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IV. The suppliers and customers over than 10% of the past two years

(I) Main Suppliers

UnitNT$1,000 UnitNT$1,000 UnitNT$1,000
2023 2024
Company Amount Percentage of
annual
procurement
(%)
Relations
hip with
TXC
Company Amount Percentage of
annual
procurement
(%)
Relations
hip with
TXC
K Company 955,877
25.25%

None
K Company 1,400,346
26.90%

None
R Company 512,980
13.55%

None
R Company 558,825
10.73%

None
T Company 399,143
10.55%

None
Others 1,916,928
50.65%

None
Others 3,246,517
62.37%

None
Total 3,784,928
100.00%
Total 5,205,688
100.00%

Note 1: The names of suppliers who account for more than 10% of the total purchase amount in the most recent two years and their purchase amount and ratio shall be listed. However, if the supplier's name cannot be disclosed due to contractual agreement or the transaction partner is an individual and not a related party, a code name may be used.

Note 2: As of the date of publication of the annual report, companies that are listed or whose stocks are traded on securities firms’ business premises should disclose their most recent financial information that has been audited or reviewed by a certified public accountant.

(II) Main Customers

Unit NT$1,000

2023 2024
Company Amount Percentage
of annual
sales(%)
Relationship
with TXC

Company
Amount Percentage
of annual
sales(%)
Relationship
with TXC
F Group 2,101,830
19.37%

None
F Group 1,992,216
15.72%

None
Others 8,748,572
80.63%

None
Others 10,680,042
84.28%

None
Total 10,850,402
100.00%
Total 12,672,258
100.00%

Note 1: List the names of customers who account for more than 10% of the total sales in the most recent two years, as well as their sales amounts and proportions. However, if the customer names cannot be disclosed due to contractual agreements or the transaction partners are individuals and not related parties, code names may be used.

Note 2: As of the date of publication of the annual report, companies that are listed or whose stocks are traded on securities firms’ business premises should disclose their most recent financial information that has been audited or reviewed by a certified public accountant.

(III) Reasons for the increase or decrease

A. Purchase

The company’s main products are quartz series products (crystal units, crystal oscillators). Its main procurement items in the last two years include IC, bases, wafers, covers, precious metals and other raw materials. Imported from abroad, due to the improvement of self-manufacturing ability and manufacturing process, in recent years, the chips have been gradually transferred to self-manufactured or supplied by mainland

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factories; in addition, due to the continuous growth of market demand, most of the products sold are self-made from various production bases, and the insufficient quantity is supplied to foreign products. The company has been in contact with various suppliers for many years, and the relationship is good. The relevant guarantee clauses have been specified in the purchase contract for important raw materials, and the materials should be supplied by more than two suppliers as far as possible. There should be no supply interruption or excessive supply. Concentration risk, there is no significant change in substance.

B. Sales

The company's main products are quartz series products (quartz crystals, quartz oscillators) and other frequency component series products, and the sales targets are mainly downstream application manufacturers such as information, communications, network communications and consumer products. Due to changes in the industrial environment, 5G Advanced and automotive electronics have driven an increase in demand for terminal application products. With the injection of new products and capacity expansion, sales and revenue have increased. The company's main customers are all international manufacturers. In the future, it is expected to continue to grow driven by automotive electronics (Automotive), Internet of Things (IoT), communications and 5G Advanced, artificial intelligence (AI), big data transmission (Datacom), high-performance computing cards, medical, and various types of connection technology related application products, so there is no excessive sales concentration and risk.

III Employees Profile

Number of employees, average service years, average age and educational background distribution ratio in the last two years

As of
Year 2023 2024
2025/03/10
Engineer 829 885 877
Administrative 632 704 718
Total Number
Sale 142 136 137
Employees
Technicians/Operators 1,821 1,946 1,996
Total 3,424 3,671 3,728
Average Age 34.94 34.33 34.28
Average Years inService 7.53 7.35 7.28
Ph.D. 0.53% 0.48% 0.51%
M.S. 5.78% 5.74% 5.73%
Distribution of
Educational B.S. 48.22% 51.64% 51.36%
Background High School 24.53% 24.72% 25.05%
Below High School 20.94% 17.43% 17.35%

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IV Data on our environmental protection expense

(I) Description of environmental punishment

Pingzhen plant, Ningbo plant and Chongqing plant of the company have no relevant environmental penalty issues.

(II) Description of the application, payment or establishment of a pollution facility establishment permit or pollution discharge permit or a pollution prevention and control fee or a person of a special unit for environmental protection that is required by law

  • (1) Pingzhen factory is responsible for the production of chips and quartz components. According to the regulations, it has applied to the local competent authority for relevant license documents for waste, waste water and fixed pollution sources generated in the production process, and set up relevant environmental protection personnel to operate and maintain according to the requirements of the license documents, so as to maintain the effective operation of relevant treatment facilities. We continue to active follow-up Promote energy-saving work, conduct investigations and identification of energy use efficiency of large energy consumers such as lighting, ice water mainframes, motors, air compressors, and water pumps, so as to implement energy-saving improvement measures, and hope that we can continue to do another distraction to reduce environmental impact. The total amount of expenditure in 2024 was about NT$ 15,000,000. The main purpose was the improvement of energy-saving measures, air pollution fees, environmental clean-up, work environment testing, operation and maintenance of pollution prevention equipment, and protective gear.

  • (2) Ningbo plant continues to maintain the largest production capacity of quartz components in the world. In the process of production and operation, it pays special attention to environmental governance and social contribution, so as to actively respond to the requirements of the newly implemented "environmental protection law", strictly abide by the bottom line and meet and exceed the requirements of local environmental protection law enforcement. A total of approximately RMB 1,386,000 will be spent on environmental protection in 2024, which will be mainly used for upgrading the treatment capacity of wastewater stations, adding online monitoring equipment for pollutants, and maintaining the exhaust gas treatment system and replacing consumables. The digital upgrade of the wastewater station is to pursue 100% compliance with emission standards and to strengthen the process detection and early warning capabilities of the wastewater station in accordance with the principle of visual control and traceability of the entire process. The wastewater reuse transformation will complete the reuse of steam condensate and concentrated backwash water by December 2024, and the recycled water will be used as cooling tower water and raw water. The annual wastewater reuse project reduced the use of tap water by approximately 94,000 tons, and was rated as a water-saving enterprise in Zhejiang Province in 2024. In 2024, the Ningbo plant invested a total of approximately RMB 674,000 in legal disposal costs for hazardous waste.

  • (3) Chongqing plant has smooth operation of environmental protection facilities, stable product quality, and good operation status of all equipment. In order to meet the "environmental protection law" and local environmental protection requirements, and ensure the hardware

133

requirements of operation, maintenance and management of environmental protection facilities, a total of RMB 919,000 was spent on environmental governance in 2024, to complete the optimization and maintenance of the prevention and treatment equipment of environmental protection facilities, including operation and maintenance of various wastewater and gas treatment facilities, detection and replacement of various environmental monitoring instruments and various inspections, replacement of waste exhaust Raschig rings and internal and external cleaning of strip washing towers, environmental testing, replacement of fillers in secondary sedimentation tanks of wastewater stations, and legal waste management Disposal, etc.; The canteen fume pipes were cleaned in time, and the monitoring points were optimized to meet the requirements of environmental monitoring standards. The annual environmental monitoring limits were within the regulatory standards, and 100% of the emissions were up to standard. The company reported to the Ecological Environment Bureau in a timely manner. The company actively promoted environmental credit evaluation and obtained the honorary title of Environmental Integrity Enterprise. The company actively promoted the dynamic management and supervision of national green factories, and successfully passed the review and supervision of experts, compiled a self-monitoring plan, and commissioned local cooperative manufacturers to conduct environmental monitoring, and registered and reviewed the national pollution discharge permit in accordance with the law. The company also obtained a pollution discharge permit and receipt. The company invested RMB 5,300,000 to build a gas-fired distributed energy station trigeneration project, achieving an annual carbon reduction of 895 tons and an independent peak-shaving capacity of 70%. The company actively and proactively developed feasible projects for energy conservation and carbon reduction, hoping to reduce the impact on the environment.

  • (4) TETC CORP. NINGBO follows the Group's goal of attaching importance to environmental governance and meeting local environmental protection needs. It has applied for relevant permits from local authorities in accordance with regulations, and has set up relevant environmental protection personnel to operate and maintain in accordance with the requirements of the permit to maintain the effective operation of relevant treatment facilities. In 2014, it obtained the environmental impact assessment approval and sewage discharge permit from the Beilun District Environmental Protection Bureau. The investment in environmental protection facilities and construction systems in the new plant area is approximately RMB 2,900,000. In the initial stage of operation, it is planned to actively promote environmental credit evaluation to obtain the honorary title of good environmental protection enterprise; actively promote Ningbo municipal green factory evaluation; rely on self-monitoring and regular testing data from third parties to optimize the operation, maintenance and adjustment of each treatment facility to achieve 100% standard emission. It is hoped that the impact on the environment can be reduced.

  • (5) During the construction of the Indonesian factory, environmental management and social contribution will be implemented in accordance with the regulations of the local government.

(III) The implementation of safety and health

  • "Zero-job safety" is the company's long-term pursuit of the goal. The care of employees is also the responsibility of the company. In addition to complying with relevant domestic laws and regulations,

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an ISO45001 occupational safety and health management system has been established in all factories and has passed certification. The specific measures are as follows:

  • (1) Strengthen personnel safety awareness

  • Continue to promote safety culture and use visual management to set up safety culture corridors and slogans in the factory area, and report cases of occupational accidents inside the factory, cases of major occupational accidents outside the factory and relevant laws and regulations through digital and physical bulletin boards In this way, the information of occupational safety and health is continuously passed on to the employees. For occupational safety and health-related training, new recruits and personnel at all levels are also educated and trained in accordance with relevant laws and regulations, in order to improve employees' hazard awareness, abide by and implement standard operating procedures, and enhance personnel safety awareness.

  • (2) Construct a safe working environment

  • Before purchasing facilities, machines, and equipment, review safety-related designs in accordance with relevant laws and management regulations, and take possible hazards and human factors into consideration. After entering the factory, facilities, machines, and equipment must comply with safety regulations. It can be operated and used to ensure the safety of employees; for the job site, after hazard identification and risk assessment are carried out, the best feasible methods and technologies are used to carry out hazard prevention and risk control. And continue to simplify the operation process and screen high-hazard and high-risk hazard factors through electronic and hierarchical management methods, and implement source management to make the chemical and contractor management procedures more perfect.

  • (3) Implement emergency response system

  • In order to prevent disasters from having a major impact on operations, in addition to continuous script drills and personnel training, as well as the purchase of appropriate emergency supplies, we also regularly review the safety monitoring and abnormal alarm systems of the factory area, so as to establish the accident prevention ability and response of the factory personnel ability, to continuously strengthen the operation of the emergency organization in the factory area, so as to minimize disaster losses and casualties.

  • (4) Improve medical and preventive health care Through professional nursing staff planning and handling employee health checks, flu vaccinations, physical fitness activities, muscle-building and fat-reducing activities, and providing lectures on promoting physical and mental health, we will continue to create a healthy workplace; for shifts, night work, For high-risk employees who may cause diseases due to abnormal workload such as long hours of work, on-site service doctors and health care personnel provide interview guidance and health management measures to prevent employees from suffering from cerebrovascular diseases due to overwork, and to achieve early detection, The purpose of early treatment is to ensure the physical and mental health of the relevant employees.

  • In response to infectious disease’s impact on the health and safety of factory personnel, in addition to regular monitoring, evaluation and consultation by the occupational safety unit, employees are also continuously encouraged to get vaccinated to enhance their own

135

protection, and rapid screening is conducted for high-risk groups in a timely manner. Ensure the health and safety of all personnel in the factory.

  • (5) Continuous monitoring, auditing and improvement

In addition to regular measurement of the working environment in accordance with relevant laws and regulations, the safe operation of the factory area also conducts daily inspections, high-risk operation inspections, and supervisor inspections; for accidents that occur in the factory area, investigations, improvements, and reporting to the competent authority are also completed in accordance with relevant regulations. Issues and proposals related to occupational safety are reviewed and discussed through the Occupational Safety and Health Committee. In addition, it accepts relevant audits from domestic and foreign third-party verification units or customers from time to time, so as to continuously improve and enhance the operation of occupational safety and health in the factory area.

(IV) Description of hazardous substance management system

  • In order to move towards green products, TXC Corporation's products strictly prohibit the use of controlled substances in raw materials, materials, processes, equipment and other business activities, so that the product design, manufacturing and shipment can comply with the requirement standards of no use, no mixing, and no contamination., thereby reducing the impact of products and services on the environment, and actively taking relevant response measures as follows:

  • (1) Comply with international and domestic hazardous substances laws and regulations, such as: EU RoHS 2.0 [Restriction of Hazardous Substances in Electrical and Electronic Equipment Directive (EU) 2015/863], EU WEEE [Waste Electrical and Electronic Equipment Directive (2012/19/EU)] , EU REACH [Chemical Registration, Evaluation, Authorization and Restriction Directive (EC) No. 1907/2006], etc., ELV [Waste Vehicle Directive (2005/24/EC)], etc., as well as the green product requirements of key customers, including: Meet the halogen-free regulations, and follow the most stringent requirements in TXC EMS011 (HSM011) "Environmental Management Substance Management Specifications".

  • (2) In addition to obtaining the IECQ QC 080000 Hazardous Substances Process Management System certification and maintaining the validity of the certificate, it also continues to pass the Green Partner certification of the international major manufacturer SONY.

  • (3) In order to meet the design goals of green products, use green procurement as the basis for continuing to provide green products, and through publicity, training and communication, require the products provided by suppliers to comply with TXC EMS011 (HSM011) "Environmental Management Substance Management Specifications" , at the same time, suppliers are encouraged to introduce the IECQ QC 080000 hazardous substances process management system in addition to the basic ISO 9001 quality system to implement the implementation of green supply chain.

  • (4) Based on the belief of protecting the earth and benefiting the next generation, as well as the corporate responsibility of jointly maintaining the overall ecological environment, the company shoulders the mission of contributing to society and comprehensively and actively promotes environmental management activities with a prudent attitude.TXC Corporation’s no-hazardous substance policy and commitment are as follows:

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TXC Corporation’s No Hazardous Substance Policy and Commitment

  • (1) Be the best green product partner of customers according to the most stringent relevant regulations or customer requirements.

  • (2) Confirm organizational operations and provide resources, promote environmental education, and strengthen the environmental awareness and goals of all employees and supply partners.

  • (3) Design green products, paying attention to products and production processes without harmful substances.

  • (4) Continuously improve through company-related activities to achieve the company's goal of sustainable operation.

(5) Through the above procedures and policy requirements, the company has set the following hazardous substances management goals, and the achievement performance in 2024 will be 100%.

No. Item 2024 2024
Target Results
1 Number of returned items due to non-compliance with GP
requirements
0 0
2 The number of abnormal cases of hazardous substances in
the factory
0 0
3 The number of finished products that do not comply with
GP for hazardous substance testing
0 0

(V) Other supplementary briefing

In order to strengthen the fulfillment of corporate social responsibility, TXC Corporation’s is regularly audited to ensure that the code of conduct and procedures in labor, health and safety, environment, ethics and management systems are consistent with the "RBA Responsible Business Alliance Code of Conduct". In addition, the 2024 "Greenhouse Gas Inventory Report" is based on the new version of ISO 14064-1: 2018 Greenhouse Gas Inventory Standard, and complete and reliable information will be disclosed in the sustainability report. Corporate social welfare activities in 2024 please refer to the company’s website for details.

In the future, we will continue to promote various environmental, safety and health-related activities in the factory to ensure the safety and sanitation of the working environment and maximize the safety of colleagues. The company’s detailed information on the promotion and tracking of environmental protection is posted on the company’s website.

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V Labor Relations

(I) Employee welfare measures

  • 1 Employee welfare

People-oriented, treating employees well, and creating a happy corporate culture: Taiwan Crystal Technology adheres to the principle of complying with labor laws and is committed to promoting labor rights, upholds an attitude of non-discrimination and respect for employees, and shares the company's achievements through a reasonable salary and reward welfare system and an improved talent cultivation mechanism. Establish the self-worth of colleagues, take into account the balance between work and life, and identify and work together towards the company's vision.

(1) Profit sharing, creating a win-win situation

TXC Corporation adheres to the concept of profit sharing with employees to attract outstanding talents, motivate and retain existing employees. Therefore, in terms of starting salary, salary classification, bonuses and employee remuneration, it not only follows the provisions of Taiwan's labor laws, but also observes the labor market and average salary levels. It is also higher than peers. Its evaluation mainly considers academic qualifications, work experience, professional skills, job responsibilities, and future development and work performance, without regard to race, class, language, religion, politics, nationality, gender, age, marriage or union status. and other factors, and there is any differential or discriminatory treatment, in addition to the basic monthly salary, we provide Spring Festival bonus, Autumn Festival bonus, employee remuneration, performance bonus, project bonus, patent bonus, outstanding contribution bonus, outstanding employee bonus... and other incentive programs . The company has also set up an "employee stock ownership trust" to provide relatively allocated bonuses to assist employees in long-term investment, financial management and retirement planning.

(2) Taking care of every important moment of employees

In addition to adding labor insurance and national health insurance to employees in accordance with the law, we also plan group comprehensive insurance to provide life insurance, critical illness insurance, accidental injury insurance, accidental medical treatment, hospitalization, and occupational disaster insurance, and safety insurance protection for overseas business trips. To take care of employees' families and lives, we have specially formulated the "Employee Child Care Subsidy Measures" to provide child care subsidies for children aged 0 to 5 years old. Those who meet the qualifications can receive a child care subsidy of at least NT$180,000 per child to reduce the financial burden of employees' child care. , and responds to the government’s countermeasure plan for the development of children. TXC_Foundation provides scholarships for employees’ children. The company also provides wedding bonuses, maternity gifts, hospitalization condolences, white condolence payments, and emergency subsidies to help those who are in emergencies or are unable to afford it due to work and business related issues. Colleagues, provide timely assistance and help them tide over the difficulties.

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In line with the concept of a happy enterprise and caring for retired colleagues, the OB Association was established in 2013, with the hope that one day one can be a member of TXC Corporation and receive care and support from TXC Corporation after retirement. At least two events are held regularly every year to promote emotional exchanges and information sharing, so that retired colleagues can continue to retire, explore the talents of members, and combine the resources of TXC_Foundation and volunteer clubs to invest in community senior activities and charity promotions; At the same time, we care about the lives and health of members, provide timely referral resource services and condolence payments, and practice social responsibility.

(3) Flexible work and happy holidays

Various types of leave are granted in accordance with the Labor Standards Act. If employees need a longer leave due to childcare, military service, serious injuries, etc., they can apply for leave without pay, and then apply for reinstatement after the period expires. Promote make-up days without having to work, flexible commuting, paid typhoon leave, charity volunteer leave, exclusive birthday leave, and summer vacation, so that colleagues can fully rest, take into account family and life, and build employees' leisure life and interests.

(4) Thoughtful environmental facilities

Through hardware facilities, employees can improve their care space and direct convenience to build a friendly working environment. The company has set up a fully healthy employee restaurant, which provides lunch and dinner subsidies for colleagues. It uses organic vegetables, domestic pork, olive oil and non-processed food to ensure the health of employees. It also has warm and comfortable staff dormitories, OK convenience stores, exclusive breastfeeding rooms for mothers, medical rooms, libraries, free coffee supply, free car/motorcycle parking lots, etc. to provide employees with the best experience. At the same time, employees are encouraged to establish exercise habits and provide complete sports and leisure spaces, including gyms, multi-functional sports halls, softball fields, billiard rooms, basketball courts, and badminton courts, so that employees can sweat to their heart's content.

(5)Multiple health promotion

Committed to creating a physically and mentally healthy workplace environment, providing a variety of health information, lectures, and activities, promoting the importance of preventive health care, and improving workers' health awareness and self-health management skills; for example: setting up an independent medical office space to provide work-related injury prevention, Health consultation and injury treatment; equipped with on-site occupational specialists and full-time nurses to provide professional consultation, medical advice and health education guidance; set up open blood pressure machines and body fat meters for personnel to use at any time to effectively grasp self-health monitoring information ; Provide all-employee health examinations and special health examinations that are better than regulations, and implement health management and abnormal tracking; special protection and guardianship, maternal health management in the workplace, and set up warm milk collection rooms for personnel to use with peace of mind; preventive management of cardiovascular diseases Diseases, musculoskeletal and other emerging occupational diseases, actual visits to the site to assess the hazards, feedback of health information and improvement suggestions. We also attach great importance to promoting

139

corporate health implementation and performance, actively cooperate with and participate in workplace health promotion activities promoted by health agencies, and obtain the Healthy Workplace Certification Health Promotion Label from the National Health Service of the Ministry of Health and Welfare.

  • (6) Establish an employee welfare committee

The company has established an "Employee Welfare Committee" to plan and promote a variety of activities based on the concept of "work/life balance" to allow employees to relieve physical and mental stress, thereby improving work efficiency and creating a physically and mentally healthy workplace. Plan various employee activities, such as: annual party, parent-child family day, employee sports meeting and other large-scale fun activities; domestic and foreign employee travel subsidies to allow employees to recharge their batteries; holiday activities and gifts, special store discounts, and good health benefits There is no end to it, and we actively encourage employees to establish exercise habits, regularly organize various sports events, and provide diverse and rich club life such as baking club, softball club, basketball club, badminton club, essential Oil Club, table tennis club, volunteer club, etc. to encourage employees Through club activities, we combine enthusiasts with similar interests to help employees strike a balance between work and life.

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  • 2 Employee education and training

  • i. The Company provides employees a multiple learning environment. Colleagues can continually challenge their growth limit through internal external training, OJT, KM knowledge management system , reading clubs, online physical library, and supervisor peer instruction. At the same time, through the new employees professional technology supervisor coaching general knowledge course self-development education and training system to bring maximun satisfaction for employees! On the other hand, through planning of job category job level, work rotation, project allocation and overseas assignments to integrate their lives with their careers and enable them enjoy the happiness of growth in knowledge and skills and develop a bright future.

  • ii. The Company has established ‘’Education and Training Guidelines’’, ‘’Mandatory Occupational Course Guidelines’’, and ‘’Employee Promotion and Reassignment Guidelines’’ to plan related training courses in accordance with occupational and professional requirements in order to improve employee knowledge and skills, overall quality of employees and operation performance. Related education and training performance in 2024 is listed in the table below:

Factory No. of
Class
No. of
Sessions
No of
Trainees
No. of
Hours
Expense(NT$)
PCF 154 301 7,418 16,365 1,177,922
NGB 314 392 29,583 36,401 1,541,152
CKG 55 76 8,539 23,538 4,051,700
TETC 305 305 21,855 36,045 2,073,108
SUB 14 11 242 994 1,034,501
Total 842 1,085 67,637 113,343 9,878,383
  • 3 Implementation of employee satisfaction survey In order to understand the expectations and suggestions of colleagues for the company and provide a better working environment, the company conducts an employee opinion survey every year. The 2024 employee opinion survey was launched in September 2024. The survey subjects were all employees, and the questionnaire response rate was 81%. The content of this satisfaction survey covers ten aspects, including industry prospects, the company's overall working environment, supervisor management style and ability, employee job awareness and satisfaction, organizational communication and coordination, employee benefits, department performance evaluation, employee learning and development, company image and unit growth awareness.
awareness.
Surveysubjects All employees
Questionnaire return
rate
81%
Surveyfrequency Once ayear
Questionnaire items The satisfaction survey includes ten aspects: industry prospects, overall
company work environment, supervisor management style and ability,
employee job awareness and satisfaction, organizational communication and
coordination, employee benefits, department performance evaluation,
employee learning and development, company image and unit growth
awareness.
Surveyresults Usinga six-point scale,the company's average satisfaction results tend to be

141

"satisfied".
Improvement plan The employee opinion survey results are reported at the management
meeting, and communication is strengthened and improvement plans are
launched:
1. Continue to pay attention to employee feedback and implement
improvements. Through monthly employee seminars, instant
communication and effective response to employee suggestions.
2. Add new communication channels and provide EAP resources to assist
employees. This will be implemented from January 1, 2025.
3. Revitalize the organization, optimize the work environment, and establish
a transparent and open communication channel. In 2025, the "I have good
suggestions" instant response QR-Code will be launched to improve the
immediacy of employee suggestion feedback.
4. Enhance the sense of belonging to the organization, strengthen
organizational effectiveness and drive corporate growth through the above
solutions.
  • 4 Pension System Implementation

TXC’s employee retirement measures are fixed according to labor standard laws; in accordance with period legal reminders, reseave 9% of monthly salary for retirement preparatory funds are paid into the Bank of Taiwan, and an Occupational Retirement Preparatory Fund Supervisory Committee is then responsible for managing and using the retirement fund. Starting July 1[st] , 2005, in accordance with labor retirement fund regulations, reseave 6% of monthly salary for monthly retirement payments are transferred into special individual retirement accounts established by the department of labor; a separate appointed agent retirement fund was established in January 2007, reseave 8% of monthly salary for employee pension to ensure that retirement plans are managed professionally.

In 2024, we will launch a special project called "Early Collection of Old System Retirement Benefits", which will allow colleagues who choose the new system and retain their years of service under the old system to settle their years of service under the old system and collect their old system retirement benefits in advance, allowing them to flexibly carry out personal financial planning.

  • 5 Labor-management agreement and implementation status

TXC Corporation values the opinions and feelings of colleagues on organizational development or various operations, and fully provides smooth and diverse communication channels or complaint mechanisms. In addition to conducting labor-management meetings in accordance with the law, the company also conducts annual employee opinion surveys. In 2024, 922 employee opinion survey questionnaires were distributed, with a response rate of 81%; 12 employee seminars were held in 2024; 632 foreign conference participants in 2024; In addition, the company has set up employee suggestion boxes, WeCom, E-mail, telephone and other diverse communication channels, and is committed to providing smooth communication channels, so that the company's direction and employee opinions can be fully communicated, and as a basis for improving and providing a better working environment and conditions.

142

  • 6 Protection measures for the working environment and personal safety of employees In order to protect the work safety of employees and protect the working environment and personal safety of employees, in addition to setting up an "Occupational Safety and Health Committee" and holding regular committee meetings to review the effectiveness of business development and occupational safety and health matters, various management measures have also been formulated. All colleagues are required to implement it thoroughly; in addition to purchasing group insurance every year, the company also regularly holds occupational safety and health lectures, sends people to participate in relevant occupational safety and health courses, and formulates the "TXC Emergency Response Plan" and "Environmental Safety and Health Management Manual" ", etc., in order to protect the life safety of our colleagues and calmly respond to emergencies. For relevant content, please refer to our company's website. In order to achieve the goal of zero disaster, the company regularly reviews and revise the annual emergency response plan and environmental, safety and health management manual, and then formulates detailed implementation operations based on the plan content, which are implemented by relevant units according to the plan schedule and content, and through The audit system identifies deficiencies in implementation, formulates emergency response plans and environmental, safety and health management manuals for the next year, and conducts review and corrections at any time based on the implementation process and audit operations to reduce the hazard risks of the business unit and achieve the goal of zero disasters.

Environmental, Safety and Health Policy

During the R&D, manufacturing, testing, and sales processes, TXC Corporation must comply with regulations and comply with other relevant requirements to prevent occupational disasters and continuously improve the operation of the management system to align with international standards. In line with our corporate responsibility to protect our employees and care for the earth, we promise to:

  • Ensuring employee safety and health is the primary responsibility and obligation of managers

  • at all levels of the company

  • Protect all plant personnel by preventing work-related injuries, ill-health, illness and

  • accidents

  • Comply with laws and regulations, reduce the impact of environmental pollution, and

  • develop standard operating procedures and methods

  • Communicate policies and provide necessary education and training to employees, suppliers,

  • customers, contractors, and stakeholder groups to ensure that they have environmental safety and health awareness and correct behavior

  • Continuously improve management system operations and improve performance

  • Produce green products, promote waste reduction campaigns, and continue to organize and

  • organize to create a safe and hygienic environment

  • The company promises to use the most advanced international and domestic environmental

  • safety and health standards as the basis for self-improvement

143

  • (II) The losses suffered in the recent years due to labor disputes, and the estimated current and future estimated amounts and corresponding measures: The company's labor relations have been harmonious since its establishment. In the most recent year and as of the publication date of the annual report, there have been no losses due to labor disputes, and no major labor disputes have occurred since its establishment.

  • (III) Ether there is a defined employee behavior or ethical code

  • The company has set a second edition of the "TXC Code of Conduct" in both Chinese and English to regulate the behavioral ethics of all subordinates of the company.

  • (IV) Fulfillment of social responsibility

  • There company’s corporate social responsibility has always including three aspects: corporate philanthropy, corporate governance and environmental safety & health. In the future, related resources from external units that have been cooperating over a long period with our company will be fully integrated. This combined with the high level of enthusiasm and caring shown by our volunteer employees and the newly established charity and compassion foundation will show our commitment to displaying a spirit of ‘giving back to society’, making maximum use of limited resources and encouraging the joint participation of neighboring communities and companies. By making a greater impact with our philanthropic activities, TXC will set out a path for sustainable operations and expand the reach of our philanthropy. For the implementation of sustainable development, please refer to the company's website and sustainability report.

VI Information and Communication Security Management

  • (I) Describe the information security risk management framework, the information security policy, the specific management plan and the resources invested in the information security management, etc.

  • Information Security Management Organizational Structure The company has established an information security committee to promote information security management. The general manager serves as the chairman, the information security chief (and convener) is concurrently held by the top director of the management center, the deputy convener is concurrently held by the top director of the Netcom Information Office, and the convening committee is held by each center. The supervisor is concurrently held, and a review meeting is held at least once a year. In addition, depending on business needs or major changes, when there is a risk of affecting information security, a meeting may be held from time to time. In addition, in order to implement information security management, the Information Security Executive Team under the Information Security Committee is responsible for the implementation and control of various information security operations, as well as information security incident handling and emergency response. The information security audit team is responsible for conducting information security internal audit and tracking at least once a year according to the information security internal audit plan.

144

  1. Information Security Policy

  2. "In order to ensure the safe use of internal information, TXC Corporation avoids improper disclosure of information and enables the continuous operation of various business information operations, maintain the effectiveness of internal management systems, and strengthen the confidence and satisfaction of customers and suppliers etc. related parties.”

  3. Information Security Specific management plan

  4. In order to maintain the confidentiality, integrity and availability of the company's information assets, through the joint efforts of all colleagues to achieve the following goals:

  5. (1) Protect information about the company's business activities from unauthorized access, modification and improper disclosure.

  6. (2) Protect the correctness of the company's important business information processing.

  7. (3) Maintain the high availability of the company's information operations.

  8. (4) Handle information security education and training, and communicate information security-related publicity in supervisory meetings to promote employees' awareness of information security and strengthen their awareness of related responsibilities.

  9. (5) Implement information security internal audit system to ensure the implementation of information security management

In order to ensure the achievement of information security goals and objectives, the effectiveness of the evaluation will be monitored at ordinary times. The situation should be notified and corrective measures should be taken when any suspected non-compliance event occurs, and the information security goal promotion situation should be reported to the information security management committee. Through information security education and training and promotion activities, and to convey information security-related publicity in the supervisor meeting, in order to promote employees' information security intentions and strengthen their awareness of related responsibilities.

  1. Investment resources

  2. (1) Since the company introduced the ISO27001 information security management system in 2011, it has continued to pass regular third-party verification every year, and obtained the ISO/IEC 27001:2022 transition certification in September 2023, strengthening its effectiveness in information security management and control.

  3. (2) The company applies the Cyber-Defense Matrix architecture to plan the information security protection network, focusing on vulnerability scanning and analysis, anti-virus, IP management and network access control, email defense, and strengthening firewall construction and regional defense to avoid single points of failure. This caused the company-wide network failure. At the same time, in order to strengthen the internal network defense, introduce endpoint management and file encryption, and strengthen internal and external information security protection.

  4. (3) Through threat detection and response (MDR) and network detection and response (NDR), we continue to strengthen information security incident detection and analysis, strengthen weaknesses and the need for prevention. We also conduct social engineering drills to enhance employees' information security awareness and promote correct concepts.

  5. (4) In response to the requirements of the Financial Supervisory Committee, one information security manager and one person will be appointed to be responsible for information security governance and overall management of information security-related businesses. At the same time, information security awareness was enhanced through information security e-newsletters (12 times in total) and factory-wide

145

information security promotions (4 times in total).

  • (II) List the losses, possible impacts and countermeasures caused by major information security incidents in the most recent year and up to the date of publication of the annual report. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated.

  • Information monitoring, audit and enforcement results from the fourth quarter of 2023 to the third quarter of 2024 were reported to the board of directors on November 4, 2024.

  • The company has not had any major cyber attacks or other related information security incidents that impacted the company's operations in 2024.

146

VII Important Contracts


Contractual
Limitation
Company Contract Party Start Date-End Date Main Content

Nature
Clause
TXC Software licensing ORACLE TAIWAN LLC,
TAIWAN BRANCH (U.S.A.)
2002/09~ Permanent
licensing
Oracle ERP R12.1.3 Licensing,
transfer
prohibited
Software licensing ORACLE TAIWAN LLC,
TAIWAN BRANCH (U.S.A.)
2011/04~ Permanent
licensing
Oracle Agile PLM Licensing,
transfer
prohibited
Software licensing Ares International Corp. 2011/08~ Permanent
licensing
GUI/VAT Product
licensing
Licensing,
transfer
prohibited
Software licensing Intumit Inc. 2014/10~ Permanent
licensing
(SmartKMS
8)Knowledge
Management System
Licensing,
transfer
prohibited
Software licensing SUNNET Technology Co. 2015/03~ Permanent
licensing
Training Master
(CTMS)
Licensing,
transfer
prohibited
Software licensing SUNNET Technology Co. 2015/03~ Permanent
licensing
Power Master (CSAS) Licensing,
transfer
prohibited
Software licensing Ares International Corp. 2019/11~ Permanent
licensing
CiMes Software product
licensing

Licensing,
transfer
prohibited
Software licensing FACET TECHNOLOGY INC. 2020/01~ Permanent
licensing
EAP SECS
Development Tools -
Runtime License RMS
Site Limited License
Licensing,
transfer
prohibited
Software licensing Ares International Corp. 2021/05~ Permanent
licensing
Recruitment
management system
authorization
Licensing,
transfer
prohibited
Software licensing Ares International Corp. 2021/05~ Permanent
licensing
Area-PP (Privacy
Guard) authorization
Licensing,
transfer
prohibited
Software licensing M-Power Information Co., Ltd. 2022/03~ Permanent
licensing
Group Consolidated
Reporting System
(GCRS)
Licensing,
transfer
prohibited
Software licensing M-Power Information Co., Ltd. 2022/03~ Permanent
licensing
Financial Note
Disclosure System
(FNDS)
Licensing,
transfer
prohibited
Software licensing M-Power Information Co., Ltd. 2022/08~ Permanent
licensing
Make Your Own
Financial Statements
(EZPI)
Licensing,
transfer
prohibited
Software licensing Galaxy Software Services
Corporation (GSS)
2022/08~ Permanent
licensing
Vitals ESP knowledge
management enterprise
cloud system suite
(product)software
Licensing,
transfer
prohibited
Software licensing FanRuan Software Co., Ltd. 2023/04~ Permanent
licensing
FineBIFineReport
software
Licensing,
transfer
prohibited
TXC
(NGB)
Software licensing Hangzhou Jinmai Software Co.,
Ltd.
2010/07~ Permanent
licensing
CAD Internet version
software licensing
No transfer
without consent

147

Software licensing Hangzhou Yinyang Information
Co., Ltd.
2017/05~ Permanent
licensing
Office2016 and WinPro
Licensing
Licensing,
transfer
prohibited
Software licensing Yanwei Trading (Shanghai) Co.,
Ltd.

2017/12~ Permanent
licensing
SolidWorks standard
2017 package
Licensing,
transfer
prohibited
Software licensing Guangzhou Saiyi Information
Technology Co., Ltd.
2018/06/28~ Permanent
licensing
Smart factory Licensing,
transfer
prohibited
Software licensing
Shanghai Chuangsheng
Information Technology Co.,
Ltd.
2018/10~ Permanent
licensing
UG10000-WISD and
NX11110
Licensing,
transfer
prohibited
Software licensing Fansoft Software Co., Ltd. 2020/04~ Permanent
licensing
Electronic Data
Analysis System
Licensing,
transfer
prohibited
Software licensing Shanghai Fanwei Network
Technology Co., Ltd.
2020/04~ Permanent
licensing
Pan Micro OA Licensing,
transfer
prohibited
Software licensing Aijia Software (Suzhou) Co.,
Ltd.
2020/12~ Permanent
licensing
HCP System Licensing,
transfer
prohibited
Software licensing Shanghai Jinge Information
Technology Co., Ltd.
2021/03~ Permanent
licensing
RFID application
software
Licensing,
transfer
prohibited
Software licensing Shanghai Jiuwu Internet
Technology Co., Ltd.
2021/08~ Permanent
licensing
Zenon software system Licensing,
transfer
prohibited
Software licensing Shanghai Jiuwu Internet
Technology Co., Ltd.
2021/08~ Permanent
licensing
DataStation System
Software
Licensing,
transfer
prohibited
Software licensing Suzhou Guantong Automation
Technology Co., Ltd.
2021/12~ Permanent
licensing
Power balance
automatic control
project
Licensing,
transfer
prohibited
Software licensing
Suzhou Guangshidai
Electromechanical Equipment
Co.,Ltd.
2022/01~ Permanent
licensing
Equipment material
synchronization
management software
Licensing,
transfer
prohibited
Software licensing Ningbo Sijie Information
Technology Co., Ltd.
2022/05~ Permanent
licensing
Access Control/
Consumption Card
System
Licensing,
transfer
prohibited
TXC
(CKG)
Software licensing Shanghai Hupu Information
Technology Co., Ltd.
2014/08~ Permanent
licensing
Intranet security
management software
Licensing,
transfer
prohibited
TXC
(TETC)
Bank financing AGRICULTURAL BANK OF
CHINA(ABC)
2022/11/07-2027/11/01 Medium and long term
loans
None
TXC
(CKG)
Bank financing China Trust Bank 2023/04/03~2025/04/02 Short-term loans None

148

Chapter 5 Review of Financail Conditions, Operating Results, and Risk Managment

I. Financial Statement

Financial Statement Financial Statement Financial Statement
Unit: NT$1,000
Year Difference
Item 2024 2023 Amount %
Current Assets 12,559,274 10,812,022 1,747,252 16.16
Non Current Assets 9,611,252 8,010,355 1,600,897 19.99
Total Assets 22,170,526 18,822,377 3,348,149 17.79
Current Liabilities 4,198,909 4,768,275 (569,366) (11.94)
Non Current Liabilities 1,527,438 2,180,486 (653,048) (29.95)
Total Liabilities 5,726,347 6,948,761 (1,222,414) (17.59)
Share Capital 3,429,930 3,097,579 332,351 10.73
Capital Surplus 4,622,137 1,718,693 2,903,444 168.93
Retainded Earnings 8,345,148 7,585,111 760,037 10.02
Other Equity (72,860) (527,767) 454,907 86.19
Non-ControllingInterests 119,824 0 119,824 100
Total Equity 16,444,179 11,873,616 4,570,563 38.49
Explanation for the analysis on the changes during the past two years. (This analysis can be exempted if
the change is less than 20%)Explanation:
1. The decrease in non-current liabilities and the increase in capital reserve are mainly due to the
conversion of corporate bonds and private placement.
2. The increase in other equity is mainly due to the increase in exchange differences in the translation
of financial statements of foreign operating institutions.
3. The increase in non-controlling interests is due to the establishment of a subsidiary (PT TXC
TECHNOLOGY INDONESIA) with a shareholding ratio of 81.22% in the Indonesian factory in
2024.

149

II. Financial Performance

(I) Comparative analysis table for the operating results

I) Comparative analysis table for the operating results I) Comparative analysis table for the operating results I) Comparative analysis table for the operating results I) Comparative analysis table for the operating results I) Comparative analysis table for the operating results
Unit: NT$1,000
Year Increase(Decrease)

Items 2024 2023 Amount Change
Sales 12,672,258
10,850,402

1,821,856

16.79
Cost of Goods Sold 8,185,113
6,990,395

1,194,718

17.09
Gross Profit 4,487,145
3,860,007

627,138

16.25
OperatingExpenses 2,350,661
1,990,986

359,675

18.07
Profit from Operations 2,136,484
1,869,021

267,463

14.31
Non-Operating Income and 438,356
194,225

244,131

125.69
Expenses
Profit before Income Tax 2,574,840
2,063,246

511,594

24.80
Income Tax Expense 438,301
349,544

88,757

25.39
Net Profit for The Year 2,136,539
1,713,702

422,837

24.67
Other Comprehensive 471,440
(153,718)

625,158

406.69
Income(Loss)
Total Comprehensive 2,607,979
1,559,984

1,047,995

67.18
income(Loss)for The Year
Explanation for the analysis on the changes during the past two years. (This analysis can be exempted if the
change is less than 20%) Explanation:
1. The increase in non-operating income and expenses was mainly due to the increase in net
foreign exchange gains.
2. The increase in net profit before tax, income tax expense and net profit for the current period
was mainly due to the increase in revenue and net foreign exchange gains for the current period.
3. The increase in other comprehensive income and loss was mainly due to the increase in
exchange differences in the translation of financial statements of foreign operating institutions.
4. The increase in total comprehensive income and loss for the current period was mainly due to
the increase in net profit for the current period and the increase in exchange differences in the
translation of financial statements of foreign operatinginstitutions.
  1. The increase in non-operating income and expenses was mainly due to the increase in net foreign exchange gains.

  2. The increase in net profit before tax, income tax expense and net profit for the current period was mainly due to the increase in revenue and net foreign exchange gains for the current period.

  3. The increase in other comprehensive income and loss was mainly due to the increase in exchange differences in the translation of financial statements of foreign operating institutions.

  4. The increase in total comprehensive income and loss for the current period was mainly due to the increase in net profit for the current period and the increase in exchange differences in the translation of financial statements of foreign operating institutions.

(II) Expected sales quantity and its basis

In 2025, the company will maintain a prudent and conservative attitude. In addition to continuing to develop new products and new processes with the support of existing customer orders, and expanding production capacity and optimizing product processes, the company will accelerate the expansion of AI, HPC, automotive electronics and other niche/emerging market industries revenue share. The products have gradually obtained customer certification and recognition. It is expected that revenue will contribute to new products and production line expansion. In addition, it will continue to improve on miniaturized, high-frequency, and low-energy precision products. Under the conditions of effective management of customer relationships and product diversification, the total combined sales volume is expected to exceed 4.6 billion units, with a global market share of approximately 10~12%. The estimated target is to maintain the leading position in the global quartz industry.

150

III. Cash Flow

Unit: NT$1,000
Cash Balance
(including the amount
affected by exchange rate)
3,906,374
Beginning Net Cash Provided by
Net Cash Provided by
Net Cash Provided by
Cash Balance

Cash Balance
(Used in) Operating
Activities of the year
(Used in) Investing
Activities of the year
(Used in) Financing
Activities of the year
(including the amount
affected by exchange rate)
4,204,269 2,591,493 (3,132,101) 80,609 3,906,374

(I) Analysis on changes in cash flow of the year:

  • (1) Operating activities: The main changes are from the current net profit plus depreciation and the changes in working capital.

  • (2) Investing activities: The main changes are from capital expenditures and changes in financial assets.

  • (3) Financing activities: The main changes were due to cash capital increase, repayment of loans and corporate bonds, and payment of cash dividends.

(II) Remedy for cash shortage and liquidity analysis: None.

  • (III) Cash liquidity analysis for the coming year:

  • On the premise of maintaining a stable cash flow, the company will consider the financial market conditions based on the cash balance on the account and the cash flow of operating activities and investment activities, and prudently plan and control various cash expenditures related to investment and operations.

IV. Impact of major annual capital expenditure on financial operations

The company's major capital expenditures in 2024 are to pay for the expansion of production line equipment and the upgrade of miniaturized product equipment to meet market customer demand and optimize the company's product portfolio and technical specifications. Based on the consolidated financial statements, the amount paid for the purchase of fixed assets in 2024 is NT$2.479 billion, accounting for approximately 19.56% of net sales. The company will continue to expand production capacity and invest in new product development. It is expected that this will contribute to the company's long-term development plan. The growth momentum of operations will not have a significant impact on financial operations in the short term.

151

V. The main reasons for the profit or loss resulted from joint venture policies in the most recent year, the improvement plan thereof and the investment plan for the coming year:

Explanations
Projects
Amount
(NTD thousand)
Policies Main reasons for the
profit or loss
Improvement
plan
Other future
investment
plan
TAIWAN
CRYSTAL
TECHNOLOGY
INTERNATION
AL LIMITED
NT$ 1,230,706 Investing
China
subsidiaries,
OBU
The main reason for profit
this year is the increase in
production capacity, yield
rate and product quality.
Continue to
maintain the
company's
operating
performance
Other related
expansion
investment
plans are
under
continuous
evaluation.
TAIWAN
CRYSTAL
TECHNOLOGY
(HK) LIMITED
NT$ 3,700 Trading The main reason for this
year’s profit is that
operating activities have
begun to expand
Continue to
maintain the
company's
operating
performance
None

VI. Risks analysis and assessment

(I) Policies and organizational structure of risk management

  • The Company's risk management policy is to establish a risk management mechanism for risk identification, measurement, supervision and control, and to configure an integrated risk management system. To conduct risk management, analysis and evaluation on the following issues: 1. Business / Law / Regulations / Standards; 2. Changes in political environment; 3. Changes in economic / financial environment; 4. Natural disasters (climate change); 5. Technology and information; 6. Competitive environment; 7. Facilities / equipment; 8. Business / market operations; 9. Related Supply chains; 10. Financial operations; 11. Community / Environmental Security and Hygiene; and 12. Personnel etc., total 12 items and 92 indicators, in order to develop mitigation strategies and operational continuity plans to eliminate, reduce, transfer, accept risks, and promote appropriate risk management-oriented business model, achieving operational goals to enhance shareholder value, and major risks such as marketing market, production operation, human resource planning, new product development progress, and financial accounting control faced by various business operations, except in addition to the original system norms and treatments, actively develop advanced and highly sensitive procedures and guidelines for supervision, evaluation, and risk management to balance safety and efficiency, and establish economically effective business operation models, such as strengthening the establishment of information systems, strengthen early warning and monitoring capabilities and promote the ISO22301 and ISO31000 risk management systems related to risk identification and management; and have completed the establishment and certification of ISO27001 Information Security Management Systems and AEO.

152

In 2014, the Company formulated the "Key Operational Risk Management Methods" for various identifiable risks, which were approved by the Board of Directors. On December 23, 2024, the "Operational Risk Management Methods" were re-formulated to formulate operational risk management policies and implementation procedures, which were approved by the Board of Directors. The Company's operational risk framework and criteria are provided to various departments for relevant risk identification and assessment, and response measures and supervision plans are formulated based on the results, so that the potential key operational risks identified can be minimized through daily supervision, management and control, so that the probability of various key operational risks can be minimized. The Company has a risk response organization, and the Chairman authorizes the General Manager to serve as the convener to establish an operational risk management committee to coordinate and direct the promotion and operation of the risk management plan.

The execution status of operational risk management in 2024 is as follows, and the execution status has been reported to the board of directors on November 4, 2024:

Risk Identification Issues Risk
Response
Risk Countermeasures
The US-China
technology/trade war
continues, and the uncertainty
about the growth and changes
of China's brand
consumer/communications
industryis still high
Reduce
risk
impact
1. Continue to strengthen the four new
projects
2. Pay attention to the development of new
products of related Chinese brand customers.
3. Accelerate the progress of overseas
investment and factory establishment
Suppliers' supply risks increase
with the intensification of
climate change. Reduce risk
impact
Reduce risk
impact
1. Pay attention to various changes and
response plans in logistics operations
2. Pay attention to possible changes in
customers'supplierstrategies
Basic wage increases, labor
insurance premiums, electricity
prices and inflation, production
costs will inevitably rise,
which will affect costs and
profits
Reduce risk
impact
Reduce risk impact Due to a series of
impacts such as labor shortages, inflation
and geopolitical conflicts, the global supply
chain costs have risen, labor wages have
risen, insurance premiums have risen, and
production costs have risen. The company
has taken the following controllable
measures to ensure long-term
competitiveness and the rights of
stakeholders
1. Continue to invest in advanced technology
and new product development, enhance
product advantages, improve manufacturing
costs, adjust product portfolio and profit
structure, and avoid the impact of rising
costs of existing products on overall sales
and erosion of profits
2. Continue topromote digitalization and

153

Risk Identification Issues Risk
Response
Risk Countermeasures
automation applications, use artificial
intelligence and digital technology to
improve per capita productivity, reduce
inefficiency and waste, and thus reduce the
impact of rising external costs
3. Consider setting up and expanding
production lines in countries and regions
with lower production costs, thereby
dispersing political risks in the supply chain
and reducingoverallproduction costs
The newly announced three
sub-laws of the carbon fee will
affect production costs
Reduce risk
impact
According to the results of the company's
greenhouse gas inventory, carbon dioxide
emissions have not yet reached the level of
carbon fees expected by the government. At
present, the company has no immediate risk
of being levied carbon fees. In 2023, the
company signed a CPPA contract for the
purchase of renewable energy with the
power sales company and began to use
electricity in 2024. In 2024, the company's
annual renewable energy accounted for 10%,
and the proportion will increase year by
year. The company continues to promote
relevant measures for energy conservation
and carbon reduction every year, hoping to
achieve the goal of net zero carbon
emissions by 2050. In summary, the risks of
climate change to the company are still low
and controllable
ESG promotion Eliminate
risks
1. Increase ESG promotion related resource
investment
2. Strengthen ESG related information
disclosure onthe officialwebsite
Development of the
Israeli-Kazakh war
Reduce risk
impact
Immediately conduct multiple logistics plan
simulations and respond quickly according
to current events
Rapid exchange rate changes Reduce risk
impact
1. Match transaction conditions with
material suppliers
2. Financial risk avoidance should be more
active
Rapidly rising demand for
automotive
Reduce risk
impact
1. Strengthen the control of customer
medium- and long-term demand information
2. Review the safety inventory plan
3. The expansion progress of TETC New
Plant must be accurate and meet customer
certificationaccording to schedule
Frequent natural disasters Reduce risk 1. Review the supplier safetyinventory

154

Risk Identification Issues Risk
Response
Risk Countermeasures
impact agreement
2. Conduct multiple logistics plan
simulations
Low-risk country production
site Demand
Eliminate
risk
Project to promote third production site to
achievequalityand on schedule.
  • (II) Impact of recent year interest rates changes, exchange rate fluctuation and inflation on the profit or loss of the Company and the future countermeasures therefor.

  • (1) Impact of recent year interest rates on the profit or loss of the Company and the future countermeasures therefor:

    • i Impact of interest rates on the profit or loss of the Company and the subsidiary

      • In 2024, the net interest of the Company and its subsidiary was NT$56,143,000 and the Company’s interest expense will be increased by approximately NT$3,483,000 for every 0.25% increment in the market interest rate.
    • ii Future countermeasures

      • Since the Company and its subsidiary have sound financial structure together with the gradual expansion of the Company’s business scale, it has close long-term cooperation with the banks. Through the bank’s assistance, it has been able to obtain better interest rates and terms to improve its financial structure, enrich medium and long-term working capital and reduce the risks of interest rate changes. Its financing costs have been lower than the average market interest rate.
  • (2) Impact of recent year exchange rate fluctuation on the profit or loss of the Company and the future countermeasures therefor:

    • i Impact of exchange rate fluctuation on the profit or loss of the Company and subsidiary Due to nature of the industry, the Company’s foreign procurement of raw materials account for about 80% and export income accounted for more than 90%, therefore, exchange rate control is relatively important. In 2024, the sharp fluctuations in exchange rates has made hedging operations relatively difficult. However, the Company and subsidiary have established appropriate risk management mechanisms to avoid risks. In the future, the Company’s gross margin will be affected by approximately 0.5%, for every 1% market exchange rate appreciation.

    • ii Future countermeasures

      • As for the response to exchange rate changes, the Company and subsidiary have established a risk assessment team to adopt dynamic natural hedging. The remaining mainly undertakes hedging instruments such as spot exchange transactions and/or foreign exchange forward contract to reduce risks by maintaining a high hedging ratio.
  • (3) Impact of the recent year inflation on the profit or loss of the Company and the future countermeasures therefor:

    • i Impact of inflation on the profit or loss of the Company and subsidiary The Company’s expenses will be increased by approximately NT$23,507,000 for every 1% increment in inflation.

155

  • ii Future countermeasures

  • In recent years, there has been little impact on the costs and prices due to stable inflation data. In the future, the Company will remain on the lookout for the inflation trend for the purpose of costs control and price quotation and make appropriate adjustments.

(III) The main reasons for engaging in high risk and highly leveraged investments, capital lending to others, endorsement, the policies and profit (or loss) of derivative commodity transactions and the future countermeasures therefor:

  • (1) The Company and subsidiary did not engage in any high risk and highly leveraged investments in 2024.

  • (2) The Company and subsidiary engaged in capital lending to others and endorsement according to the regulatory statue and performed regular auditing and filing pursuant to the relevant regulations of the competent authority and the Company. The details are as follows:

  • i Capital lending to others: none.

  • ii Endorsement: none.

  • iii The policies and profit (or loss) of derivative commodity transactions and the future countermeasures therefor:

    • (a) The Company and subsidiary engaged in derivative financial commodity transactions to avoid risks in foreign currency claims, debts and commitments arising from changes in exchange rate and/or interest rate. The hedging strategy is for the purpose of avoiding most of the market price risks.

    • (b) In 2024, the Company and its subsidiary recognized foreign exchange gain of NT$259,956,000 due to large fluctuations in exchange rates.

    • (c) The Company and subsidiary use derivative financial commodity that are highly correlated with changes in the fair value of the hedged items as hedging instruments to avoid the risks arising from the Company’s business operations and perform periodic assessments to control the risks thereof.

(IV) Future R & D plan and estimated investment in R & D

  • (1) The Company has systematically managed the R&D plan and introduced the PLM (Product Lifecycle Management) system to track and grasp the progress of product R&D through the PLM system. In 2024, the company will set different R&D projects according to product and technology categories, and set goals, progress and schedule in line with market demand. In 2025, the R&D expenses are expected to invest another NT$195 million.
No. Name of the program Current
progress
Reinvestment
in R & D
Estimated time of
massproduction

Primary factor of
success
1 1210 TSX 52MH 85% NT$ 30M to be completed
byMar. 2025
Master key technology
2 7050 OCXO 35% NT$ 85M to be completed
byJun. 2025
Master key technology
3 Crystal 0806 76.8MHz
development
40% NT$ 80M to be completed
byJun. 2026
Master key technology
  • (2) The new R & D projects in 2025 that has been launched are expected to be introduced into mass production phase within 12~18 months. The R & D expenditure for the entire year is estimated

156

to be NT$255 million.

No.
Current Reinvestment
Estimated time of
Primary factor of

Name of the program
progress
in R & D
mass production success
1 1612 TCXO self-made Photo
Die import
15% NT$ 70M to be completed by
Sep. 2025
Master key technology
2 2016 Differential XO Photo
Die import
10% NT$ 50M to be completed by
Sep. 2025
Master key technology
3 1609 TF 32.768kHz XO 5% NT$ 40M to be completed by
Mar. 2026
Master key technology
4 OW768 Q on Q project 3% NT$ 95M to be completed by
Apr. 2026
Master key technology
  • (3) Factors to R & D’s success: The Company’s competitive edge lies in continuous innovation, and the innovation is reflected on futuristic products. Therefore, in addition to considering the strength of market demand, the control and effective monitoring over the progress of R & D projects to shorten the R & D timeline and continued strengthening of R&D team by developing efficient training and upgrading the overall professional quality are the key factors that directly affects the success of R & D. In addition, whether the production process capability can increase the production yield to reduce the product cost while the product is advanced is another important factor that determines whether the new product can be successfully introduced into the market.

  • (V) Impact on the Company’s financial operations from the changes in important domestic and foreign policies and laws during the most recent years and the countermeasures therefor:

  • (1) From 2018 to 2023, the five-degree increase in basic salary is about 23.36%, it will increase by about 4.05% from 2024 onward, and the personnel cost has increased. The company actively expands the operation scale and increases the market share, and improves the cost competitiveness by improving the process capability and work efficiency.

  • (2) From April 2024, the electricity price will be raised by about 17%, resulting in an increase in production costs. The company will actively promote various energy-saving and carbon-saving programs to increase production efficiency and reduce the impact.

  • (3) The global epidemic, extreme weather events, and changing global political and economic situations continue to have a great impact on the sustainable operation of enterprises. In this ever-changing and challenging environment, the company actively implements ESG promotion and strengthens risks management, looking for new opportunities for future development.

  • (4) The company has always paid close attention to and grasped the policies and laws that may affect the company's operations, and cooperated with the revision of relevant internal systems of the company. The legal changes in 2024 have been assessed to have no significant impact on the company's operations.

  • (VI) Impact on the Company’s financial operations from the changes in technologies and

the industry during the most recent years and the countermeasures therefor:

  • (1) With the development of information technology and the extension of 5G Advanced related application fields, such as automotive electronics, wireless communications, home digital,

157

mobile video, digital mobile devices, medical health technology, Internet of Things (IoT), AI-related and other application products, the application of quartz components will have the benefits of integration and increase, and it is expected that the global information technology industry application will continue to increase. Overall, the demand for quartz components in the next few years will remain basically stable. In order to maintain stable profits and industrial competitiveness, the company will continue to develop new products, improve technology and processes to maintain cost advantages.

  • (2) When oil prices, electricity prices and industrial water restrictions become the norm, the manufacturing industry will bear the brunt, and operating costs will increase significantly. The company will continue to promote energy-saving and carbon reduction programs to reduce energy consumption.

  • (3) In response to the recent frequent cybersecurity attacks, the company has introduced the ISO27001 information security management system, continued to pass annual third-party verification, introduced the Cyber-Defense Matrix architecture to plan the security protection network, and strengthened the effectiveness of information security management through tools such as threat detection and response (MDR) and network detection and response (NDR). At the same time, it uses information security standards and frameworks to review key information facilities and their applications, and continues to build a complete information and communication environment, strengthen information and communication security protection and management mechanisms, and train information security talents to ensure the company's continued operation.

  • (4) In addition to external influences, the company is also actively investing in exploring artificial intelligence (AI) application solutions, looking forward to making full use of artificial intelligence technology tools within the company to improve per capita productivity, reduce errors and waste, effectively improve operating costs, accelerate the development and launch of new products, and thus increase the company's overall profitability.

  • (5) The company has formulated an artificial intelligence usage management policy, which details the relevant usage rules and restrictions. It is expected that colleagues will effectively use artificial intelligence technology to improve the company's competitiveness, while also protecting the intellectual property rights and business interests of the company, employees, customers, suppliers and all stakeholders.

(VII) Impact on the corporate crisis management from the changes in corporate image during the most recent years and the countermeasures therefor:

  • (1) Based on the humanitarian beliefs of caring for disadvantaged groups, the company prepares a budget every year to give back to the society in many ways and fulfill its corporate social responsibilities. Since the establishment of the "TXC_ Foundation" in 2017, the company has achieved "get it". The feedback concept of "Use in society and use in society" enables limited resources to produce greater synergy, which in turn encourages the surrounding communities and manufacturers to invest together and exert greater public welfare influence, so that the company can continue to operate and make public welfare It can be widely distributed. Aiming at school education, rooting education, senior (inheritance) education, encouraging innovation, improving research, and strengthening the operation of conference affairs for disadvantaged groups and basic education in remote areas, and combining the resources of the company's volunteer community to expand the effectiveness of services, The company's volunteer club was established in 2015. It continues to promote social welfare activities and caring for

158

disadvantaged groups. It has been recognized by the Taoyuan City Government and praised by excellent volunteers to implement the company's mission of caring for public welfare and fulfilling corporate responsibilities. For related foundation-sponsored activities, please visit the website of the TXC_Foundation.

  • (2) In line with the government's promotion of Corporate Governance 3.0 - Sustainable Development Blueprint, the company attaches great importance to the sustainable development of the environment and society. In 2021, the original "Corporate Social Responsibility Committee" was reorganized into the "Sustainable Development Committee (also known as the ESG Committee)" to implement the implementation plan of sustainable development. In addition to regularly updating the company's latest financial and business information on the company's website, the company also regularly holds corporate briefings to improve information disclosure transparency, publishes a sustainable report every year and obtains certification, and will continue to promote corporate governance-related matters in the future. The scope of disclosure of the 2024 Sustainable Report includes Pingzhen Plant, Ningbo Plant, and Chongqing Plant. ISO14064 greenhouse gas emissions, ISO14067 product carbon footprint assurance certification, ISO50001 energy management digital system online, CPPA renewable energy began to be used in accordance with the contract for power supply, and the proportion of renewable energy in 2024 was about 10%, and it will increase year by year. The company was once again awarded the "Sustainability Resilience Award" by the British Standards Institution (BSI), the "Top 100 Foreign Investment Selected Taiwan Companies" by the Taiwan Institute of Directors, the "Certification for Compliance with the Paris Agreement 1.5 〬 C Temperature Control Target" by CommonWealth Magazine, and a low-risk assessment by the internationally renowned ESG sustainability assessment organization Sustainalytics. The company's responsible attitude and efforts over the years have been highly recognized and acknowledged by the investment market.

  • (3) In order to improve customer satisfaction, the company has strengthened its existing “customer relationship management system”, which has been recognized by many manufacturers and affirmed by customers, and continues to strengthen the technology level of the company to meet the application needs of customers.

  • (4) In order to implement the company's supply chain safety management and information confidentiality management to enhance trade competitiveness, we regularly and continuously maintain the certified quality management system (ISO9001), the automotive industry quality system certification (IATF 16949), and the environmental management system (ISO14001), Taiwan Occupational Safety and Health Management System (CNS15506), Information Security Management System (ISO/IEC27001), Hazardous Substance Process Management System (IECQ QC 080000:2017), Occupational Safety and Health Management System (ISO45001), Taiwan Intellectual Property Management Standard (TIPS) Certification of Class A, Healthy Workplace Certification - Health Promotion Mark, Safety Certification Quality Enterprise (AEO) certification issued by the Ministry of Health and Welfare.

  • (5) In response to crisis events and external potential risks, if there is any impact on the company's operations and corporate reputation, the crisis management mechanism will be launched immediately, and the emergency response team will conduct risk assessment and take necessary actions.

(VIII) Expected benefits, possible risks and countermeasures for merger: None.

(IX) Expected benefits, possible risks and countermeasures for plant and production line

159

expansions

Production expansion benefits:

The Company continues to expand production capacity of its Ping-Zhen Plant (Taiwan), Ning-Bo Plant, TETC and Chong-Qing Plant to expand its economic scale, reduce production costs and upgrade product specification. The production capacity is, according to the production capacity plan, expected to increase to meet market demand and increase market share

Possible risks:

Declined demand, low production capacity, increased production costs.

Countermeasures:

If the target market demand is not as expected and the product development progress is delayed, in order to avoid the imbalance between supply and demand, the product specifications will be flexibly adjusted to increase the utilization rate, and the product process capability will be accelerated, the yield rate and production efficiency will be improved, and the product sales mix will be optimized to enhance the group Overall profit

  • (X) Risks involved in intensive purchase or sales and the countermeasures therefor:

  • Each major raw material shall have purchase source of more than two suppliers to avoid risks from intensive purchase. The sales targets are mainly the prestigious domestic and foreign manufactures in communications, information and consumer products industries; except for a customer who accounts for more than 10% of the Company’s total sales ratio due to its scale of operations, continued expansion and growth requirements, there are no risks from intensive sales.

  • (XI) The impact and risk on the Company from massive transfer or replacement of equity by directors, supervisor or shareholder(s) holding more than 10% of the shares and the countermeasures therefor: None.

  • (XII) The impact and risk on the Company from changes in the right to operate and the countermeasures therefor: None.

  • (XIII) Litigation or non-litigation incidents: Major awsuits, non-litigations or administrative disputes (determined or in-process) involving the Company and the Company’s directors, supervisor, CEO, substantive directors, large shareholder(s) and subsidiary holding more than 10% of the Company’s shares shall, if outcome of the lawsuit may have a material effect on shareholders’ equity or the price of securities, be specified and disclosed of the facts of the dispute, the amount of the subject matter, the commencement date of the lawsuit, the main parties involved in the case, and status of the cases as of the publication date of the annual report: None.

  • (XIV) Other important risks and corresponding countermeasures: None.

VII. Other important matters: None.

160

Chapter 6 Special Disclosure

I. Subsidiary

  • (I) Consolidated Business Report of Affiliated Companies: Please refer to the public information observation station for reporting information

  • [https://mops.twse.com.tw Single company> Electronic document download> Affiliate enterprise three-form area]

II. The status of private placement of securities in the most recent year and up to the date of publication of the annual report:

2024 Private Placement Status Report

2024 Private Placement Status Report
1st Private Placement of 2024
Issue Date: September 5,2024
Item
Type of private Common Shares
placement securities
Date and Amount Date of shareholders’ meeting: May 28,2024
within the quota of no more than 25,000,000 shares, it will be conducted in batches (up to two batches)
within oneyear from the date of resolution of the shareholders' meeting.
approved by the
shareholders’ meeting
(1) The price of the common share issued in this private placement cash capital increase is determined
based on the calculation standard of the private placement reference price resolved by the Company's
shareholders' meeting on May 28, 2024, and shall not be less than 80% of the higher of the following
two benchmark prices of the Company on the pricing date:
A. The simple arithmetic average of the closing prices of common shares calculated on one of 1, 3,
and 5 business days before the pricing date, deducting the ex-rights of gratuitous allotment of
shares and dividends, and adding back the stock price per share after adding back the right of
ex-rights for capital reduction.
B. The simple arithmetic average of the closing prices of common shares 30 business days before
the pricing date, deducting the ex-rights and dividends of gratuitous share allotment, and adding
back the stock price per share after adding back the anti-ex-rights of capital reduction.
(2) Private placement common share price determination
A. The actual pricing date and the actual issuance price shall be within the range of not less than the
majority of the resolution of the shareholders' meeting, and the board of directors is authorized to
decide based on the circumstances of the specific person and market conditions in the future. The
basis for setting the aforementioned private placement price complies with the provisions of
“Directions for Public Companies Conducting Private Placements of Securities "
B. The price setting date is June 20, 2024. In accordance with the above-mentioned pricing
principles, the simple arithmetic average of the closing prices of the common stocks in the
previous three business days, minus the ex-rights and dividends of the free allotment, and the
share price after adding back the ex-rights of the capital reduction is NT$113.17, and the simple
arithmetic average of the closing prices of the common stocks in the thirty business days before
the pricing date, minus the ex-rights and dividends of the free allotment, and the share price after
adding back the ex-rights of the capital reduction is NT$109.73, and the higher of the two
benchmark prices is used to set the reference price at NT$113.17. The private placement price is
proposed to be set at NT$ 93.50, which is 82.62% of the reference price and is within the range of
the resolution of the general meeting of shareholders on May 28, 2024. Therefore, the setting of
theprivateplacementprice should be reasonable.
Pricing basis of private
placement and its
reasonableness
The targets of this issuance of common shares are limited to specific persons who comply with the
provisions of Article 43-6 of the Securities and Exchange Act and other relevant laws and regulations
and relevant letters and explanations from the competent authorities.
Method for selecting
specific investor
In order to introduce strategic partners in response to the company's long-term development and to
stabilize and strengthen the company's product market operation competitiveness, and considering that
private placement targets, private placement methods are relatively quick and simple, such as issuing
securities through raising, it may not be easy to obtain the required funds smoothly in the short term. It
isplanned to useprivateplacement to increase cash capital and issue common stock to raise funds from
Reason and necessity
of conducting private
placement

161

specific people. By authorizing the board of directors to conduct private placement based on market
conditions and in line with the company's actual needs, it will increase the company's flexibility and
efficiency to raise capital. The restriction on the transfer of privately-placed securities within three years
will further ensure the long-term cooperative relationship between the company and its strategic
partners.
specific people. By authorizing the board of directors to conduct private placement based on market
conditions and in line with the company's actual needs, it will increase the company's flexibility and
efficiency to raise capital. The restriction on the transfer of privately-placed securities within three years
will further ensure the long-term cooperative relationship between the company and its strategic
partners.
specific people. By authorizing the board of directors to conduct private placement based on market
conditions and in line with the company's actual needs, it will increase the company's flexibility and
efficiency to raise capital. The restriction on the transfer of privately-placed securities within three years
will further ensure the long-term cooperative relationship between the company and its strategic
partners.
specific people. By authorizing the board of directors to conduct private placement based on market
conditions and in line with the company's actual needs, it will increase the company's flexibility and
efficiency to raise capital. The restriction on the transfer of privately-placed securities within three years
will further ensure the long-term cooperative relationship between the company and its strategic
partners.
specific people. By authorizing the board of directors to conduct private placement based on market
conditions and in line with the company's actual needs, it will increase the company's flexibility and
efficiency to raise capital. The restriction on the transfer of privately-placed securities within three years
will further ensure the long-term cooperative relationship between the company and its strategic
partners.
Date of payment July 2, 2024
collection
Name of investor Qualification Subscription
quantity (shares)
Relationship
with the
Company

Participation in the
Company’s operation
Information on
WALSIN TECHNOLOGY
CORPORATION
Article 43-6 of
the Securities
and Exchange
20,800,000
None
None
Counterparties
INPAQ TECHNOLOGY
CO.,LTD.
4,200,000
None
None
Actual subscription NT$93.50 per share
price
Difference between The actual subscription price is NT$93.50, which is 82.62% of the reference price of NT$113.17.
actual subscription
price and reference
price
Impacts on The privately placed common shares is 7.47% to capital shares, it is no significant impact on
shareholders’ equity.
shareholders’ equity
Fund utilization and The fundraising was completed on July 2, 2024, and the funds raised were NT$2,337,500,000, which
were used to replenish working capital and repay bank loans. The full amount was completed in the
thirdquarter of 2024.
status of
implementation
The private placement funds will be used to replenish working capital and repay bank loans, enhance the
company's competitiveness, improve operational efficiency and strengthen the effectiveness of the
financial structure,which will have apositive impact on shareholders' equity.
Private placement
benefits

III. Other Necessary Supplement: None

IV. If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None

162

Appendix1

TXC Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report

163

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, 2024 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 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

==> picture [142 x 69] intentionally omitted <==

PETER LIN Chairman

March 10, 2025

164

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

We have audited the accompanying consolidated financial statements of TXC Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (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, 2024 and 2023, 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 Financial Statement Audit and Attestation Engagements of 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, 2024. 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.

165

The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2024 is stated as follows:

For the year ended December 31, 2024, the Group’s revenue was approximately 17% more compared to its revenue for the year ended December 31, 2023. In comparison with 2023, the revenue derived from specific product applications increased; therefore, we considered the occurrence of revenue derived from specific product applications 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 of 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 product applications, checked the sales orders, delivery notes, shipping documents and invoices of the relevant transactions and reconcile them with the recorded amounts to confirm the authenticity of the revenue.

  3. Obtain the subsequent receipt details for specific product applications, verify the related supporting documents, and examine whether there are any anomalies between the sales counterparties and the payment counterparties to ensure the authenticity of revenue.

Other Matter

We have audited the accompanying parent company only financial statements of TXC Corporation as of December 31, 2024 and 2023 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.

166

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.

167

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, 2024, 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 Yi-Hua Peng.

Deloitte & Touche Taipei, Taiwan Republic of China March 10, 2025

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.

168

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(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, 7 and 29)
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)
Finance lease receivables - current (Note 11)
Other receivables (Note 4)
Other receivables from related parties (Notes 4 and 30)
Current tax assets (Notes 4 and 25)
Inventories (Notes 4 and 12)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29)
Financial assets at amortized 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)
Finance lease receivables - non-current (Note 11)
Prepayment for equipment
Net defined benefit assets - non-current (Notes 4 and 21)
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Note 18)
Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 29)
Contract liabilities - current (Notes 12 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 (Notes 18 and 19)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings (Note 18)
Deferred 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
Bond conversion entitlement certificates
Total share capital
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 attributable to owners of the Company
NON-CONTROLLING INTERESTS
Total equity
TOTAL
2024
Amount
%
$ 3,906,374
18
1,467,890
7
104,092
-
190,906
1
3,560,547
16
8,903
-
4,640
-
70,868
-
834
-
78,982
-
2,825,101
13

340,137

2
12,559,274

57
400,903
2
215,803
1
464,962
2
6,984,104
31
208,109
1
610,690
3
42,044
-
39,156
-
2,444
-
628,193
3
5,227
-

9,617

-

9,611,252

43
$ 22,170,526
100
$ 206,126
1
-
-
42
-
1,689,082
8
1,767
-
1,311,297
6
16,989
-
96,968
1
8,400
-
44,746
-
728,189
3

95,303

-

4,198,909

19
1,187,027
5
139,428
1
8,349
-
62,028
-
-
-

130,606

1

1,527,438

7

5,726,347

26
3,429,930
15

-

-

3,429,930

15

4,622,137

21
2,437,715
11
527,767
3

5,379,666

24

8,345,148

38
(140,531)
-

67,671

-

(72,860)

-
16,324,355
74

119,824

-
16,444,179

74
$ 22,170,526
100
2023























































































Amount
%
$ 4,204,269
22
619,050
3
99,349
1
87,571
-
3,159,403
17
8,377
-
4,052
-
32,041
-
1,193
-
17,525
-
2,469,993
13

109,199

1
10,812,022

57
375,757
2
199,107
1
446,126
3
5,770,331
31
196,240
1
540,242
3
50,795
-
67,308
-
6,741
-
348,019
2
-
-

9,689

-

8,010,355

43
$ 18,822,377
100
$ 241,618
1
18,323
-
40
-
1,414,958
8
970
-
1,101,594
6
1,989
-
-
-
5,958
-
39,565
-
1,875,612
10

67,648

-

4,768,275

25
1,882,765
10
111,792
1
6,714
-
79,319
-
20,105
-

79,791

1

2,180,486

12

6,948,761

37
3,097,570
17

9

-

3,097,579

17

1,718,693

9
2,243,247
12
143,071
1

5,198,793

27

7,585,111

40
(582,706)
(3)

54,939

-

(527,767)

(3)
11,873,616
63

-

-
11,873,616

63
$ 18,822,377
100

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

169

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (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 gain

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)
Shares of profits of associates and joint ventures
(Note 14)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income of
associates and join ventures accounted for using
the equity method

2024
Amount
%
$ 12,672,258 100

(8,185,113)
(65)


4,487,145
35

534,537
4
735,199
6
1,080,925
8

-

-


2,350,661
18


2,136,484
17

72,417
1
137,373
1
268,509
2
(56,143) (1)

16,200

-


438,356

3

2,574,840 20

(438,301)
(3)


2,136,539
17

16,307
-
12,793
-

165

-


29,265

-
2023
































Amount
%
$ 10,850,402 100

(6,990,395)
(65)

3,860,007
35

446,702
4

593,830
5

950,460
9

(6)

-

1,990,986
18

1,869,021
17

77,204
1

163,029
2

7,038
-

(57,619) (1)

4,573

-

194,225

2

2,063,246 19

(349,544)
(3)

1,713,702
16

3,030
-

(24,632)
-

67

-

(21,535)

-
(Continued)

170

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations

Share of the other comprehensive income (loss) of
associates and join ventures accounted for using
the equity method


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

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 26)
From continuing operations
Basic
Diluted
2024
Amount
%
$ 424,239
4

17,936

-


442,175

4


471,440

4

$ 2,607,979
21

$ 2,137,415 17

(876)

-

$ 2,136,539
17

$ 2,608,855 21

(876)

-

$ 2,607,979
21

$ 6.55
$ 6.39
2023




















Amount
%
$ (127,850) (2)

(4,333)

-

(132,183)
(2)

(153,718)
(2)
$ 1,559,984
14
$ 1,713,702 16

-

-
$ 1,713,702
16
$ 1,559,984 14

-

-
$ 1,559,984
14
$ 5.53
$ 5.33
$ $
$ $
$ $
$ $
$ $


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

(Concluded)

171

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2023
Appropriation of 2022 earnings (Note 22)
Legal reserve
Special reserve
Cash dividends distributed by the company
Net profit for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2023
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
Convertible bonds converted to ordinary shares
Donations from shareholders
Changes in capital surplus from investment in associates and joint ventures
accounted for using the equity method

BALANCE AT DECEMBER 31, 2023
Appropriation of 2023 earnings (Note 22)
Legal reserve
Special reserve
Cash dividends distributed by the company
Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2024
Convertible bonds converted to ordinary shares
Donations from shareholders
Issuance of ordinary shares for cash
Changes in non-controlling interests

BALANCE AT DECEMBER 31, 2024
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Non-controlling
Total
Interests
$ 12,473,208
$ -

-
-
-
-
(2,168,299 )
-
1,713,702
-

(153,718)

-


1,559,984

-

-
-
100
-
269
-

8,354

-

11,873,616
-
-
-
-
-
(1,393,911 )
-
2,137,415
(876 )

471,440

-


2,608,855

(876)

898,442
-
(147 )
-
2,337,500
-

-

120,700

$ 16,324,355
$ 119,824
Total Equity
$ 12,473,208
-
-
(2,168,299 )
1,713,702

(153,718)

1,559,984
-
100
269

8,354
11,873,616
-
-
(1,393,911 )
2,136,539

471,440

2,607,979
898,442
(147 )
2,337,500

120,700
$ 16,444,179
Shares
(In Thousands)

309,757

-
-
-
-

-


-

-
1
-

-

309,758
-
-
-
-

-


-

8,235
-
25,000

-


342,993
Share Capital
Bond Conversion
Entitlement
Ordinary Shares
Certificates
Capital Surplus
$ 3,097,570
$ -
$ 1,709,979

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

-

-

-


-

-

-

-
-
-
-
9
91
-
-
269

-

-

8,354

3,097,570
9
1,718,693
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-


-

-

-

82,360
(9 )
816,091
-
-
(147 )
250,000
-
2,087,500

-

-

-

$ 3,429,930
$ -
$ 4,622,137
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 1,946,812
$ -
$ 5,861,917

296,435
-
(296,435 )
-
143,071
(143,071 )
-
-
(2,168,299 )
-
-
1,713,702

-

-

3,169


-

-

1,716,871

-
-
227,810
-
-
-
-
-
-

-

-

-

2,243,247
143,071
5,198,793
194,468
-
(194,468 )
-
384,696
(384,696 )
-
-
(1,393,911 )
-
-
2,137,415

-

-

16,533


-

-

2,153,948

-
-
-
-
-
-
-
-
-

-

-

-

$ 2,437,715
$ 527,767
$ 5,379,666
Others
Exchange
Unrealized Gain
Differences on
(Loss) on
Translating the
Financial Assets
Financial
at Fair Value
Statements of
Through Other

Foreign
Comprehensive
Operations
Income
$ (450,523 )
$ 307,453

-
-
-
-
-
-
-
-

(132,183)

(24,704)


(132,183)

(24,704)

-
(227,810 )
-
-
-
-

-

-

(582,706 )
54,939
-
-
-
-
-
-
-
-

442,175

12,732


442,175

12,732

-
-
-
-
-
-

-

-

$ (140,531)
$ 67,671







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

172

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss reversed on trade receivables
Net gain on fair value changes 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
Loss (gain) on disposal of property, plant and equipment
Impairment losses (reversed) recognized on property, plant and
equipment
Write-down of inventories
Gain on modifications of lease
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
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 profit or loss
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
2024
$ 2,574,840

1,163,646
17,946
-
(31,998)
56,143
(72,417)
(4,651)
(16,200)
332
(5,617)
10,625
-
(103,335)
(401,317)
(526)
(38,621)
359
(432,526)
(230,938)
274,124
797
209,776
15,000
27,655
(4,948)
(12,110)

2,996,039
(50,194)
(354,352)

2,591,493

(787,253)
-
-
(5,082)
2023
$ 2,063,246
1,210,381
17,790
(6)

(1,729)
57,619

(77,204)

(12,561)

(4,573)
(1,527)

3,234
13,277
(7)

(55,440)

355,433

1,474

33,728
(550)

216,970

(11,194)
206,461
348
(317,731)
739
28,442

(11,310)

(32,077)
3,683,233

(46,426)

(583,324)

3,053,483

(204,378)
(40,435)
299,306

-
(Continued)

173

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Proceeds from sale of financial assets at amortized cost

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Decrease in other non-current assets
Decrease in finance lease receivables
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
Repayment of bonds payable
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

Proceeds from issuance of ordinary shares
Changes in non-controlling interests
Other changes in capital surplus

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET DECREASE 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
2024
$ -

(2,198,588)
53,795
(13,503)
72
4,166
(280,174)
72,251
22,215

(3,132,101)

(46,754)
(301,400)
3,757,731
(4,435,716)
50,815
(8,209)
(1,393,911)
2,337,500
120,700
(147)

80,609

162,104

(297,895)
4,204,269

$ 3,906,374
2023
$ 38,095

(709,616)
39,386

(13,394)
1,245
4,367

(253,481)
76,843

32,686

(729,376)

(255,733)

-
1,704,099
(1,548,006)
8,264

(26,152)
(2,168,299)
-
-

269
(2,285,558)

(56,890)

(18,341)

4,222,610
$ 4,204,269

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

(Concluded)

174

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TXC CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

TXC Corporation (the “Company”) was incorporated in the Republic of China (ROC) on December 28, 1983.

TXC specializes in producing high quality crystals and crystal oscillator (CXO) as well as develops a variety of sensors by core technology to satisfy the market demand. Sensors are applied to various applications including mobile communication, information and storage device, internet of things, vehicle electronics, telecommunication equipment, smart home, AI, medical care, and 5G, etc.

TXC’s shares have been listed on the Taiwan Stock Exchange since August 26, 2002.

The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

To ensure the rights and interests of investors through full disclosure of operational governance, the Company applied for the Corporate Governance Assessment held by the Taiwan Corporate Governance Association (TCGA). For the “Corporate Governance Evaluation” jointly held by the Taiwan Stock Exchange Corporation (TWSE) and Taipei Exchange, under the category of listed companies, the company was awarded as the top 20 percent in 2014, top 5 percent from 2015 to 2017, and top 6 to 20 percent from 2018 to 2022. The Company will continue to strengthen corporate governance with the intention to achieve international standards for protection of public interest. Since 2009, the Company prepared Corporate Social Responsibility Report in accordance with GRI Standards every year, officially established ESG Committee in 2021. Meanwhile, The Company prepared ESG Report to acquire the third party (BSI) certification, initially introduced TCFD and SASB, implemented sustainable development based on scientific methods which met international mainstream, and implementation of human rights equality, gender-friendly workplace and fulfilled the responsibilities as a global citizen.

Moreover, the company actively addresses climate change by implementing renewable energy initiatives, pursuing a dual approach of procuring external renewable energy and independently establishing solar power systems. Committed to energy conservation and emissions reduction, the company has established the ISO 50001 energy management system, completed ISO 14067 product carbon footprint assessments, and conducted ISO 14064-1 organizational greenhouse gas inventories across the entire group. Additionally, an energy management and monitoring information platform has been introduced to systematically oversee energy data and proactively develop countermeasures. Through multiple efficient channels, the company continues to advance energy conservation and emissions reduction efforts, earning recognition with the prestigious "ESG Sustainability Leadership Award" from BSI in 2024.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 10, 2025.

175

3. APPLICATION OF NEW, AMEND AND REVISED STANDARDS, AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.

  • b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2025

Effective Date New, Amended and Revised Standards and Interpretations Announced by IASB Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 1) Amendments to IFRS 9 and IFRS 7“Amendments to the Classification January 1, 2026 (Note 2) and Measurement of Financial Instruments” - the amendments to the application guidance of classification of financial assets

  • Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.

  • Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. It is permitted to apply these amendments for an earlier period beginning on January 1, 2025. An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.

  • 1) Amendments to IAS 21 “Lack of Exchangeability”

The amendments stipulate that a currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. An entity shall estimate the spot exchange rate at a measurement date when a currency is not exchangeable into another currency to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. In this situation, the Group shall disclose information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, its financial performance, financial position and cash flows.

176

  • 2) Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of classification of financial assets

The amendments mainly amend the requirements for the classification of financial assets, including:

  • a) if a financial asset contains a contingent feature that could change the timing or amount of contractual cash flows and the contingent event itself does not relate directly to changes in basic lending risks and costs (e.g., whether the debtor achieves a contractually specified reduction in carbon emissions), the financial asset has contractual cash flows that are solely payments of principal and interest on the principal amount outstanding if, and only if,

    • In all possible scenarios (before and after the occurrence of a contingent event), the contractual cash flows are solely payments of principal and interest on the principal amount outstanding; and

    • In all possible scenarios, the contractual cash flows would not be significantly different from the contractual cash flows on a financial instrument with identical contractual terms, but without such a contingent feature.

  • b) to clarify that a financial asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.

  • c) to clarify that the characteristics of contractually linked instruments include a prioritization of payments to the holders of financial assets using multiple contractually linked instruments (tranches) established through a waterfall payment structure, resulting in concentrations of credit risk and a disproportionate allocation of cash shortfalls from the underlying pool between the tranches.

  • c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC

New, Amended and Revised Standards and Interpretations
Annual Improvements to IFRS Accounting Standards - Volume 11

Amendments to IFRS 9 and IFRS 7 “Amendments to the
Classification and Measurement of Financial Instruments” - the
amendments to the application guidance of derecognition of
financial liabilities

Amendments to IFRS 9 and IFRS 7 “Contracts Referencing
Nature-dependent Electricity”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 -
Comparative Information”

IFRS 18 “Presentation and Disclosure in Financial Statements”

IFRS 19 “Subsidiaries without Public Accountability: Disclosures”
Effective Date
Announced by IASB (Note)
January 1, 2026
January 1, 2026
January 1, 2026
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2027
January 1, 2027

Note: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.

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  • 1) IFRS 18 “Presentation and Disclosure in Financial Statements”

IFRS 18 will supersede IAS 1” Presentation of Financial Statements”. The main changes comprise:

  • Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discontinued operations categories.

  • The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.

  • Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as “other” only if it cannot find a more informative label.

  • Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.

  • 2) Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of derecognition of financial liabilities

The amendments mainly stipulate that, when settling a financial liability in cash using an electronic payment system, the Group can choose to derecognize the financial liability before the settlement date if, and only if, the Group has initiated a payment instruction that resulted in:

  • The Group having no practical ability to withdraw, stop or cancel the payment instruction;

  • The Group having no practical ability to access the cash to be used for settlement as a result of the payment instruction; and

  • The settlement risk associated with the electronic payment system being insignificant.

The Group shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the other impacts of the above amended standards and interpretations on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

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4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, or other regulations and IFRS Accounting Standards as endorsed and issued into effect by the FSC.

b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • 3) Liabilities for which the Group does not have the substantial right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries, including structured entities).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposal, as appropriate.

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When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 13 and Table 4 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting consolidated financial statements, the financial statements of the Company and its foreign operations (including subsidiaries, associates, joint ventures and branches in other countries) that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.

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In relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

f. Inventories

 Inventories

Inventories consist of raw materials, supplies, finished goods and work in process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the specific identification of cost on the balance sheet date.

  • Properties for sale

Properties for sale is initially recorded at cost. The borrowing costs directly attributable to properties for sale are capitalized as part of the cost of the asset. When the property sales have been deemed as cost carried forward, cost is allocated by applying sales and building coverage ratios. Once selected, the same construction project cannot be changed in the preceding and following years.

The properties for sale are measured at the lower of cost and net realizable value. The net realizable value is the estimated selling prices of inventories less all estimated costs of completion and estimated costs necessary to make the sale.

  • g. Investments in associates

An associate is an entity over which the Group has a significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Group uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates attributable to the Group.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method.

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If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any assets, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

  • h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

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  • i. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.

Freehold investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

For a transfer of classification from investment properties to property, plant and equipment, the deemed cost of an item of property for subsequent accounting is its carrying amount at the commencement of owner-occupation.

For a transfer of classification from property, plant and equipment to investment properties, the deemed cost of the property for subsequent accounting is its carrying amount at the end of owner-occupation.

For a transfer of classification from inventories to investment properties, the deemed cost of an item of property for subsequent accounting is its carrying amount at the inception of an operating lease.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • j. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • k. Impairment of property, plant and equipment, right-of-use asset, investment properties, intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset, investment properties and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

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When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

l. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial assets are mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any remeasurement gains or losses on such financial assets are recognized in other gains and losses. The net gains or losses recognized in other gains and losses does not incorporate any dividends or interest earned on such financial assets. Fair value is determined in the manner described in Note 29.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivables, trade receivables and other receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset.

Cash equivalents include time deposits and repurchase agreement with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.

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c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

On derecognition of a financial asset other than in its entirety, the Group allocates the previous carrying amount of the financial asset between the part it continues to recognize and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part that is no longer recognized is treated in the same way as when the financial asset is derecognized in entirety. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.

2) Financial liabilities

  • a) Subsequent measurement

Except the following situations, all financial liabilities are measured at amortized cost using the effective interest method.

  • Financial liabilities at FVTPL

Financial liabilities held for trading are stated at fair value, and any remeasurement gains or losses on such financial liabilities are recognized in other gains or losses. Fair value is determined in the manner described in Note 29.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 3) Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts and exchange contracts, interest rate swaps and options.

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Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument; in which event, the timing of the recognition in profit or loss depends on the nature of the hedging relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative; their risks and characteristics are not closely related to those of the host contracts; and the host contracts are not measured at FVTPL.

m. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Revenue from the sale of goods

Revenue from the sale of goods comes from sales of crystals frequency control devices and sensors. Sales of crystals frequency control devices and sensors are recognized as revenue when the goods are delivered to the customer’s specific location, the goods are shipped and the goods are picked up by customers because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.

n. Leasing

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.

Under finance leases, the lease payments comprise fixed payments less any lease incentives payable. The net investment in a lease is measured at (a) the present value of the sum of the lease payments receivable by a lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is presented as a finance lease receivable. Finance lease income is allocated to the relevant accounting periods so as to reflect a constant, periodic rate of return on the Group’s net investment outstanding in respect of leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

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2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

o. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

p. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized as a reduction of the related costs and other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

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q. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefit expenses in the period in which they occur and when the settlement occurs. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

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Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents (investments with original maturities of less than
three months)
Time deposits
Repurchase agreements collateralized by bonds

December 31 December 31


2024
$ 725
2,760,490
1,045,159

100,000

$ 3,906,374
2023
$ 852

3,503,417

-

700,000
$ 4,204,269

190

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Demand deposits

Time deposits
Repurchase agreements collateralized by bonds
December 31
2024
2023
0.0001%-3.76% 0.001%-3.50%
1.50%-4.61%
1.25%-3.3%
1.47%
1.16%-1.26%

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Financial assets mandatorily classified as at FVTPL
Derivative financial instruments (not under hedge accounting)
Foreign exchange forward contracts and exchange contracts (b)
Non-derivative financial assets
Listed shares
Beneficiary certificate
Hybrid financial assets
Structured deposits (a)
Convertible bonds



Financial liabilities at FVTPL-current
Financial liabilities mandatorily classified as at FVTPL
Derivative financial liabilities (not under hedge accounting)
Foreign exchange forward contracts and exchange contracts (b)
December 31 December 31




2024
$ 1,415

43,000
308
1,405,617
17,550

1,466,475

$ 1,467,890

$ -
2023
$ 1,490
-
288
617,272

-

617,560
$ 619,050
$ 18,323
  • a. The Group entered into structured time deposit contract with Bank during the years ended December 31, 2024 and 2023. The structured time deposit contract includes an embedded derivative instrument which is not closely related to the host contract. The entire contract was assessed and mandatorily classified as at FVTPL since it contained a host that is an asset within the scope of IFRS 9.

  • b. At the end of the reporting period, outstanding foreign exchange forward contracts and exchange contracts not under hedge accounting were as follows:

Contract Amount
Currency
Maturity Date
(In Thousands)
December 31, 2024
Knock-out forward USD/RMB
2025.01.13
USD4,000/RMB29,030
Exchange contracts USD/NTD 2025.01.21-2025.02.04 USD7,000/NTD222,583
Foreign currency options USD/NTD 2025.01.03-2025.02.05 USD7,000/NTD225,900
(Continued)

191

Contract Amount
Currency
Maturity Date
(In Thousands)
December 31, 2023
Knock-out forward USD/RMB 2024.01.09-2024.02.19 USD6,000/RMB43,440
Exchange contracts USD/NTD 2024.02.20-2024.05.02 USD31,000/NTD961,812
Exchange contracts JPY/NTD
2024.01.10-2024.02.20 JPY400,000/NTD86,540
Sell USD/RMB
2024.01.29
USD2,500/RMB18,124
(Concluded)

The Group entered into foreign exchange forward contracts and exchange contracts during the years ended December 31, 2024 and 2023 to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and therefore were not accounted for using hedge accounting.

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Non-current
Domestic investments
Listed shares
Win Win Precision Technology Co., Ltd.

Emerging market shares
Win Win Precision Technology Co., Ltd.
Unlisted shares


Foreign investments
Unlisted shares

December 31 December 31




2024
$ 40,678

-
49,292

89,970

310,933

$ 400,903
2023
$ -
72,844

68,056

140,900

234,857
$ 375,757

These investments in equity instruments are held for medium- to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

On May 9, 2024 and January 16, 2023, Win Win Precision Technology Co., Ltd.’s shares were listed on the Taiwan Stock Exchange (TWSE) and Taipei Exchange (OTC), respectively. The transfer of fair value measurement level referred to Note 29.

In 2023, the Group sold its shares in UPI Semiconductor Corp. in order to manage credit concentration risk. The shares sold had a fair value of $299,306 thousand and its related unrealized gain of $227,810 thousand was transferred from other equity to retained earnings

192

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investments
Pledge deposits (a)

Non-current
Domestic investment
Time deposits with original maturity of more than one year (b)
December 31 December 31

2024
$ 104,092

$ 215,803
2023
$ 99,349
$ 199,107
  • a. Refer to Note 31 for information relating to investments in financial assets at amortized cost pledged as security.

  • b. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 2.9%-4.26% and 2.9%-5.21% per annum as of December 31, 2024 and 2023, respectively.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss


Trade receivables
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss

December 31 December 31





2024
$ 190,906

-

$ 190,906

$ 3,582,382

(12,932)

$ 3,569,450
2023
$ 87,571

-
$ 87,571
$ 3,181,222

(13,442)
$ 3,167,780

In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.

193

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base. The Group recognizes 100% loss allowance for trade receivables of greater than 120 days past due and unsecured.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of notes receivable and trade receivables based on the Group’s provision matrix:

December 31, 2024


Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost

December 31, 2023

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime ECL)

Amortized cost
Not Past Due
1 to 60 Days
61 to 120 Days 121 to 180 Days Over 180 Days
0.36%
0.04%-0.6%
100%
100%
100%
$ 3,560,024
$ 213,264
$ -
$ -
$ -


(12,831)

(101)

-

-

-

$ 3,547,193
$ 213,163
$ -
$ -
$ -

Not Past Due
1 to 60 Days
61 to 120 Days 121 to 180 Days Over 180 Days
0.43%
0.003%-0.27%
0.62%-0.92%
100%
100%
$ 3,110,079
$ 158,631
$ 83
$ -
$ -


(13,436)

(5)

(1)

-

-

$ 3,096,643
$ 158,626
$ 82
$ -
$ -
Total
$ 3,773,288

(12,932)
$ 3,760,356
Total
$ 3,268,793

(13,442)
$ 3,255,351

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1

Less: Impairment losses reversed
Less: Amounts written off
Foreign exchange gains and losses

Balance at December 31
2024
$ 13,442

-
(682)

172

$ 12,932
2023
$ 13,503
(6)
-

(55)
$ 13,442

194

11. FINANCE LEASE RECEIVABLES

Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Year 5
Year 5 onwards
Less: Unearned finance income
Net investment in leases presented as finance lease receivable
December 31
2024
$ 4,846
2,486
-
-
-

-
7,332

(248)
$ 7,084
2023
$ 4,391
4,611
2,366
-
-

-
11,368

(575)
$ 10,793

12. INVENTORIES

Finished goods

Work in process
Raw materials
Supplies and spare parts
Merchandise
Buildings and land held for sale

December 31 December 31


2024
$ 620,191

703,672
672,994
142,292
507,971
177,981

$ 2,825,101
2023
$ 438,293
525,589
643,939
145,700
482,495

233,977
$ 2,469,993

The cost of crystal inventories recognized as cost of goods sold for 2024 and 2023 included $8,185,113 thousand and $6,977,345 thousand, respectively. The cost of goods sold for 2024 and 2023 included inventory write-downs of $10,625 thousand and $13,277 thousand, respectively.

The cost of real estate inventories recognized as cost of goods sold for 2024 and 2023 included $0 thousand and $13,050 thousand, respectively.

The details of the building and land held for sale are as follows:

Area
Jing Yuan

Area
Jing Yuan
December 31, 2024
Buildings and
Land Held for
Sale
Contract
Liabilities -
Current
$ 177,981
$ 42
December 31, 2023
Buildings and
Land Held for
Sale
Contract
Liabilities -
Current
$ 233,977
$ 40

195

13. SUBSIDIARIES

Subsidiaries Included in the Consolidated Financial Statements

The detail information of the subsidiaries at the end of reporting period was as follows:


Investor
Investee
Nature of Activities
TXC Corporation (TXC)
Taiwan Crystal Technology
International Limited (TCTI)
Investment management
TXC Technology, Inc.
Marketing activities
TXC Japan Corporation
Marketing activities
Taiwan Crystal Technology (HK)
Limited (TCT-HK)
International trading
TXC Europe GmbH
Marketing activities
Taiwan Crystal
Technology
International Limited
TXC (Ningbo) Corporation
(TXC-Ningbo)
Research and development,
manufacture, and sale of
quartz elements and related
electronic products
TXC (Ningbo)
Corporation
TXC (Chongqing) Corporation
(TXC-Chongqing)
Research and development,
manufacture, and sale of
quartz elements and related
electronic products
Chongqing Zhongyang Properties Co.,
Ltd. (Chongqing Zhongyang)
Properties development
Ningbo Beilun Jingyu Trading
Corporation (Beilun Jingyu)
International trading
Ningbo Meishan Free Trade Port Area
Ding Kai Investment Management
Company Limited (Ding Kai
Investment)
Investment management
TETC CORP. NINGBO
(TETC-NINGBO)
Research and development,
manufacture, and sale of
quartz elements and related
electronic products
PT TXC TECHNOLOGY
INDONESIA (SUB)
Research and development,
manufacture, and sale of
quartz elements and related
electronic products
Chongqing Zhongyang
Properties Co., Ltd.
ChongQing Dingsen Commercial
Management Co., Ltd
Property management
TETC CORP. NINGBO
Shanghai JCH Co., Ltd (JCH)
Marketing activities and
technical services
Proportion of Ownership
December 31
2024
2023
Remark
100
100
a
100
100
b
100
100
c
100
100
e
100
100
j
100
100
d
100
100
f
100
100
g
100
100
h
100
100
i
100
100
l
81
-
n
100
100
k
100
100
m
  • a. Taiwan Crystal Technology International Limited was incorporated on December 23, 1998 in Samoa.

  • b. TXC Technology, Inc. was incorporated on December 1, 2000 in California, U.S.A.

  • c. TXC Japan Corporation was incorporated on September 13, 2005 in Yokohama, Japan.

  • d. TXC (Ningbo) Corporation was incorporated on March 12, 1999 in Ningbo, China.

  • e. Taiwan Crystal Technology (HK) Limited was incorporated on July 6, 2010 in Hong Kong Special Administrative Region, China.

  • f. TXC (Chongqing) Corporation was incorporated on October 11, 2010 in Chongqing, China.

  • g. Chongqing Zhongyang Properties Co., Ltd. was incorporated on February 14, 2011 in Chongqing, China.

  • h. Ningbo Beilun Jingyu Trading Corporation was incorporated on September 7, 2011 in Ningbo, China.

196

  • i. Ningbo Meishan Free Trade Port Area Ding Kai Investment Management Company Limited was incorporated on May 12, 2017 in Beilun District, Ningbo, China.

  • j. TXC Europe GmbH was founded in Germany on August 17, 2018.

  • k. ChongQing Dingsen Commercial Management Co., Ltd. was incorporated on February 21, 2019 in Chongqing, China.

  • l. TETC CORP. NINGBO was incorporated on December 30, 2020 in Ningbo, China.

  • m. Shanghai JCH Co., Ltd. was registered on October 13, 2022 in Shanghai, China.

  • n. PT TXC Technology Indonesia was registered on March 6, 2024 in Surabaya, Indonesia.

14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates and join ventures

a. Investment in associates
Associates that are not individually material


The Group’s share of:
Profit from continuing operations
Other comprehensive (loss) income
Total comprehensive income for the year
December 31 December 31
2024
2023
$ 464,962
$ 446,126
December 31
2024
$ 428,728

For the Year Ended
2023
$ 397,952
December 31
2024
$ 30,280

18,101
$ 48,381
2023
$ 20,756

(4,266)
$ 16,490

Refer to Table 4 “name, locations, and related information of investees on which the Company exercises significant influence” for the nature of activities, principal place of business and country of incorporation of the associates.

  • b. Investment joint venture
Joint ventures that are not individually material December 31
2024
$ 36,234
2023
$ 48,174

197


The Group’s share of:
Profit from continuing operations
Total comprehensive income for the year
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **

2024
$ (14,080)

$ (14,080)
2023
$ (16,183)
$ (16,183)

Refer to Table 4 “name, locations, and related information of investees on which the Company exercises significant influence” and Table 5 “information on investment in mainland China” for the nature of activities, principal place of business and country of incorporation of the joint venture.

15. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2023

Additions
Disposals
Reclassified as an intangible assets
Reclassified
Effect of foreign currency exchange
differences

Balance at December 31, 2023

Accumulated depreciation and impairment
Balance at January 1, 2023

Disposals
Depreciation expenses
Impairment losses
Reclassified
Effect of foreign currency exchange
differences

Balance at December 31, 2023

Carrying value at December 31, 2023

Cost
Balance at January 1, 2024

Additions
Disposals
Reclassified from intangible assets
Reclassified
Effect of foreign currency exchange
differences

Balance at December 31, 2024

Accumulated depreciation and impairment
Balance at January 1, 2024

Disposals
Depreciation expenses
Reversal of impairment losses
Effect of foreign currency exchange
differences

Balance at December 31, 2024

Carrying value at December 31, 2023 and
January 1, 2024

Carrying value at December 31, 2024
Freehold Land
$ 621,855

-
-
-
-

-

$ 621,855

$ -

-
-
-
-

-

$ -

$ 621,855

$ 621,855

79,407
-
-
-

1,982

$ 703,244

$ -

-
-
-

-

$ -

$ 621,855

$ 703,244
Land
Improvements
$ 3,024

-
-
-
-

-

$ 3,024

$ 1,581

-
317
-
-

-

$ 1,898

$ 1,126

$ 3,024

-
-
-
-

-

$ 3,024

$ 1,898

-
312
-

-

$ 2,210

$ 1,126

$ 814
Buildings

$ 2,781,991

50,525
(2,033 )
-
88,305

(20,052)

$ 2,898,736

$ 1,353,707

(2,033 )
135,230
-
-

(10,553)

$ 1,476,351

$ 1,422,385

$ 2,898,736

262,532
(3,684 )
-
90

67,830

$ 3,225,504

$ 1,476,351

(3,684 )
136,543
-

35,636

$ 1,644,846

$ 1,422,385

$ 1,580,658
Machinery and
Equipment

$ 11,127,318

336,164
(243,154 )
-
(4,071 )

(79,064)

$ 11,137,193

$ 7,111,880

(206,250 )
975,057
3,234
(80 )

(66,387)

$ 7,817,454

$ 3,319,739

$ 11,137,193

1,108,506
(365,942 )
-
5,053

341,378

$ 12,226,188

$ 7,817,454

(311,989 )
939,370
(5,617 )

222,189

$ 8,661,407

$ 3,319,739

$ 3,564,781
Transportation
Equipment
O
$ 24,354

866
(800 )
-
-

(361)

$ 24,059

$ 17,137

(800 )
2,806
-
-

(282)

$ 18,861

$ 5,198

$ 24,059

3,809
-
-
-

1,229

$ 29,097

$ 18,861

-
2,875
-

982

$ 22,718

$ 5,198

$ 6,379
ffice Equipment

$ 427,331

41,701
(7,535 )
-
1,062

(29,191)

$ 433,368

$ 279,406

(7,040 )
47,494
-
80

(3,404)

$ 316,536

$ 116,832

$ 433,368

151,600
(9,998 )
6,165
(5,053 )

17,914

$ 593,996

$ 316,536

(9,824 )
51,226
-

11,558

$ 369,496

$ 116,832

$ 224,500
Property under
Construction
$ 97,580

280,360
(460 )
(1,845 )
(88,496 )

(3,943)

$ 283,196

$ -

-
-
-
-

-

$ -

$ 283,196

$ 283,196

592,734
-
-
(90 )

27,888

$ 903,728

$ -

-
-
-

-

$ -

$ 283,196

$ 903,728
Total
$ 15,083,453
709,616
(253,982 )
(1,845 )
(3,200 )

(132,611)
$ 15,401,431
$ 8,763,711
(216,123 )
1,160,904
3,234
-

(80,626)
$ 9,631,100
$ 5,770,331
$ 15,401,431
2,198,588
(379,624 )
6,165
-

458,221
$ 17,684,781
$ 9,631,100
(325,497 )
1,130,326
(5,617 )

270,365
$ 10,700,677
$ 5,770,331
$ 6,984,104

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Land improvements 5-7 years Buildings 3-51 years Equipment Major production equipments 3-15 years Temperature control systems 4-7 years Transportation equipments 4-7 years Transportation equipments 4-5 years Office equipment 3-5 years

198

Property, plant and equipment pledged as collateral for bank borrowings is set out in Note 31.

16. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amounts
Land use right

Buildings
Transportation equipment



Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land use right
Buildings
Transportation equipment
Income from the subleasing of right-of-use assets (presented in
other income)
December 31 December 31
2024
$ 196,807

6,430

4,872

$ 208,109

**For the Year Ended **
2023
$ 191,831
1,850
2,559
$ 196,240
**December 31 **




2024
$ 11,923

$ 4,685

3,152

1,894

$ 9,731

$ (1,106)
2023
$ 32,485
$ 4,615
22,039

619
$ 27,273
$ (1,089)

Right-of-use assets pledged as collateral for bank borrowings are set out in Note 31.

  • b. Lease liabilities
Carrying amounts
Current
Non-current
December 31


2024
$ 8,400


8,349

$ 16,749
2023
$ 5,958

6,714
$ 12,672

Range of discount rates for lease liabilities was as follows:

Buildings
Transportation equipment
December 31
2024
2023
1.27%-3.85%
1.27%-3.85%
3%-3.14%
3%

199

c. Material lease-in activities and terms

The Group purchased the land use right for the construction of plants, offices and retail stores with use term of 50 years in mainland China and its payments was paid fully at the time of contract signed and can be renewed upon the expiration of the period. The Group does not have purchase options to acquire the land and buildings at the end of the contract.

  • d. Other lease information

Expenses relating to short-term leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2024
$ 366
$ (8,575)
2023
$ 249
$ (26,401)

The Group leases certain buildings which qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

17. INVESTMENT PROPERTIES

Completed
Investment
Properties
Cost
Balance at January 1, 2023 $ 637,330
Transfer to inventories (418)
Effect of foreign currency exchange differences
(9,632)
Balance at December 31, 2023 $ 627,280
Accumulated depreciation and impairment
Balance at January 1, 2023 $ (65,984)
Depreciation expenses (22,204)
Effect of foreign currency exchange differences
1,150
Balance at December 31, 2023 $ (87,038)
Carrying amounts at December 31, 2023 $ 540,242
(Continued)

200

Completed
Investment
Properties
Cost
Balance at January 1, 2024 $ 627,280
Transfer from inventories 66,433
Effect of foreign currency exchange differences
31,952
Balance at December 31, 2024 $ 725,665
Accumulated depreciation and impairment
Balance at January 1, 2024 $ (87,038)
Depreciation expenses (23,589)
Effect of foreign currency exchange differences
(4,348)
Balance at December 31, 2024 $ (114,975)
Carrying amounts at December 31, 2024 $ 610,690
(Concluded)

The investment real estate held by the combined company is mainly located in Pingzhen District of Taoyuan City and Ningbo City, Mainland China, and some of the factories and offices are leased to collect rents. The other part of the investment real estate is located in Chongqing City, mainland China, and is mainly self-built shopping malls to collect rents.

The investment properties held by the Group are depreciated using the straight-line method over their useful lives of 3-60 years.

The fair value of the Group’s investment properties as of December 31, 2024 and 2023 was $1,209,444 thousand and $1,077,690 thousand, respectively. The determination of fair value was not performed by independent qualified professional valuers; however, the management of the Group used the valuation model that market participants would use in determining the fair value. The valuation was arrived at by reference to market evidence of transaction prices for similar properties.

All of the Group’s investment properties were freehold properties. The investment properties pledged as collateral for bank borrowing are set out in Note 31.

18. BORROWINGS

a. Short-term borrowings


Unsecured borrowings
Bank loans

Letters of credit

Short-term borrowings
**December 31 ** **December 31 **



2024
$ 135,441

70,685

$ 206,126
2023
$ 190,500

51,118
$ 241,618

201

The interest rates on the bank loans and letters of credit were 2.2%-3.2% and 2.83%-3.5% per annum as of December 31, 2024 and 2023, respectively.

b. Long-term borrowings


Secured borrowings (Note 31)


Bank loans

Less: Current portions


Unsecured borrowings
Bank loans
Less: Current portions


Long-term borrowings

Detail of borrowings
Interest rate
Maturity date
December 31 December 31








2024
$ 493,627

(59,284)

434,343

1,421,589
(668,905)

752,684

$ 1,187,027

0.98%-3.85%

Due by
October 2028
2023
$ 216,966

(43,394)

173,572
2,347,591

(638,398)

1,709,193
$ 1,882,765
0.85%-6.47%
Due by
October 2027

19. BONDS PAYABLE

Unsecured domestic convertible bonds

Less: Discount on bonds payable

Less: Corporate bonds due within one year or one operating cycle

Unsecured domestic convertible bonds
December 31 December 31



2024
$ -


-

-

-

$ -
2023
$ 1,200,000

(6,080)
1,193,820
(1,193,820)
$ -

On July 26, 2021, the Company issued the 5th domestic unsecured convertible bonds with an aggregate principal amount of $1,200,000 thousand at 0% interest rate, and the issuance period is for three years from July 26, 2021 to July 26, 2024. The repayment will be made at face value in full by cash upon maturity. Bondholders are entitled to convert bonds into the Company’s ordinary shares from October 27, 2021 to July 26, 2024. The conversion price was set initially at $138 per share. According to the terms on this convertible of bonds, the conversion price should be adjusted to $109.1 per share since June 28, 2024, i.e. the ex-dividend date.

202

The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus. The effective interest rate of the liability component was 0.8961% per annum on initial recognition.

Proceeds from issuance (less transaction costs of $5,427 thousand)

Equity component (less transaction costs allocated to the equity component of $129
thousand)
Assets component

Liability component at the date of issue (less transaction costs allocated to the liability
component of $5,298 thousand)

Liability component at December 31, 2022

Interest charged at an effective interest rate
Convertible bonds converted into ordinary shares

Liability component at December 31, 2023
Less: Corporate bonds due within one year or one operating cycle

Unsecured domestic convertible bonds

Liability component at December 31, 2023

Interest charged at an effective interest rate
Convertible bonds converted into ordinary shares
Redemption of convertible bonds

Liability component at December 31, 2024
$ 1,194,573
(28,431)

2,040
$ 1,168,182
$ 1,183,273
10,647

(100)
1,193,820
(1,193,820)
$ -
$ 1,193,820
6,022
(898,442)

(301,400)
$ -

20. OTHER LIABILITIES

Current
Other payables
Payables for bonuses to employees and directors

Payables for commissions
Payables for salaries
Payables for bonuses
Payables for annual leave
Payables for purchases of equipment
Others


Deferred revenue
Arising from government grants (Note 27)

Others

December 31 December 31





2024
$ 281,492

20,655
185,907
510,759
48,950
95,250
168,284

$ 1,311,297

$ 43,616

1,130

$ 44,746
2023
$ 276,024
17,840
151,979
435,278
43,692
51,080

125,701
$ 1,101,594
$ 38,489

1,076
$ 39,565
(Continued)

203

Non-current
Deferred revenue
Arising from government grants (Note 27)

Others

**December 31 ** **December 31 **


2024
$ 61,369

659

$ 62,028
2023
$ 77,616

1,703
$ 79,319
(Concluded)

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in mainland China are members of a state-managed retirement benefit plan operated by the government of China. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

b. Defined benefit plans

The defined benefit plan adopted by the Company of the Group in accordance with the Labor Standards Act is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contribute amounts equal to 9% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit (assets) liabilities
**December 31 ** **December 31 **


2024
$ 73,551

(78,778)

$ (5,227)
2023
$ 176,155
(156,050)
$ 20,105

204

Movements in net defined benefit liabilities (assets) were as follows:

Present Value Present Value Net Defined Net Defined
of the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Balance at January 1, 2023
$ 182,628
$ (147,425)
$
35,203
Service cost
Current service cost 945 - 945
Past service cost 465 - 465
Past service cost and loss (gain) on
settlements (340) 326 (14)
Net interest expense (income)
2,739
(2,313)
426
Recognized in profit or loss
3,809
(1,987)
1,822
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
$
-
$
(795)
$
(795)
Actuarial (gain) loss - changes in financial
assumptions 4,099 - 4,099
Actuarial (gain) loss - experience
adjustments
(7,091)
-
(7,091)
Recognized in other comprehensive income
(2,992)
(795)
(3,787)
Contributions from the employer - (13,133) (13,133)
Benefits paid
(7,290)
7,290
-
Balance at December 31, 2023
$ 176,155
$ (156,050)
$
20,105
Service cost
Current service cost
$
791
$
-
$
791
Past service cost 2,005 - 2,005
Past service cost and loss (gain) on
settlements (996) 700 (296)
Net interest expense (income)
2,088
(2,077)
11
Recognized in profit or loss
3,888
(1,377)
2,511
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (12,908) (12,908)
Actuarial (gain) loss - changes in financial
assumptions (6,261) - (6,261)
Actuarial (gain) loss - experience
adjustments
(1,214)
-
(1,214)
Recognized in other comprehensive income
(7,475)
(12,908)
(20,383)
Contributions from the employer - (7,460) (7,460)
Benefits paid
(99,017)
99,017
-
Balance at December 31, 2024
$
73,551
$ (78,778)
$
5,227

205

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:


Cost of goods sold
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2024
$ 1,344

219
355

593

$ 2,511
2023
$ 960
135
272

455
$ 1,822

Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the (government/corporate) bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
December 31
2024
2023
1.50 %
1.25%
2.50 %
2.50%

If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
December 31



2024
$ (1,411)

$ 1,455

$ 1,418

$ (1,382)
2023
$ (4,090)
$ 4,237
$ 4,110
$ (3,989)

206

The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
**December ** **31 **
2024
$ 2,052

9.1 years
2023
$ 13,440
9.8 years

22. EQUITY

  • a. Share capital

Ordinary shares

Shares authorized (in thousands of shares)

Shares authorized, par value $10 (in thousands of dollars)

Shares issued and fully paid (in thousands of shares)

Shares issued and fully paid (in thousands of dollars)
**December 31 ** **December 31 **



2024
500,000

$ 5,000,000

342,993

$ 3,429,930
2023

500,000
$ 5,000,000

309,757
$ 3,097,570

In order to align with long-term operational development, the Company introduced strategic partners, strengthened operational capital, and enhanced its financial structure. Considering the cost of raising funds and the timeliness and convenience of the introduction, the shareholders’ meeting held on May 28, 2024, approved a private placement of up to 25,000 thousand shares of common stock through a cash capital increase. On June 20, 2024, the Board of Directors approved the issuance of 25,000 thousand common shares through a cash capital increase, with all shares to be subscribed for in cash by specific individuals, at a premium price of $93.5 per share. The total amount raised through the private placement was $2,337,500 thousand. The capital increase was registered and completed with the effective date set as July 2, 2024.

Bond conversion entitlement certificates

Shares converted but registration change has not been completed
(in thousands of shares)

Shares converted but registration change has not been completed
(in thousands of dollars)
**December ** **31 **



2024

-

$ -
2023

1
$ 9

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The Company’s 30,000 thousand shares authorized were reserved for the issuance of convertible bonds and employee share options.

207

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital*
Issuance of ordinary shares

Conversion of bonds
Overdue options
The difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual
disposal or acquisition
May only be used to offset a deficit
Share of changes in capital surplus of associates or joint venture
Other
May not be used for any purpose
Employee share options

December 31 December 31



2024
$ 2,699,275

1,814,500
80,518
331

23,981
3,532
-

$ 4,622,137
2023
$ 611,776
977,121
73,377
331
23,981
3,678

28,429
$ 1,718,693
  • Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

c. Retained earnings and dividend policy

Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to compensation of employees and remuneration of directors and supervisors in Note 24(g).

Dividends are recommended by the board of directors in accordance with the Corporation’s dividend policy. Under this policy, industry trends and growth should be evaluated, investment opportunities should be fully understood, and proper capital adequacy ratios should be considered in determining the dividends to be distributed. In addition, cash dividends should not be less than 20% of the total dividends to be appropriated.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

208

When distributing the surplus, the Company is required to set aside additional special reserve equivalent to the net debit balance of the other equity interests in accordance with legal provisions (e.g., exchange differences on the translation of financial statements of foreign operating institutions, accumulated balances of unrealized gains and losses on financial assets at fair value through other comprehensive income). If there is a subsequent decrease in the amount of deductions from other equity items, the decrease can be transferred back to unappropriated earnings from the special surplus reserve.

The appropriations of earnings for 2023 and 2022, which were approved in the shareholders’ meetings on May 28, 2024 and May 30, 2023, respectively, were as follows:

Legal reserve

Special reserve
Cash dividends
Appropriation of Earnings
For Fiscal
For Fiscal

Year 2023
Year 2022

$ 194,468
$ 296,435

384,696
143,071
1,393,911
2,168,299
Dividends Per Share
(NT$)
For Fiscal For Fiscal
Year 2023 Year 2022
$ -
$ -
-
-
4.5
7.0

The appropriations of earnings for 2024, which were proposed by the Company’s board of directors on March 10, 2025, were as follows:

Appropriation Appropriation Dividends Per Dividends Per
of Earnings Share (NT$)
Legal reserve $ 215,395 $ -
Special reserve (304,974) -
Cash dividends 1,783,563 5.2

The appropriation of earnings for 2024 will be resolved by the shareholders in their meeting to be held on May 27, 2025.

  • d. Others equity items

  • 1) Exchange differences on translation of the financial statements of foreign operations


Balance at January 1

Exchange differences on the translation of the financial
statements of foreign operations
Share from associates accounted for using the equity method
Balance at December 31
For the Year Ended For the Year Ended December 31


2024
$ (582,706)

424,239

17,936

$ (140,531)
2023
$ (450,523)
(127,850)

(4,333)
$ (582,706)

209

  • 2) Unrealized valuation gain (loss) on financial assets at FVTOCI
Balance at January 1
Recognized for the year
Unrealized gain (loss) - equity instruments
Share from associates accounted for using the equity
method
Other comprehensive income (loss) recognized for the year
Cumulative unrealized gain of equity instruments transferred
to retained earnings due to disposal
Balance at December 31
3) Non-controlling interests

Balance at January 1

Share in profit for the year
Acquisition of non-controlling interests in subsidiaries

Balance at December 31






For the Year Ended For the Year Ended December 31
2024
$ 54,939

12,793

(61)


12,732


-

$ 67,671

For the Year Ended
2023
$ 307,453
(24,632)

(72)

(24,704)
(227,810)
$ 54,939
**December 31 **




2024
$ -

(876)

120,700

$ 119,824
2023
$ -
-

-
$ -
23. REVENUE

Revenue from contracts with customers
Revenue from sale of goods

Construction contract revenue


Contract Balances
December 31,
2024
Trade receivables (Note 10)
$ 3,569,450

Contract liabilities - current
Construction of properties
$ 42

Sale of goods

17,886

$ 17,928
For the Year Ended December 31 For the Year Ended December 31







2024
2023
$ 12,658,408 $ 10,827,498
13,850

22,904
$ 12,672,258
$ 10,850,402
December 31,
2023
January 1, 2023

$ 3,167,780
$ 3,524,632


$ 40
$ 40
31,550

12,116

$ 31,590
$ 12,156

The contract liabilities were unearned sales revenue and accounted for other current liabilities.

210

24. NET PROFIT FROM CONTINUING OPERATIONS

Net profit from continuing operations was attributable to:

a. Interest income


Bank deposits
Financial assets at amortized cost
Others
b. Other income

Income from government grants

Dividends
Others


c. Other gains and losses
**For the Year Ended ** **For the Year Ended ** **December 31 **
2024
$ 50,268
7,143

15,006
$ 72,417
For the Year Ended
2023
$ 55,738
8,931

12,535
$ 77,204
December 31


2024
$ 98,173

4,651
34,549

$ 137,373
2023
$ 120,671
12,561

29,797
$ 163,029

(Loss) gain on disposal of property, plant and equipment

Fair value changes of financial assets and financial liabilities
Financial assets mandatorily at FVTPL
Net foreign exchange gains
Property, plant and equipment impairment losses (reversed)
recognized
Depreciation of investment properties
Gain on modifications of lease
Others

**For the Year Ended ** **For the Year Ended ** **December 31 **


2024
$ (332)

31,998
259,956
5,617
(5,566)
-
(23,164)

$ 268,509
2023
$ 1,527
1,729
68,611
(3,234)
(22,204)
7

(39,398)
$ 7,038

d. Finance costs


Interest on bank loans
Interest on convertible bonds
Interest on lease liabilities
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2024
$ 49,617
6,022

504
$ 56,143
2023
$ 46,325
10,647

647
$ 57,619

211

e. Depreciation and amortization


Property, plant and equipment

Investment properties
Right-of-use assets
Intangible assets


An analysis of deprecation by function
Operating costs

Operating expenses
Other gains and losses


An analysis of amortization by function
Operating costs

Operating expenses


Employee benefits expense

Post-employment benefits (Note 21)
Defined contribution plans

Defined benefit plans


Other employee benefits
Payroll expense
Labor and health insurance
Others



An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
2023
$ 1,130,326
$ 1,160,904
23,589
22,204
9,731
27,273

17,946

17,790
$ 1,181,592
$ 1,228,171
$ 860,398
$ 893,687
297,682
294,490

5,566

22,204
$ 1,163,646
$ 1,210,381
$ 143
$ 141

17,803

17,649
$ 17,946
$ 17,790
For the Year Ended December 31








2024
$ 134,786

2,511

137,297

2,722,425
146,564
117,073

2,986,062

$ 3,123,359

$ 1,827,338

1,296,021

$ 3,123,359
2023
$ 116,912

1,822

118,734
2,256,542
140,040

94,760

2,491,342
$ 2,610,076
$ 1,516,960

1,093,116
$ 2,610,076

f. Employee benefits expense

212

  • g. Employees’ compensation and remuneration of directors for 2024 and 2023

The Company accrued employees’ compensation and remuneration of directors at the rates no less than 3% and no higher than 2%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2024 and 2023 which were approved by the Company’s board of directors on March 10, 2025 and March 11, 2024, respectively, were as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
For the Year Ended December 31
2024
2023
9.0%
9.0%
1.5%
1.5%

Amount

Employees’ compensation

Remuneration of directors
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2024
Cash
Share
$ 241,279
$ -

40,213
-
2023
Cash
Share
$ 194,831
$ -
32,472
-

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2023 and 2022.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

25. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

Major components of tax expense were as follows:


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior year


Deferred tax
In respect of the current year
Adjustments for prior years


Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31





2024
$ 395,111

-
(7,782)

387,329

50,972
-

50,972

$ 438,301
2023
$ 368,140
6,418

(7,090)

367,468
(12,879)

(5,045)

(17,924)
$ 349,544

Income tax expense recognized in profit or loss

213

A reconciliation of accounting profit and current income tax expenses is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate

Tax effect of adjusting items:
Non-deductible expenses in determining taxable income
Tax-exempt income
Deferred tax effect of earnings of subsidiaries
Income tax on unappropriated earnings
Unrecognized temporary differences
Unrecognized loss carryforwards
Investment tax credit
Effect of different tax rate of group entities operating in other
jurisdictions
Adjustment for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2024
$ 2,574,840

$ 514,968

5,415
(6,986)
101,531
-
(1,857)
5,858
(100,501)
(72,345)
(7,782)

$ 438,301
2023
$ 2,063,246
$ 412,649
3,995

(6,664)
81,051
6,418

907
4,655

(84,715)

(56,617)

(12,135)
$ 349,544

b. Income tax expense recognized in other comprehensive income


Deferred tax
In respect of the current year
Remeasurement of defined benefit plans
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 4,077
2023
$ 757

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31 December 31

2024
$ 78,982

$ 96,968
2023
$ 17,525
$ -

214

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2024

Deferred tax assets
Unrealized loss on inventories

Unrealized exchange loss
Payable for annual leave
Determine benefit obligation
Property, plant and equipment
Financial liabilities at fair value
through profit or loss
Deferred revenue
Others


Deferred tax liabilities
Associates

Unrealized exchange gains
Financial assets at fair value
through profit or loss
Property, plant and equipment

Opening
Balance
Recognize in
Profit or Loss
Recognize in
Other
Compre-
hensive Income
$ 8,748
$ (705)
$ -

16,235
(16,235)
-
7,594
676
-
6,384
(990)
(4,077)
3,114
(842)
-
4,950
(4,040)
-
12,373
(5,007)
-

7,910

2,175

-

$ 67,308
$ (24,968)
$ (4,077)

$ 77,494
$ 20,963
$ -

-
9,910
-
222
697
-

34,076

(5,566)

-

$ 111,792
$ 26,004
$ -
Exchange
Differences
$ 54

-
85
-
141
-
519

94

$ 893

$ -

-
21

1,611

$ 1,632
Closing
Balance
$ 8,097
-
8,355
1,317
2,413
910
7,885

10,179
$ 39,156
$ 98,457
9,910
940

30,121
$ 139,428

For the year ended December 31, 2023

Deferred tax assets
Unrealized loss on inventories

Unrealized exchange loss
Payable for annual leave
Determine benefit obligation
Property, plant and equipment
Financial liabilities at fair value
through profit or loss
Deferred revenue
Others


Deferred tax liabilities
Associates

Financial assets at fair value
through profit or loss
Property, plant and equipment

Opening
Balance
Recognize in
Profit or Loss
Recognize in
Other
Compre-
hensive Income
$ 8,435
$ 328
$ -

11,336
4,899
-
8,063
(444)
-
9,403
(2,262)
(757)
2,677
486
-
4,009
941
-
11,273
1,294
-

6,075

1,862

-

$ 61,271
$ 7,104
$ (757)

$ 79,518
$ (2,024)
$ -

549
(321)
-

38,065

(3,430)

-

$ 118,132
$ (5,775)
$ -
Exchange
Differences
$ (15)

-
(25)
-
(49)
-
(194)

(27)

$ (310)

$ -

(6)

(559)

$ (565)
Closing
Balance
$ 8,748
16,235
7,594
6,384
3,114
4,950
12,373

7,910
$ 67,308
$ 77,494
222

34,076
$ 111,792

215

e. Income tax assessments

The income tax returns through 2022 had been assessed by the tax authorities.

26. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share from continuing operations were as follows:

Net Profit for the Year


Profit for the period attributable to owners of the Company

Interest on convertible bonds after tax

Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2024
$ 2,137,415

4,817

$ 2,142,232
2023
$ 1,713,702

8,517
$ 1,722,219

Weighted average number of ordinary shares outstanding (in thousand shares):


Weighted average number of ordinary shares in the computation of
basic earnings per share
Effect of potentially dilutive ordinary shares:
Convertible bonds
Employees’ compensation
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2024
326,292

6,340

2,764

335,396
2023
309,757
10,563

2,634
322,954

The Group may settle the compensation paid to employees by cash or shares; therefore, the Group presumes that the entire amount of the compensation will be settled in shares and the resulting potential shares will be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the shares had a dilutive effect. Such dilutive effect of the potential shares was included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.

27. GOVERNMENT GRANTS

In 2024, the Group received a government grant of $23,860 thousand for its investment of equipment. The amount was recognized as deferred revenue and subsequently transferred to profit or loss over the useful life of the related asset.

216

28. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Company (comprising issued capital, reserves, retained earnings and other equity).

The Group is not subject to any externally imposed capital requirements.

29. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2024
Financial assets at FVTPL
Domestic listed shares

Foreign exchange forward
contracts and exchange
contracts
Beneficiary certificate
Structured deposits
Convertible bonds


Financial assets at FVTOCI
Domestic listed shares

Domestic unlisted shares
Foreign unlisted shares

Level 1
$ 43,000
-
308
-

17,550

$ 60,858

$ 40,678
-

-

$ 40,678
Level 2
$ -

1,415

-

1,405,617

-

$ 1,407,032

$ -

-

-

$ -
Level 3
$ -

-

-

-

-

$ -

$ -

49,292

310,933

$ 360,225
Total
$ 43,000

1,415

308

1,405,617

17,550
$ 1,467,890
$ 40,678

49,292

310,933
$ 400,903

217

December 31, 2023

Financial assets at FVTPL
Foreign exchange forward
contracts and exchange
contracts

Beneficiary certificate
Structured deposits


Financial liabilities at FVTPL
Foreign exchange forward
contracts and exchange
contracts

Financial assets at FVTOCI
Domestic emerging market
shares

Domestic unlisted shares
Foreign unlisted shares

Level 1
$ -
288

-

$ 288

$ -

$ 72,844
-

-

$ 72,844
Level 2
$ 1,490

-

617,272

$ 618,762

$ 18,323

$ -

-

-

$ -
Level 3
$ -

-

-

$ -

$ -

$ -

68,056

234,857

$ 302,913
Total
$ 1,490

288

617,272
$ 619,050
$ 18,323
$ 72,844

68,056

234,857
$ 375,757

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2024

Financial assets
Balance at January 1, 2024

Recognized in other comprehensive income (including in
unrealized gain on financial assets at FVTOCI)
Effect of foreign currency exchange differences

Balance at December 31, 2024
Financial Assets
at FVTPL
Equity
Instruments
$ -

-

-

$ -
Financial Assets
**at FVTOCI **
Equity
Instruments
$ 302,913
44,959

12,353
$ 360,225

218

For the year ended December 31, 2023

Financial assets
Balance at January 1, 2023

Purchases
Transfers into Level 1
Recognized in other comprehensive income (including in
unrealized gain on financial assets at FVTOCI)
Effect of foreign currency exchange differences

Balance at December 31, 2023
Financial Assets
at FVTPL
Equity
Instruments
$ -

-
-

-

-

$ -
Financial Assets
at FVTOCI
Equity
Instruments
$ 400,411
40,435
(190,879)
56,220

(3,274)
$ 302,913

The fair value of these shares issued by Win Win Precision Technology Co., Ltd. was transferred from Level 3 to Level 1 since the shares were listed on the Taipei Exchange on January 16, 2023.

  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instruments
Derivatives - foreign exchange
forward contracts and
exchange contracts
Structured deposits
Valuation Techniques and Inputs
Discounted cash flow.
Future cash flows are estimated based on observable forward
exchange rates at the end of the reporting period and contract
forward rates, discounted at a rate that reflects the credit risk
of various counterparties.
Discounted cash flow.
Future cash flows are discounted at a rate that reflects current
borrowing interest rates of the bond issuers at the end of the
reporting period
  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

The Group uses price-book ratio approach, comparing the net value per share with other public companies among similar industries or evaluating share price based on average price-book ratio of other competitors, to capture the present value of the expected future economic benefits to be derived from the ownership of these investees.

The fair values of unlisted equity securities - ROC were determined using income approach. In this approach, the discounted cash flow method was used to capture the present value of the expected future economic benefits to be derived from the ownership of these investees. The significant unobservable inputs used are listed in the table below. An increase in long-term revenue growth rates or long-term pre-tax operating margin or a decrease in the WACC or discount for lack of marketability used in isolation would result in an increase in the fair value.

219

  • c. Categories of financial instruments
Financial assets
FVTPL
Mandatorily classified as at FVTPL (1)

Financial assets at amortized cost (2)
Financial assets at FVTOCI
Equity instruments


Financial liabilities
FVTPL
Mandatorily classified as at FVTPL (3)
Amortized cost (4)
December 31
2024
2023
$ 1,467,890
$ 619,050
8,064,873
7,796,196

400,903
375,757

-
18,323
5,271,083
6,599,297
  • 1) The balances include beneficiary certificate, foreign exchange forward contracts and exchange contracts, structured deposits and investment of equity instruments.

  • 2) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables and refundable deposits.

  • 3) The balances include foreign exchange forward contract and exchange contracts.

  • 4) The balances include financial liabilities at amortized cost, which comprise short-term and long-term loans, trade payables, other payables and guarantee deposits received.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, notes receivables, trade receivables, other receivables, notes payables, trade payables, other payables and borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, and monitors and manages the financial risks relating to the operations of the Group through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provided written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

The corporate treasury function reports quarterly to the Group’s risk management committee, an independent body that monitors risks and policies implemented to mitigate risk exposures.

220

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Group entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk, including: Foreign exchange forward contracts to hedge the exchange rate risk arising on the Group’s foreign currency monetary.

There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.

  • a) Foreign currency risk

Several subsidiaries of the Company have foreign currency denominated sales and purchases, which exposes the Group to foreign currency risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 35.

Sensitivity analysis

The Group is mainly exposed to the USD and JPY.

The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign exchange forward contracts designated as cash flow hedges, and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. The sensitivity analysis included external loans/borrowings as well as loans/borrowings to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in post-tax profit and other equity associated with the New Taiwan dollar weakening 1% against the relevant currency. For a 1% strengthening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on post-tax profit and other equity and the balances below would be negative.

Profit or loss
USD Impact (i)
For the Year Ended
December 31
2024
2023
$ 30,607
$ 29,011
JPY Impact (ii)
For the Year Ended
December 31
2024
2023
$ (1,136)
$ (6,328)
  • i. The result was mainly attributable to the exposure on outstanding monetary items in USD that were not hedged at the end of the reporting period.

  • ii. The result was mainly attributable to the exposure on outstanding monetary items in JPY that were not hedged at the end of the reporting period.

  • b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group deposit and borrow funds at floating interest rates.

221

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
**December 31 **
2024
2023
$ 1,414,244
$ 941,596
242,126
2,107,241
2,811,300
3,560,277
1,879,216
1,892,754

Sensitivity analysis

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2024 and 2023 would have increased/(decreased) by $2,330 thousand and $4,169 thousand, respectively, which was mainly a result of its floating rate bank deposits and bank borrowings.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Group, could be equal to the total of the following:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • b) The maximum amount the entity would have to pay if the financial guarantee is called upon, irrespective of the likelihood of the guarantee being exercised.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

222

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2024 and 2023, the Group had available unutilized short-term bank loan facilities of $9,135,693 thousand and $8,529,625 thousand, respectively.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed upon repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To the extent that interest flows are floating rate, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.

December 31, 2024

Weighted
Average
Effective
Interest Rate Less than
(%) 1 Year 2-3 Years 4-5 Years 5+ Years Total
Non-derivative financial
liabilities
Trade payables -
$ 1,690,849
$
-
$
-
$ -
$ 1,690,849
Other payables - 1,328,286 - - - 1,328,286
Lease liabilities 1.27-3.85 8,400 8,349 - - 16,749
Variable interest rate
liabilities 0.98-3.85 692,189 1,071,323 115,704 - 1,879,216
Fixed interest rate liabilities 1.22-3.2 242,126 - - - 242,126
December 31, 2023
Weighted
Average
Effective
Interest Rate Less than
(%) 1 Year 2-3 Years 4-5 Years 5+ Years Total
Non-derivative financial
liabilities
Trade payables -
$ 1,415,928
$
-
$
-
$ -
$ 1,415,928
Other payables - 1,103,583 - - - 1,103,583
Lease liabilities 1.27-3.85 5,958 6,714 - - 12,672
Variable interest rate
liabilities 0.85-1.55 276,087 1,616,667 - - 1,892,754
Fixed interest rate liabilities 2.83-6.47 1,841,143 222,708 43,390 - 2,107,241

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

223

  • b) Liquidity and interest rate risk tables for derivative financial liabilities

The following table details the Group’s liquidity analysis of its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement.

December 31, 2024

On Demand
or Less Than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Foreign exchange forward
contracts and exchange contracts $ 519
$ 896
$ -

December 31, 2023
On Demand
or Less Than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Foreign exchange forward
contracts and exchange contracts $ 1,739
$ (13,381)
$ (5,191)
1-5 Years
$ -

1-5 Years
$ -
5+ Years
$ -
5+ Years
$ -

30. TRANSACTIONS WITH RELATED PARTY

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed as follows.

  • a. Related Party Name and Category
Related Party Name
Tai-shing Electronics Components Corp.
TSE Technology (Ningbo) Co., Ltd.
EcLife Co., Ltd.
Ningbo Longying Semiconductor Co., Ltd.
PETER LIN
Related Party Category
Associate
Associate
Other associate
Other associate
Chairman of the Company
  • b. Sales of goods

Related Party Category

Associates

Other associates
Chairman of the Company

For the Year Ended For the Year Ended December 31



2024
$ 28,609

6,398
-

$ 35,007
2023
$ 30,284
5,907

5,148
$ 41,339

Selling prices and payment terms offered to related parties were similar with those offered to third parties.

224

c. Purchases of goods


Related Party Category

Other associates

Associates

For the Year Ended For the Year Ended December 31



2024
$ 4,987

290

$ 5,277
2023
$ 2,056

-
$ 2,056

Purchase prices and payment terms offered by related parties were similar with those offered by third parties.

  • d. Other income

Associates

Related Party Category

For the Year Ended December 31 2024 2023 $ 101 $ 95

  • e. Operating expenses

Other associates

Related Party Category

For the Year Ended December 31 2024 2023 $ 1,587 $ 628

  • f. Commission revenue

Associates

Related Party Category

**For the Year Ended ** **For the Year Ended ** **December 31 **

2024
$ 1,515
2023
$ 1,493
  • g. Rental revenue
Related Party
Location
Rent Collection
TSE Technology
(Ningbo) Co., Ltd.
Building P5, 1F.,
No. 189, Huangshan
W. Rd., Beilun Dist.,
Ningbo City
Based on contract,
and paid on a
monthly basis

Ningbo Longying
Semiconductor
Co., Ltd.
Building D4, No. 189,
Huangshan W. Rd.,
Beilun Dist., Ningbo
City
Based on contract,
and paid on a
monthly basis
Tai-Shing Electronics
Components
Corporation
6F., No. 4, Gongye 6th
Rd., Pingzhen Dist.,
Taoyuan City 324,
Taiwan
Based on contract,
and paid on a
monthly basis

**For the Year Ended ** **For the Year Ended ** **December 31 **
2024
Amount
% to Total
Account
Balance
$ 4,589
-

382
-

3,619
-

$ 8,590
2023




Amount
% to Total
Account
Balance
$ 4,521
-
176
-

3,663
-
$ 8,330

There is no significant difference in transaction terms between related parties and unrelated parties.

225

  • h. Receivables from related parties (excluding loans to related parties)
Related Party Category
Associates

Other associates
Less: Allowance for impairment loss

December 31 December 31


2024
$ 7,638

1,333
(68)

$ 8,903
2023
$ 7,405
1,040

(68)
$ 8,377

The outstanding trade receivables from related parties are unsecured.

  • i. Payables to related parties (excluding loans from related parties)
Related Party Category
Other associates

Associates

**December 31 ** **December 31 **


2024
$ 1,458

309

$ 1,767
2023
$ 970

-
$ 970

The outstanding trade payables from related parties are unsecured.

Payment term of the transactions to related parties were similar to those for third parties.

  • j. Other receivables from related parties
Related Party Category

Associates

Other

December 31 December 31



2024
$ 820

14

$ 834
2023
$ 1,192

1
$ 1,193
  • k. Other payables to related parties
Related Party Category
Other associates

Chairman of the Company

December 31 December 31


2024
$ 16,817

172

$ 16,989
2023
$ 1,825

164
$ 1,989
  • l. Prepayments for equipment
Related Party Category
Other associates
**December 31 ** **December 31 **
2024
$ 809
2023
$ 4,502

226

m. Acquisitions of property, plant and equipment

n.
o.

Related Party Category
Other associates

Lease arrangements - Group is lessee

Related Party Categories
Acquisition of right-to-use assets
Chairman of the Company

Line Item
Related Party Category

Lease liabilities - current
Chairman of the Company
PETER LIN

Lease liabilities - non-current Chairman of the Company
PETER LIN


Related Party Category
Interest expense
Chairman of the Company

Lease expense
Chairman of the Company

Remuneration of key management personnel

Short-term employee benefits

Post-employment benefits

Purchase Price Purchase Price Purchase Price
**For the Year Ended ** **December 31 **
2024
$ 38,114

For the Year Ended
2023
$ 968
December 31
2024
2023
$ -
$ 5,716
December 31
2024


$ 1,735

$ 910

For the Year Ended
2023
$ 1,592
$ 2,632
December 31
2024
$ 131

$ 1,707

**For the Year Ended **
2023
$ 84
$ 1,648
**December 31 **


2024
$ 155,090

3,057

$ 158,147
2023
$ 125,237

3,638
$ 128,875

The remuneration of directors and key executives was determined by the remuneration committee, is based on the performance of individuals and market trends.

227

31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings:

Building and equipment, net

Investment properties
Pledged deposits
Right-of-use assets

**December 31 ** **December 31 **


2024
$ 294,997

10,266
104,092
10,307

$ 419,662
2023
$ 299,565
11,354
99,349

10,174
$ 420,442

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Group at December 31, 2024 were as follows:

  • a. On November 8, 2021, the board of directors of the Company approved its subsidiary TETC CORP. NINGBO to construct a plant project, with an estimated investment of RMB145,000 thousand. On April 19, 2022, the Company signed a construction contract. On June 25, 2024, due to a modification of the project design, an additional amount append to RMB123,000 thousand was recorded. The total contract amount divided into paid and unpaid is as follows:
Contract
Amount
Paid Amount
(Tax Included) (Tax Included)
Property, plant and equipment
RMB 123,000
RMB 110,109

As of December 31, 2024, unrecognized commitments of the Group were as follows:
Contract
Amount
Paid Amount

(Tax Excluded) (Tax Excluded)
Acquisition of machinery and equipment$ 648,153
$ 389,949

Acquisition of machinery and equipmentRMB
203,495
RMB
29,887

Acquisition of machinery and equipmentJPY 1,172,650
JPY
526,424

Acquisition of machinery and equipmentUS$ 3,171
US$ 2,386

Acquisition of machinery and equipmentIDR 39,612,760
IDR 28,616,395
Unpaid Amount
(Tax Included)
RMB 12,891
Unpaid Amount
(Tax Excluded)
$ 258,204
RMB
173,608
JPY
646,226
US$ 785
IDR 10,996,365
  • b. As of December 31, 2024, unrecognized commitments of the Group were as follows:

33. SIGNIFICANT EVENTS AFTER REPORTING PERIOD: NONE

228

34. OTHER ITEMS

On February 15, 2023, the president of the ROC announced the amendments to the “Climate Change Response Act”, which added the provision of carbon fee collection. Subsequently, the Ministry of Environment announced the “Regulations Governing the Collection of Carbon Fees”, “Regulations for Administration of Voluntary Reduction Plans” and “Designated Greenhouse Gas Reduction Goal for Entities Subject to Carbon Fees” on August 29, 2024 and the carbon fee rate on October 21, 2024. The fee will be levied starting from January 1, 2025. Based on the emissions of the Group in 2023, the Group expects that it will not be the entity subject to carbon fees.

35. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

Unit: In Thousands of Foreign Currencies and New Taiwan Dollars

December 31, 2024

Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD $
93,304
32.7810 (USD:NTD) $ 3,058,598
USD 10,218 7.1883 (USD:RMB)
334,956
JPY 1,409,219 0.2098 (JPY:NTD)
295,654
JPY 977,152 0.0460 (JPY:RMB)
205,006
JPY 635,293 0.0064 (JPY:USD)
133,284
Financial liabilities
Monetary items
USD 8,959 32.7810 (USD:NTD)
293,685
USD 1,196 7.1883 (USD:RMB)
39,206
JPY 1,340,041 0.2098 (JPY:NTD)
281,141
JPY 2.054,247 0.0460 (JPY:RMB)
430,981
JPY 168,827 0.0064 (JPY:USD)
35,420

229

December 31, 2023

Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD $
91,758
30.7350 (USD:NTD) $ 2,820,182
USD 10,743 7.0827 (USD:RMB)
330,186
JPY 241,127 0.2173 (JPY:NTD)
52,397
JPY 39,564 0.0501 (JPY:RMB)
8,597
JPY 33,957 0.0071 (JPY:USD)
7,379
Financial liabilities
Monetary items
USD 5,515 30.7350 (USD:NTD)
169,504
USD 2,596 7.0827 (USD:RMB)
79,788
JPY 1,541,190 0.2173 (JPY:NTD)
334,901
JPY 1,636,942 0.0501 (JPY:RMB)
355,707
JPY 48,361 0.0071 (JPY:USD)
10,509

For the years ended December 31, 2024 and 2023, realized and unrealized net foreign exchange gains (losses) were $259,956 thousand and $68,611 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the group.

36. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions:

  • 1) Financing provided to others. (None)

  • 2) Endorsements/guarantees provided. (None)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures). (Table 1)

  • 4) Marketable securities acquired or disposed of at costs or prices of least NT$300 million or 20% of the paid-in capital. (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • 6) Disposal of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases or sales of goods or to related parties reaching least NT$100 million or 20% of the paid-in capital. (Table 2)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 3)

230

  • 9) Trading in derivative instruments. (Note 7)

  • 10) Intercompany relationships and significant intercompany transactions. (Table 7)

  • b. Information on investees. (Table 4)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 5)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (Table 6)

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes.

    • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.

  • d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)

37. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group’s reportable segments under IFRS 8 “Operating Segments” were as follows:

  • a. Crystal segment

The chief operating decision maker see every crystal selling unit in Taiwan and China as an operating segment. While preparing the financial report, the Group considers the following reasons:

  • 1) The similar gross profit between the selling units.

  • 2) The similar product’s nature and manufacturing process.

  • 3) The same product’s delivery type.

231

b. Real estate development segment

The department and sales of real estate, along with mall space leasing in Chongqing is considered a separate operating segment by the chief operating decision maker (CODM).

Segment revenue and results

Crystal segment

Real estate development
segment

Continuing operations

Interest income
Other income
Other gains and losses
Finance costs
Share of profit of associates and
joint ventures for using the
equity method
Profit before tax (continuing
operations)
Segment Revenue Segment Revenue


Segment Profit Segment Profit
For the Year Ended
December 31
For the Year Ended
December 31


2024
$ 12,658,408

13,850

$ 12,672,258
2023
$ 10,827,498

22,904

$ 10,850,402

2024
$ 2,158,283

(21,799)

2,136,484
72,417
137,373
268,509
(56,143)

16,200

$ 2,574,840
2023
$ 1,882,543

(13,522)

1,869,021

77,204

163,029

7,038

(57,619)

4,573
$ 2,063,246

Segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales for the years ended December 31, 2024 and 2023.

Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profit of associates, gains recognized on disposal of interests in former associates, lease income, interest income, gains or losses on disposal of property, plant and equipment, gains or losses on disposal of financial instruments, exchange gains or losses, valuation gains or losses on financial instruments, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

c. Revenue from major products and services


Crystals

Oscillators
Construction contract revenue
Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2024
$ 9,819,322
2,370,901
13,850

468,185

$ 12,672,258
2023
$ 8,518,531

2,057,750

22,904

251,217
$ 10,850,402

232

  • d. Geographical information

The Group operates in two principal geographical areas - Taiwan and China.

The Group’s revenue from continuing operations from external customers by location of operations and information on its non-current assets by location of assets are detailed below:


Taiwan

Asia
America
Europe
Others

Revenue from
External Customers
For the Year Ended December 31
2024
2023
$ 456,826 $ 399,710
11,618,139
9,877,194
332,402
328,259
258,781
230,349

6,110

14,890

$ 12,672,258
$ 10,850,402
Revenue from
External Customers
For the Year Ended December 31
2024
2023
$ 456,826 $ 399,710
11,618,139
9,877,194
332,402
328,259
258,781
230,349

6,110

14,890

$ 12,672,258
$ 10,850,402
Non-current Assets Non-current Assets
December 31


2024
$ 456,826
11,618,139
332,402
258,781

6,110

$ 12,672,258





2024
$ 2,940,252

5,548,445

1,307

424

-

$ 8,490,428
2023
$ 2,878,665

4,041,775

1,220

397

-
$ 6,922,057

Non-current assets exclude financial instruments and deferred tax assets.

  • e. Information on major customers

Single customers contributing 10% or more to the Group’s revenue were as follows:


F Group
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 1,992,216
2023
$ 2,101,830

233

TABLE 1

TXC CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account December 31, 2024 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
TXC Corporation
TXC (Ningbo) Corporation
Stock-unlisted company
Godsmith Sensor Inc
RFIC Technology Corporation
Gallopwave Inc.
Stock-listed company
Taiwan Semiconductor Manufacturing Company
Limited
Win Win Precision Technology Co., Ltd.
Shares overseas-unlisted company
Stathera IP Holdings Inc.
Convertible bonds
WPG Holdings Limited
TCC Group Holdings CO., LTD.
Shares overseas-unlisted company
Ningbo SJ Electronics Co., Ltd.
Structured deposits
Agricultural Bank of China.
Bank of Ningbo
China Everbright Bank
China Guangfa Bank
None
TXC Corporation is a director of the
Company

None

None
None

None
None


Financial assets at fair value through other
comprehensive income - non-current


Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current

Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current


800
3,334
6,250
40
1,788
65
75
100
567
RMB 40,364
RMB 40,312
RMB 15,150
RMB 10,136















$ 3,201

25,912

20,179

43,000

40,678
$ 132,970
$ 6,422
$ 7,620

9,930
$ 17,550
$ 171,805
$ 184,071

183,837

69,088

46,223
$ 483,219
4
12
8
-
3
1
-
-
5
-
-
-
-










$ 3,201
25,912
20,179
43,000

40,678
$ 132,970
$ 6,422
$ 7,620

9,930
$ 17,550
$ 171,805
$ 184,071
183,837
69,088

46,223
$ 483,219







(Continued)

234

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account **December ** 31, 2024 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
TXC (Chongqing) Corporation
Ningbo Beilun Jingyu Trading
Corporation
Ningbo Meishan Free Trade Port
Area Ding Kai Investment
Management Company Limited
Chongqing Zhongyang Properties
Co., Ltd.
ChongQing Dingsen Commercial
Management Co., Ltd.
TETC Corp. Ningbo
Structured deposits
China Construction Bank
China Merchants Bank
China CITIC Bank
Bank of China
Beneficiary certificate
Southern Cash Fund
Shares overseas-unlisted company
Zhejiang Bright Semiconductor Technology Co.,
Ltd.
Structured deposits
Chongqing Rural Commercial Bank
China Construction Bank Corporation
Structured deposits
China Construction Bank Corporation
Structured deposits
Agricultural Bank of China.
Bank of Ningbo
None



None
None
None

None
None
None
Financial assets at fair value through profit
or loss - current



Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current

Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
RMB 20,038
RMB 10,059
RMB 10,003
RMB 95,684
RMB
68
7,004
RMB
9,191
RMB
6,039
RMB
803
RMB 30,273
RMB 20,177













$ 91,380

45,873

45,616

436,346
$ 619,215
$ 308
$ 132,706
$ 41,913

27,539
$ 69,452
$ 3,663
$ 138,053

92,015
$ 230,068
-
-
-
-
-
3
-
-
-
-
-











$ 91,380
45,873
45,616

436,346
$ 619,215
$ 308
$ 132,706
$ 41,913

27,539
$ 69,452
$ 3,663
$ 138,053

92,015
$ 230,068




(Concluded)

235

TABLE 2

TXC CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Payable
or Receivable
Notes/Accounts Payable
or Receivable
Note
Purchase/
Sale
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance
% to
Total
TXC Corporation
TXC (Ningbo) Corporation
TXC (Ningbo) Corporation
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
TETC CORP. NINGBO
TXC (Chongqing) Corporation
TETC CORP. NINGBO
Subsidiary





Purchase
Sale
Purchase
Purchase
Sale
Purchase
Sale
$ 2,491,061
967,537
1,388,616
489,701
153,510
198,303
173,719
35
10
20
7
2
8
4
No significant differences
with the third parties.





Its trading price depends on its
function within the Group





No significant differences
with the third parties.





$ (650,476)
268,868
(331,936)
(114,567)
66,620
(55,324)
102,466
(40)
9
(20)
(7)
2
(7)
9

236

TABLE 3

TXC CORPORATION AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amount Received in
Subsequent Period
Allowance for
Impairment Loss
Amount **Action Taken **
TXC Corporation
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
TXC (Ningbo) Corporation
TXC (Ningbo) Corporation
TXC Corporation
TXC Corporation
TXC Corporation
TETC CORP. NINGBO
Subsidiary
Parent entity
Parent entity
Parent entity
Subsidiary
$ 268,868
650,476
331,936
114,567
102,466
4.35
4.62
3.18
4.53
3.02
$ -
-
-
-
-
-
-
-
-
-
$ 125,973
413,234
200,719
68,441
59,088
$ -
-
-
-
-

237

TABLE 4

TXC CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars or U.S. Dollars)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, As of December 31, 2024 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2024
December 31,
2023
Shares (In
Thousands)
Percentage of
Ownership
Carrying
Value
TXC Corporation
TXC (Ningbo) Corporation
Taiwan Crystal Technology International Ltd.
Taiwan Crystal Technology (HK) Limited
TXC Japan Corporation
TXC Technology Inc.
Tai-Shing Electronics Components Corporation
TXC Europe GmbH
PT TXC Technology Indonesia
Western Samoa
Hong Kong
Japan
U.S.A.
Taiwan
Germany
Indonesia
Investment management
International trading
Marketing activities
Marketing activities
Manufacture and sales of electronics products
Marketing activities
Research and development, manufacture, and sale
of quartz elements and related electronic
products
$ 1,390,461
2,371
6,172
9,879
373,432
1,746
517,840
$ 1,390,461

2,371

6,172

9,879

373,432

1,746

-

42,835

80

2

300

8,802

50

1,600
100.00
100.00
100.00
100.00
33.34
100.00
81.22
$ 8,879,763
209,731
31,865
24,078
428,728
13,142
518,372
$ 1,230,706

3,700

839

(747)

90,816

1,834

(4,645)
$ 1,224,898

3,700

839

(747)

30,280

1,834

(3,768)






238

TABLE 5

TXC CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars or U.S. Dollars)

  1. Name of the investees in mainland China, main businesses and products, paid-in capital, method of investment, information on inflow or outflow of capital, percentage of ownership, investment income or loss, ending balance of investment, dividends remitted by the investee, and the limit of investment in mainland China:
Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of Investment Method of Investment Accumulated
Outward
Remittance for
Investments
from Taiwan as
of
January 1, 2024
(In Thousand)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2024
(In Thousand)

Net Income
(Loss) of the
Investee
Percentage
of
Ownership
Investment
Gain (Loss)
Carrying
Amount as of
December 31,
2024
Accumulated
Repatriation of
Investment
Income as of
December 31,
2024
Outward Inward
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
Chongqing Zhongyang Properties
Co., Ltd.
Ningbo Beilun Jingyu Trading
Corporation
Ningbo Longying Semiconductor
Co., Ltd.
Ningbo Meishan Free Trade Port
Area Ding Kai Investment
Management Company Limited
ChongQing Dingsen Commercial
Management Co., Ltd.
Shanghai JCH Co., Ltd
Research and development,
manufacture, and sale of quartz
elements and related electronic
products
Research and development,
manufacture, and sale of quartz
elements and related electronic
products
Research and development,
manufacture, and sale of quartz
elements and related electronic
products
Properties development
International trading
Research and development in
integrated circuit
Investment management
Property management
Marketing activities and Technical
Services
$ 2,350,052
1,162,074
656,740
684,908
7,090
246,257
160,043
4,390
2,238
Indirect investment of the
Corporation in mainland China
through the Corporation’s
subsidiary in a third region
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
Other investment of the Corporation
in mainland China
$ 1,427,630
-
-
-
-
-
-
-
-
$ $ $ 1,427,630 $ 1,230,707
237,758
446,724
(18,876)
268
(47,939)
-
2,557
8,390
100.00
100.00
100.00
100.00
100.00
29.37
100.00
100.00
100.00
$ 1,230,707
237,758
446,724
(18,876)
268
(14,080)
-
2,557
8,390
$ 8,956,700
1,926,753
1,992,969
795,160
6,670
36,234
132,987
1,342
19,923
$ 1,752,692
306,500
The limited amounts of the investment in mainland China
Accumulated Outward Remittance for
Investments in mainland China as of
December 31, 2024
Investment Amounts Authorized by the
Investments Commission, MOEA
Upper Limit on the Amount of Investments
Stipulated by the Investment Commission, MOEA
$ 1,427,630 $ 2,350,052 $ -
  1. The limited amounts of the investment in mainland China

Note: The investment in mainland China has no maximum limit since the Company has acquired the approval from the Industrial Development Bureau for the establishment of the Company’s operating headquarters in Taiwan.

239

TABLE 6

TXC CORPORATION AND SUBSIDIARIES

SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

  1. Significant direct or indirect transactions with the investees, prices and terms of payment, unrealized gain or loss:
Company Name Investee Company Transaction
Type
Purchase/Sale Purchase/Sale Price Transaction Details Transaction Details Accounts/Notes Receivable
(Payable)
Accounts/Notes Receivable
(Payable)

Unrealized
(Gain) Loss
Note
Amount % Payment Terms Comparison with
**Normal Transactions **
Ending Balance
%
TXC Corporation TXC (Ningbo) Corporation
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
TETC CORP. NINGBO
Purchase
Sale
Purchase
Purchase
Sale
$ 2,491,061
967,537
1,388,616
489,701
153,510
35
10
20
7
2
Its trading price depends
on its function within
the Group



Similar with third
parties



Its trading price depends
on its function within
the Group



$ (650,476)
268,868
(331,936)
(114,567)
66,620
(40)
9
(20)
(7)
2
$ 44,276
8,335
18,625
4,289
5,753
  1. The transactions of properties and the profit or loss: None.

  2. Endorsements guarantees or collateral directly or indirectly provided to the investees: None.

  3. Financing directly or indirectly provided to the investees: None.

  4. Other transactions that significantly impacted the current year’s profit or loss or financial position: None.

240

TABLE 7

TXC CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

No. Company Name Counterparty Relationship
(Note 1)
Transaction Details Transaction Details
Financial Statement Accounts Amount Payment Terms
(Notes 1 and 2)
Percentage of Total
Sales or Assets (%)
0 TXC Corporation TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
a
a
a
Sales
Purchase
Trade receivables
Trade payables
Purchase
Trade payables
Sales
Purchase
Trade receivables
Trade payables
$ 967,537
2,491,061
268,868
650,476
1,388,616
331,936
153,510
489,701
66,620
114,567
a
a
a
a
a
a
a
a
a
a
9
23
1
3
13
2
1
5
-
1
1 TXC (Ningbo) Corporation TXC (Chongqing) Corporation
TETC CORP. NINGBO
c
c
Purchase
Trade payables
Sales
Trade receivables
198,303
55,324
173,719
102,466
c
c
c
c
2
-
2
1

Note 1: a. Represent the transactions from parent company to subsidiary.

c. Represent the transactions between subsidiaries.

Note 2: In 2024, the selling price and purchasing price were not significantly different from those of third parties, except those for TXC (Ningbo) Corporation, TXC (Chongqing) Corporation, TETC CORP. NINGBO and Taiwan Crystal Technology (HK) Limited which is depending on its function within the Group.

Note 3: The Company may decide whether to list the material transactions in this table according to the principle of materiality.

241

TABLE 8

TXC CORPORATION AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2024 (In Thousands of Shares)

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Walsin Technology Corporation 34,942,000 10.18

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

242

Appendix2

TXC Corporation

Parent Company Only Financial Statements for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report

243

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

We have audited the accompanying parent company only financial statements of TXC Corporation (the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only 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 Financial Statement Audit and Attestation Engagements of 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 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2024. 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, and we do not provide a separate opinion on these matters.

244

The key audit matter identified in the Company’s parent company only financial statements for the year ended December 31, 2024 is stated as follows:

For the year ended December 31, 2024, the Company’s revenue was approximately 12% more compared to its revenue for the year ended December 31, 2023. In comparison with 2023, the revenue derived from specific product applications increased; therefore, we considered the occurrence of revenue derived from specific product applications as a key audit matter.

The key audit procedures that we performed included the following:

  1. We obtained an understanding of 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 product applications, checked the sales orders, delivery notes, shipping documents and invoices of the relevant transactions and reconcile them with the recorded amounts to confirm the authenticity of the revenue.

  3. Obtain the subsequent receipt details for specific product applications, verify the related supporting documents, and examine whether there are any anomalies between the sales counterparties and the payment counterparties to ensure the authenticity of revenue.

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.

245

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 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 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 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.

  5. 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.

  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 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.

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 for the year ended December 31, 2024 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.

246

The engagement partners on the audits resulting in this independent auditors’ report are Ming-Chung Hsieh and Yi-Hua Peng.

Deloitte & Touche Taipei, Taiwan Republic of China

March 10, 2025

Notice to Readers

The accompanying parent company only 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 parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying parent company only 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.

247

TXC CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (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, 7 and 26)
Financial assets at amortized cost - current (Notes 4 and 9)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 27)
Other receivables (Notes 4 and 10)
Other receivables from related parties (Notes 4 and 27)
Current tax assets (Notes 4 and 23)
Inventories (Notes 4 and 11)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 26)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4 and 13)
Right-of-use assets (Notes 4 and 14)
Investment properties (Notes 4 and 15)
Intangible assets (Note 4)
Deferred tax assets (Notes 4 and 23)
Prepayment for equipment
Refundable deposits
Net defined benefit assets - non-current (Note 4 and 19)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 26)

Trade payables
Trade payables to related parties (Note 27)
Other payables (Note 18)
Other payables to related parties (Note 27)
Current tax liabilities (Notes 4 and 23)
Lease liabilities - current (Notes 4 and 14)
Current portion of long-term borrowings and bonds payable (Notes 16 and 17)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Note 16)
Deferred tax liabilities (Notes 4 and 23)
Lease liabilities - non-current (Notes 4 and 14)
Net defined benefit liabilities - non-current (Notes 4 and 19)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY (Note 20)
Share capital
Ordinary shares
Bond conversion entitlement certificates

Total share capital

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
2024
Amount
%
$ 2,296,766
11
61,965
-
78,674
-
2,703,385
14
351,713
2
60,308
-
1,086
-
78,982
-
1,503,653
8

129,062

1


7,265,594
36

96,392
1
9,587,307
48
2,482,549
13
11,302
-
15,966
-
9,130
-
23,383
-
412,507
2
3,572
-

5,227

-

12,647,335
64

$ 19,912,929
100

$ -
-
545,977
3
1,100,132
6
692,348
4
16,852
-
49,629
-
4,896
-
419,333
2

71,630

-


2,900,797
15

533,333
3
108,649
-
6,511
-
-
-

39,284

-


687,777

3


3,588,574
18

3,429,930
17

-

-


3,429,930
17


4,622,137
23

2,437,715
12
527,767
3

5,379,666
27


8,345,148
42

(140,531)
(1)

67,671

1


(72,860)

-

16,324,355
82

$ 19,912,929
100
2023









































































Amount
%
$ 1,972,837
11

-
-

75,342
1

2,548,323
14

219,990
1

26,341
-

7,828
-

74,030
1

1,466,069
8

14,911

-

6,405,671
36

171,335
1

8,221,696
46

2,582,189
15

3,867
-

17,225
-

13,593
-

47,746
-

259,225
2

2,566
-

-

-
11,319,442
64
$ 17,725,113
100
$ 18,323
-

506,797
3

1,074,959
6

625,593
4

1,869
-

-
-

2,270
-

1,829,907
10

30,333

-

4,090,051
23

1,652,667
9

77,493
1

1,631
-

20,105
-

9,550

-

1,761,446
10

5,851,497
33

3,097,570
17

9

-

3,097,579
17

1,718,693
10

2,243,247
13

143,071
1

5,198,793
29

7,585,111
43

(582,706)
(3)

54,939

-

(527,767)

(3)
11,873,616
67
$ 17,725,113
100

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

248

TXC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Note 21)

COST OF GOODS SOLD (Notes 11 and 22)

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

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 4 and 22)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 22)
Other income (Notes 4 and 22)
Other gains and losses (Note 22)
Finance costs (Notes 4 and 22)
Shares of profits of associates and joint ventures
(Note 12)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 23)

NET PROFIT FOR THE YEAR
2024
Amount
%
$ 9,821,044
100

7,672,257
78

2,148,787
22
(14,091)
-

9,266

-


2,143,962
22

261,769
3
247,924
2
723,146
7

-

-


1,232,839
12


911,123
10

44,432
-
26,943
-
194,291
2
(38,206)
-

1,260,804
13


1,488,264
15

2,399,387
25

261,972

3


2,137,415
22
2023






























Amount
%
$ 8,802,818
100

6,791,972
77

2,010,846
23

(9,266)
-

9,767

-

2,011,347
23

235,954
3

218,275
3

642,718
7

(6)

-

1,096,941
13

914,406
10

38,868
1

26,055
-

11,296
-

(37,349)
-

984,206
11

1,023,076
12

1,937,482
22

223,780

2

1,713,702
20
(Continued)

249

TXC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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

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


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations
Share of the other comprehensive income (loss) of
associates and joint ventures accounted for
using the equity method


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

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 24)
From continuing operations
Basic
Diluted
2024
Amount
%
$ 16,307
-
(74,943) (1)

87,901

1


29,265

-

424,239
5

17,936

-


442,175

5


471,440

5

$ 2,608,855
27

$ 6.55
$ 6.39
2023














Amount
%
$ 3,030
-

(45,086)
-

20,521

-

(21,535)

-

(127,850) (2)

(4,333)

-

(132,183)
(2)

(153,718)
(2)
$ 1,559,984
18
$ 5.53
$ 5.33

$ $




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

(Concluded)

250

TXC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2023
Appropriation of 2022 earnings (Note 19)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2023
Other comprehensive income (loss) for the year ended December 31, 2023,
net of income tax
Total comprehensive income (loss) for the year ended December 31, 2023
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
Convertible bond converted to ordinary shares
Donations from shareholders
Changes in capital surplus from investment in associates and joint ventures
accounted for using the equity method
BALANCE AT DECEMBER 31, 2023
Appropriation of 2023 earnings (Note 19)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024,
net of income tax
Total comprehensive income (loss) for the year ended December 31, 2024
Convertible bond converted to ordinary shares
Donations from shareholders
Issuance of ordinary shares for cash
BALANCE AT DECEMBER 31, 2024
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Others
Exchange
Differences on
Translating the
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Financial
Through Other
Statements of
Foreign Operations
Comprehensive
Income
$ (450,523 )
$ 307,453

-
-
-
-
-
-
-
-

(132,183)

(24,704)


(132,183)

(24,704)

-
(227,810 )
-
-
-
-

-

-

(582,706 )
54,939
-
-
-
-
-
-
-
-

442,175

12,732


442,175

12,732

-
-
-
-

-

-

$ (140,531)
$ 67,671
Total Equity
$ 12,473,208
-
-
(2,168,299 )
1,713,702

(153,718)

1,559,984
-
100
269

8,354
11,873,616
-
-
(1,393,911 )
2,137,415

471,440

2,608,855
898,442
(147 )

2,337,500
$ 16,324,355








Shares (In
Thousands)
309,757
-
-
-
-

-

-
-
1
-

-
309,758
-
-
-
-

-

-
8,235
-

25,000

342,993
Share Capital
Bond Conversion
Ordinary Share
Entitlement
Certificates
Capital Surplus
$ 3,097,570
$ -
$ 1,709,979
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
-
-
-
9
91
-
-
269

-

-

8,354
3,097,570
9
1,718,693
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
82,360
(9 )
816,091
-
-
(147 )

250,000

-

2,087,500
$ 3,429,930
$ -
$ 4,622,137
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 1,946,812
$ -
$ 5,861,917
296,435
-
(296,435 )
-
143,071
(143,071 )
-
-
(2,168,299 )
-
-
1,713,702

-

-

3,169

-

-

1,716,871
-
-
227,810
-
-
-
-
-
-

-

-

-
2,243,247
143,071
5,198,793
194,468
-
(194,468 )
-
384,696
(384,696 )
-
-
(1,393,911 )
-
-
2,137,415

-

-

16,533

-

-

2,153,948
-
-
-
-
-
-

-

-

-
$ 2,437,715
$ 527,767
$ 5,379,666







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

251

TXC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net (profit) loss on fair value changes 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
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
Gain on modifications of lease
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
Net defined benefit liabilities

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
2024
$ 2,399,387

510,508
10,821
-
(5,103)
38,206
(44,432)
(4,651)
(1,260,804)
(2,200)
8,644
14,091
(9,266)
-
-
(155,062)
(131,723)
(33,761)
6,742
(46,228)
(114,151)
39,180
25,173
67,308
14,983
41,297
(4,948)

1,364,011
(32,737)
(165,853)

1,165,421

(75,185)
-
2023
$ 1,937,482
504,459
12,386
(6)

11,779
37,349

(38,868)

(12,561)

(984,206)

(1,091)
13,573
9,266

(9,767)
(7)
541

428,658

(5,990)

(7,801)
(7,458)

(8,438)

(5,114)
76,082
143,381
(239,169)
505
9,669

(11,310)
1,853,344

(26,101)

(541,295)

1,285,948

-
13,274
(Continued)

252

TXC CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (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
Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
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) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of bonds payable
Proceeds from long-term borrowings
Repayments of long-term borrowings

Proceeds from guarantee deposits received
Repayments of principle portion of lease liabilities
Dividends paid to owners of the company

Proceeds from issuance of ordinary shares
Other changes in capital surplus

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) 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
2024
$ -

-
-
1,372
(409,048)
6,128
(1,006)
(6,358)
(153,282)
44,266
402,840
22,215

(168,058)

(301,400)
3,000,000
(4,336,088)
29,734
(4,418)
(1,393,911)
2,337,500
(147)

(668,730)

(4,704)

323,929
1,972,837

$ 2,296,766
2023
$ (40,435)
299,306
(23,083)
-

(197,244)
4,393

-

(8,184)

(175,441)
38,507
390,150

32,686

333,929

-
1,500,000
(1,350,753)
-

(3,243)
(2,168,299)
-

269
(2,022,026)

(47)
(402,196)

2,375,033
$ 1,972,837

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

(Concluded)

253

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

TXC CORPORATION

1. ORGANIZATION AND OPERATIONS

TXC Corporation (the “Company”) was incorporated in the Republic of China (ROC) on December 28, 1983.

TXC specializes in producing high quality crystals and crystal oscillator (CXO) as well as develops a variety of sensors by core technology to satisfy the market demand. Sensors are applied to various applications including mobile communication, information and storage device, internet of things, vehicle electronics, telecommunication equipment, smart home, AI, medical care, and 5G, etc.

TXC’s shares have been listed on the Taiwan Stock Exchange since August 26, 2002.

The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

To ensure the rights and interests of investors through full disclosure of operational governance, the Company applied for the Corporate Governance Assessment held by the Taiwan Corporate Governance Association (TCGA). For the “Corporate Governance Evaluation” jointly held by the Taiwan Stock Exchange Corporation (TWSE) and Taipei Exchange, under the category of listed companies, the Company was awarded as the top 20 percent in 2014, top 5 percent from 2015 to 2017, and top 6 to 20 percent from 2018 to 2022. The Company will continue to strengthen corporate governance with the intention to achieve international standards for protection of public interest. Since 2009, the Company prepared Corporate Social Responsibility Report in accordance with GRI Standards every year, officially established ESG Committee on 2021. Meanwhile, The Company prepared ESG Report to acquire the third party (BSI) certification, initially introduced TCFD and SASB, implemented sustainable development based on scientific methods which met international mainstream, and implementation of human rights equality, gender-friendly workplace and fulfilled the responsibilities as a global citizen.

Moreover, the Company actively addresses climate change by implementing renewable energy initiatives, pursuing a dual approach of procuring external renewable energy and independently establishing solar power systems. Committed to energy conservation and emissions reduction, the Company has established the ISO 50001 energy management system, completed ISO 14067 product carbon footprint assessments, and conducted ISO 14064-1 organizational greenhouse gas inventories across the entire group. Additionally, an energy management and monitoring information platform has been introduced to systematically oversee energy data and proactively develop countermeasures. Through multiple efficient channels, the Company continues to advance energy conservation and emissions reduction efforts, earning recognition with the prestigious “ESG Sustainability Leadership Award” from BSI in 2024.

2. APPROVAL OF FINANCIAL STATEMENTS

The parent company only financial statements were approved by the Company’s board of directors on March 10, 2025.

254

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS, AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies.

  • b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2025.
New, Amended Revised Standards and Interpretations
Amendments to IAS 21 “Lack of Exchangeability”

Amendments to IFRS 9 and IFRS 7 “Amendments to the
Classification and Measurement of Financial Instruments” - the
amendments to the application guidance of classification of
financial assets
Effective Date
**Announced by IASB **
January 1, 2025 (Note 1)
January 1, 2026 (Note 2)
  • Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.

  • Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. It is permitted to apply these amendments for an earlier period beginning on January 1, 2025. An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.

  • 1) Amendments to IAS 21 “Lack of Exchangeability”

The amendments stipulate that a currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations. An entity shall estimate the spot exchange rate at a measurement date when a currency is not exchangeable into another currency to reflect the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. In this situation, the Company shall disclose information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, its financial performance, financial position and cash flows.

255

  • 2) Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of classification of financial assets

The amendments mainly amend the requirements for the classification of financial assets, including:

  • a) if a financial asset contains a contingent feature that could change the timing or amount of contractual cash flows and the contingent event itself does not relate directly to changes in basic lending risks and costs (e.g., whether the debtor achieves a contractually specified reduction in carbon emissions), the financial asset has contractual cash flows that are solely payments of principal and interest on the principal amount outstanding if, and only if,

    • In all possible scenarios (before and after the occurrence of a contingent event), the contractual cash flows are solely payments of principal and interest on the principal amount outstanding; and

    • In all possible scenarios, the contractual cash flows would not be significantly different from the contractual cash flows on a financial instrument with identical contractual terms, but without such a contingent feature.

  • b) to clarify that a financial asset has non-recourse features if an entity’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.

  • c) to clarify that the characteristics of contractually linked instruments include a prioritization of payments to the holders of financial assets using multiple contractually linked instruments (tranches) established through a waterfall payment structure, resulting in concentrations of credit risk and a disproportionate allocation of cash shortfalls from the underlying pool between the tranches.

  • c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC

New, Amended and Revised Standards and Interpretations
Annual Improvements to IFRS Accounting Standards - Volume 11

Amendments to IFRS 9 and IFRS 7 “Amendments to the
Classification and Measurement of Financial Instruments” - the
amendments to the application guidance of derecognition of
financial liabilities

Amendments to IFRS 9 and IFRS 7 “Contracts Referencing
Nature-dependent Electricity”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 -
Comparative Information”

IFRS 18 “Presentation and Disclosure in Financial Statements”

IFRS 19 “Subsidiaries without Public Accountability: Disclosures”
Effective Date
Announced by IASB (Note)
January 1, 2026
January 1, 2026
January 1, 2026
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2027
January 1, 2027

Note: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.

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  • 1) IFRS 18 “Presentation and Disclosure in Financial Statements”

IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:

  • Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discontinued operations categories.

  • The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.

  • Provides guidance to enhance the requirements of aggregation and disaggregation: The Company shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Company shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Company labels items as “other” only if it cannot find a more informative label.

  • Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Company as a whole, the Company shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.

  • 2) Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of derecognition of financial liabilities

The amendments mainly stipulate that, when settling a financial liability in cash using an electronic payment system, the Company can choose to derecognize the financial liability before the settlement date if, and only if, the Company has initiated a payment instruction that resulted in:

  • The Company having no practical ability to withdraw, stop or cancel the payment instruction;

  • The Company having no practical ability to access the cash to be used for settlement as a result of the payment instruction; and

  • The settlement risk associated with the electronic payment system being insignificant.

The Company shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application.

Except for the above impact, as of the date the parent company only financial statements were authorized for issue, the Company is continuously assessing the possible impact of the above amended standards and interpretations on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

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4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

  • a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing these parent company only financial statements, the Company used the equity method to account for its investment in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owner of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries, associates and joint ventures, the share of other comprehensive income of subsidiaries, associates and joint ventures and the related equity items, as appropriate, in these parent company only financial statements.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • 3) Liabilities for which the Company does not have the substantial right at the end of the reporting period to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

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d. Foreign currencies

In preparing the Company’s financial statements, transactions in currencies other than the Company’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items denominated in foreign currencies that are measured at fair value are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting parent company only financial statements, the financial statements of the Company’s foreign operations (including subsidiaries, associates, joint ventures and branches in other countries) that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

In a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is included in the calculation of equity transactions but is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

e. Inventories

Inventories consist of raw materials, supplies, finished goods and work in process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the specific identification of cost on the balance sheet date.

f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity that is controlled by the Company.

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Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company’s share of equity of subsidiaries.

Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are accounted for as equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Company’s share of loss of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further loss, if any.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business over the cost of acquisition is recognized immediately in profit or loss.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides this, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required had the Company directly disposed of the related assets or liabilities.

Profit or loss resulting from downstream transactions is eliminated in full only in the parent company only financial statements. Profit and loss resulting from upstream transactions and transactions between subsidiaries is recognized only in the parent company only financial statements and only to the extent of interests in the subsidiaries that are not related to the Company.

  • g. Investments in associates

An associate is an entity over which the Company has a significant influence and which is neither a subsidiary nor an interest in a joint venture.

The Company uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of the equity of associates.

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Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Company’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Company discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Company continues to apply the equity method and does not remeasure the retained interest.

When the Company transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Company’s parent company only financial statements only to the extent of interests in the associate that are not related to the Company.

  • h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

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Expect for freehold land which is not depreciated, the depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • i. Investment properties

Investment properties are properties held to earn rental and/or for capital appreciation.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss.

Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • j. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • k. Impairment of property, plant and equipment, right-of-use asset, investment properties and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use asset, investment properties and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

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The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 26.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, note and trade receivables at amortized cost, other receivables, and refundable deposits, are measured at amortized cost, which equals the gross carrying amount using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset.

Cash equivalents include time deposits and repurchase agreement with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

  • b) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.

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c) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

On derecognition of a financial asset other than in its entirety, the Company allocates the previous carrying amount of the financial asset between the part it continues to recognize and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part that is no longer recognized is treated in the same way as when the financial asset is derecognized in entirety. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.

2) Financial liabilities

  • a) Subsequent measurement

Except the following situations, all financial liabilities are measured at amortized cost using the effective interest method.

  • Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.

Financial liabilities held for trading are stated at fair value, and any remeasurement gains or losses on such financial liabilities are recognized in other gains or losses. Fair value is determined in the manner described in Note 26.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 3) Derivative financial instruments

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contract and exchange contracts, interest rate swaps and options.

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Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument; in which event, the timing of the recognition in profit or loss depends on the nature of the hedging relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

Derivatives embedded in hybrid contracts that contain financial asset hosts that is within the scope of IFRS 9 are not separated; instead, the classification is determined in accordance with the entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate derivatives when they meet the definition of a derivative, their risks and characteristics are not closely related to those of the host contracts, and the host contracts are not measured at FVTPL.

m. Revenue recognition

The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Revenue from the sale of goods

Revenue from the sale of goods comes from sales of crystals frequency control devices and sensors. Sales of crystals frequency control devices and sensors are recognized as revenue when the goods are delivered to the customer’s specific location, the goods are shipped and the goods are picked up by customers because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.

n. Leases

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

1) The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.

  • 2) The Company as lessee

The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the parent company only balance sheets.

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Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the parent company only balance sheets.

o. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than those stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • p. Government grants

Government grants related to income are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized as a reduction of the related costs and other income on a systematic basis over the periods in which the Company recognizes as expenses the related costs that the grants intend to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognized in profit or loss in the period in which they are received.

  • q. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

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Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur or when the settlement occurs. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates and interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and such temporary differences are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

268

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred tax for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

Where current tax or deferred tax arises from the initial accounting for a business combination and the acquisition of a subsidiary, the tax effect is included in the accounting for the business combination and investments in a subsidiary.

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company’s accounting policies, management is required to make judgments, estimations, and assumptions on the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents (investments with original maturities of less than
three months)
Time deposits
Repurchase agreements collateralized by bonds

December 31 December 31


2024
$ 479

1,217,903
978,384
100,000

$ 2,296,766
2023
$ 640
1,272,197
-

700,000
$ 1,972,837

The market rate intervals of cash in bank at the end of the reporting period were as follows:

Demand deposits

Time deposits
Repurchase agreements collateralized by bonds
December 31
2024
2023
0.001%-3.76%
0.001%-3.5%
1.5%-4.61%
-
1.47%
1.16%-1.26%

269

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Financial assets mandatorily classified as at FVTPL
Derivative financial instruments (not under hedge accounting)
Foreign exchange forward contracts and exchange contracts ()
Non-derivative financial assets
Domestic listed shares
Hybrid financial assets
Convertible bonds
Financial liabilities at FVTPL-current
Financial liabilities mandatorily classified as at FVTPL
Derivative financial instruments (not under hedge accounting)
Foreign exchange forward contracts and exchange contracts (
)
December 31






2024
$ 1,415

43,000

17,550


60,550

$ 61,965

$ -
2023
$ -
-

-

-
$ -
$ 18,323
  • At the end of the reporting period, outstanding foreign exchange forward contracts and exchange contracts not under hedge accounting were as follows:
Contract Amount
Currency
Maturity Date
(In Thousands)
December 31, 2024
Knock-out forward USD/RMB 2025.01.13 USD4,000/RMB29,030
Exchange contracts USD/NTD 2025.01.21-2025.02.04 USD7,000/NTD222,583
Foreign exchange currency USD/NTD 2025.01.03-2025.02.05 USD7,000/NTD225,900
options
December 31, 2023
Knock-out forward USD/RMB 2024.01.09-2024.02.19 USD6,000/RMB43,440
Exchange contracts USD/NTD 2024.02.20-2024.05.02 USD31,000/NTD961,812
Exchange contracts JPY/NTD 2024.01.10-2024.02.20 JPY400,000/NTD86,540

The Company entered into foreign exchange forward contracts and exchange contracts during the years ended December 31, 2024 and 2023 to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and, therefore, were not accounted for using hedge accounting.

270

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Non-current
Domestic investments
Listed shares
Win Win Precision Technology Co., Ltd.

Emerging market shares
Win Win Precision Technology Co., Ltd.
Unlisted shares
Foreign investments
Unlisted shares

December 31 December 31


2024
$ 40,678

-
49,292
6,422

$ 96,392
2023
$ -
72,844
68,056

30,435
$ 171,335

These investments in equity instruments are held for medium- to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Company’s strategy of holding these investments for long-term purposes.

On May 9, 2024 and January 16, 2023, Win Win Precision Technology Co., Ltd.’s shares were listed on the Taiwan Stock Exchange (TWSE) and Taipei Exchange (OTC), respectively. The transfer of fair value measurement level referred to Note 26.

In 2023, the Company sold its shares in UPI Semiconductor Corp. in order to manage credit concentration risk. The shares sold had a fair value of $299,306 thousand and its related unrealized gain of $227,810 thousand was transferred from other equity to retained earnings.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investments
Pledge deposits
December 31
2024
$ 78,674
2023
$ 75,342

Refer to Note 28 for information relating to investments in financial assets at amortized cost pledged as security.

271

10. NOTES, ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES

Trade receivables
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss


Other receivables
Tax refund receivable

Others

December 31 December 31





2024
$ 3,064,469

(9,371)

$ 3,055,098

$ 29,846

30,462

$ 60,308
2023
$ 2,778,366

(10,053)
$ 2,768,313
$ 25,166

1,175
$ 26,341

In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Company’s credit risk was significantly reduced.

The Company measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the GDP forecasts and industry outlook. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base. The Company recognizes 100% loss allowance for trade receivables of greater than 120 days past due and unsecured.

The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix:

December 31, 2024

Not Past Due 1 to 60 Days

Expected credit loss rate
0.32%
0.02%-0.66%

Gross carrying amount
$ 2,893,421 $ 171,048
Loss allowance (Lifetime
ECL)

(9,324)

(47)


Amortized cost
$ 2,884,097
$ 171,001
61 to 120
Days
100%
$ -

-

$ -
121 to 180
Days
100%
$ -

-

$ -
Over 180
Days
100%
$ -

-

$ -
Total
$ 3,064,469

(9,371)
$ 3,055,098

272

December 31, 2023

Not Past Due 1 to 60 Days
61 to 120
Days

Expected credit loss rate
0.38%
0.02%-0.06% 0.65%-0.98%

Gross carrying amount
$ 2,665,357 $ 112,926 $ 83
Loss allowance (Lifetime
ECL)

(10,030)

(22)

(1)


Amortized cost
$ 2,655,327
$ 112,904
$ 82
121 to 180
Days
100%
$ -

-

$ -
Over 180
Days
100%
$ -

-

$ -
Total
$ 2,778,366

(10,053)
$ 2,768,313

The movements of the loss allowance of trade receivables were as follows:


Balance at January 1
Less: Impairment losses reversed
Less: Amounts written off
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2024
$ 10,053

-

(682)

$ 9,371
2023
$ 10,059
(6)

-
$ 10,053

11. INVENTORIES

Finished goods

Work in process
Raw materials
Supplies and spare parts
Merchandise
Inventory in transit

December 31 December 31


2024
$ 269,942

391,022
324,394
112,410
394,739
11,146

$ 1,503,653
2023
$ 240,845
272,310
337,617
118,584
475,460

21,253
$ 1,466,069

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2024 and 2023 was $7,672,257 thousand and $6,791,972 thousand, respectively. The cost of goods sold for the 2024 and 2023 included inventory write-downs of $8,644 thousand and $13,573 thousand, respectively.

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries

Investments in associates

December 31 December 31


2024
$ 9,158,579

428,728

$ 9,587,307
2023
$ 7,823,744

397,952
$ 8,221,696

273

Investments in Subsidiaries

Unlisted companies
Taiwan Crystal Technology International Limited

TXC Technology Inc.
TXC Japan Corporation
Taiwan Crystal Technology (HK) Limited
TXC Europe GmbH

December 31 December 31


2024
$ 8,879,763

24,078
31,865
209,731
13,142

$ 9,158,579
2023
$ 7,563,696
23,290
32,358
193,100

11,300
$ 7,823,744

The proportion of the Company’s ownership was as follows:

Unlisted shares
Taiwan Crystal Technology International Ltd.
TXC Technology Inc.
TXC Japan Corporation
Taiwan Crystal Technology (HK) Limited
TXC Europe GmbH
Investments in Associates
Associate that is not individually material


The Company’s share of:
Profit from continuing operations
Other comprehensive income (loss)
Total comprehensive income for the year
December 31 December 31
2024
2023
100
100
100
100
100
100
100
100
100
100
December 31
2024
$ 428,728

For the Year Ended
2023
$ 397,952
December 31
2024
$ 30,280

18,101
$ 48,381
2023
$ 20,756

(4,266)
$ 16,490

Refer to Table 4 “name, locations, and related information of investees on which the Company exercises significant influence” for the nature of activities, principal place of business and country of incorporation of the associates.

274

13. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance at January 1, 2023

Additions
Disposals
Reclassified

Balance at December 31, 2023

Accumulated depreciation and
impairment

Balance at January 1, 2023

Disposals
Depreciation expenses

Balance at December 31, 2023

Carrying value at December 31,
2023


Cost

Balance at January 1, 2024

Additions
Disposals

Balance at December 31, 2024

Accumulated depreciation and
impairment

Balance at January 1, 2024

Disposals
Depreciation expenses

Balance at December 31, 2024

Carrying value at December 31,
2024
Freehold Land
Land
Improvements
$ 621,855 $ 3,024
-
-
-
-

-

-

$ 621,855
$ 3,024

$ - $ 1,582
-
-

-

317

$ -
$ 1,899

$ 621,855
$ 1,125

$ 621,855 $ 3,024
-
-

-

-

$ 621,855
$ 3,024

$ - $ 1,899
-
-

-

312

$ -
$ 2,211

$ 621,855
$ 813
Buildings
$ 1,592,165

42,677

(2,033 )

-

$ 1,632,809

$ 742,923

(2,033 )

65,420

$ 806,310

$ 826,499

$ 1,632,809

117,545

(3,684)

$ 1,746,670

$ 806,310

(3,684 )

67,755

$ 870,381

$ 876,289
Machinery
and
Equipment
$ 4,644,182

152,398

(78,687 )

(3,200)

$ 4,714,693

$ 3,258,095

(75,385 )

421,916

$ 3,604,626

$ 1,110,067

$ 4,714,693

253,235

(156,138)

$ 4,811,790

$ 3,604,626

(152,210 )

425,514

$ 3,877,930

$ 933,860
Trans-
portation
Equipment
$ 1,534

866

(790 )

-

$ 1,610

$ 1,459

(790 )

89

$ 758

$ 852

$ 1,610

-

-

$ 1,610

$ 758

-

173

$ 931

$ 679
Office
Equipment
$ 123,001

1,303

(1,930 )

-

$ 122,374

$ 90,397

(1,930 )

12,116

$ 100,583

$ 21,791

$ 122,374

38,268

(4,114)

$ 156,528

$ 100,583

(4,114 )

11,006

$ 107,475

$ 49,053
Total
$ 6,985,761

197,244

(83,440 )

(3,200)
$ 7,096,365
$ 4,094,456

(80,138 )

499,858
$ 4,514,176
$ 2,582,189
$ 7,096,365

409,048

(163,936)
$ 7,341,477
$ 4,514,176

(160,008 )

504,760
$ 4,858,928
$ 2,482,549

There was no impairment assessment was performed for the years ended December 31, 2024 and 2023 as there was no indication of impairment.

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Land improvements 5-7 years Buildings 3-51 years Equipment Major production equipments 2-15 years Temperature control systems 4-7 years Transportation equipments 4-7 years Transportation equipments 5 years Office equipments 2-8 years

275

14. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amounts
Buildings
Transportation equipment

Additions to right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Transportation equipment
Lease liabilities
Carrying amounts
Current
Non-current
**December ** **31 **
2024
2023
$ 6,430
$ 1,309

4,872

2,558
$ 11,302
$ 3,867
For the Year Ended December 31



2024
$ 11,923

$ 2,595


1,894

$ 4,489

December
2023
$ 2,878
$ 2,618

619
$ 3,237
31


2024



$ 4,896



6,511



$ 11,407

2023
$ 2,270

1,631
$ 3,901

b. Lease liabilities

Range of discount rates for lease liabilities was as follows:

Buildings
Transportation equipment
**December 31 **
2024
2023
2.49%
1.27%
3.00%-3.14%
3.00%
  • c. Material leasing activities and terms

The Company leases certain warehouses in economic zone with lease term of 3 years, and leases car for business use with lease term of 3 years. The Company does not have a bargain purchase option to acquire the leased warehouse at the expire of the lease period.

276

d. Other lease information


Expenses relating to short-term leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2024
$ 366

$ (4,784)
2023
$ 249
$ (3,492)

The Company’s leases of certain building qualify as short-term leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

15. INVESTMENT PROPERTIES

Completed
Investment

Properties
Cost
Balance at January 1, 2023 $ 28,577
Additions -
Disposals
-
Balance at December 31, 2023 $ 28,577
Accumulated depreciation and impairment
Balance at January 1, 2023 $ (9,988)
Disposals -
Depreciation expenses
(1,364)
Balance at December 31, 2023 $ (11,352)
Carrying amounts at December 31, 2023 $ 17,225
Cost
Balance at January 1, 2024 $ 28,577
Additions -
Disposals
-
Balance at December 31, 2024 $ 28,577
Accumulated depreciation and impairment
Balance at January 1, 2024 $ (11,352)
Disposals -
Depreciation expenses
(1,259)
Balance at December 31, 2024 $ (12,611)
Carrying amounts at December 31, 2024 $ 15,966

277

The investment properties are depreciated using the straight-line method over their estimated useful lives of 3-51 years.

The fair value of the Company’s investment properties as of December 31, 2024 and 2023 was $88,212 thousand and $57,577 thousand, respectively. The determination of fair value valuation had not been performed by independent qualified professional valuers; however, the management of the Company had used the valuation model that market participants would use in determining the fair value. The valuation was arrived at by reference to market evidence of transaction prices for similar properties.

All of the Company’s investment properties were freehold properties.

16. BORROWINGS

Long-term Borrowings


Unsecured borrowings
Line of credit borrowings

Less: Current portions

Long-term borrowings

Detail of borrowings
Annual interest rate
Maturity date
**December 31 **
2024
2023

$ 952,666
$ 2,288,754

(419,333)

(636,087)
$ 533,333
$ 1,652,667
0.98%-1.79%
0.85%-1.55%
Due by August
2026
Due by August
2026

17. BONDS PAYABLE


Unsecured domestic convertible bonds

Less: Discount on bonds payable


Less: Corporate bonds due within one year or one operating cycle


Unsecured domestic convertible bonds
December 31 December 31






2024
$ -


-

-

-

$ -
2023
$ 1,199,900

(6,080)
1,193,820
(1,193,820)
$ -

On July 26, 2021, the Company issued the 5th domestic unsecured convertible bonds with an aggregate principal amount of $1,200,000 thousand at 0% interest rate, and the issuance period is for three years from July 26, 2021 to July 26, 2024. The repayment will be made at face value in full by cash upon maturity. Bondholders are entitled to convert bonds into the Company’s ordinary shares from October 27, 2021 to July 26, 2024. The conversion price was set initially at $138 per share. According to the regulations on issuance and conversion of bonds, the conversion price should be adjusted to $109.1 per share since June 28, 2024, i.e. the ex-dividend date.

278

The convertible bonds contain both liability and equity components. The equity component was presented in equity under the heading of capital surplus. The effective interest rate of the liability component was 0.8961% per annum on initial recognition.

Proceeds from issuance (less transaction costs of $5,427 thousand)

Equity component (less transaction costs allocated to the equity component of $129
thousand)
Assets component

Liability component at the date of issue (less transaction costs allocated to the liability
component of $5,298 thousand)

Liability component at December 31, 2022

Interest charged at an effective interest rate
Convertible bonds converted into ordinary shares

Liability component at December 31, 2023
Less: Corporate bonds due within one year or one operating cycle

Unsecured domestic convertible bonds

Liability component at December 31, 2023

Interest charged at an effective interest rate
Convertible bonds converted into ordinary shares
Redemption of convertible bonds

Liability component at December 31, 2024
$ 1,194,573
(28,431)

2,040
$ 1,168,182
$ 1,183,273
10,647

(100)
1,193,820
(1,193,820)
$ -
$ 1,193,820
6,022
(898,442)

(301,400)
$ -

18. OTHER LIABILITIES

Current
Other payables
Payables for bonuses to employees and directors

Payables for commissions
Payables for salaries
Payables for bonuses
Payables for annual leave
Payables for purchases of equipment
Others

December 31 December 31


2024
$ 281,492

20,655
43,106
190,227
31,146
31,598
94,124

$ 692,348
2023
$ 276,024
17,840
43,755
154,912
31,076
32,159

69,827
$ 625,593

19. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Company makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

279

The Company has set up appointed manager’s pension fund and contributes monthly an amount of not less than 8% of the appointed manager’s monthly salaries and wages to the Bank of Taiwan.

b. Defined benefit plans

The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 9% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the parent company only balance sheets in respect of the Company’s defined benefit plans are as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit (assets) liabilities
December 31 December 31


2024
$ 73,551

(78,778)

$ (5,227)
2023
$ 176,155
(156,050)
$ 20,105

Movements in net defined benefit liabilities (assets) were as follows:

Present Value Net Defined Net Defined
of the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Balance at January 1, 2023
$ 182,628
$ (147,425)
$
35,203
Service cost
Current service cost 945 - 945
Prior service cost 465 - 465
Past service cost and loss (gain) on settlement
(340)
326 (14)
Net interest expense (income)

2,739

(2,313)
426
Recognized in profit or loss

3,809

(1,987)
1,822
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (795) (795)
Actuarial (gain) loss - changes in financial
assumptions 4,099 - 4,099
Actuarial (gain) loss - experience
adjustments

(7,091)

-
(7,091)
Recognized in other comprehensive income

(2,992)

(795)
(3,787)
Contributions from the employer - (13,133) (13,133)
Benefits paid

(7,290)

7,290
-
Balance at December 31, 2023

176,155
(156,050)
20,105
(Continued)

280

Present Value Present Value Net Defined Net Defined
of the Defined Benefit
Benefit Fair Value of Liabilities
Obligation the Plan Assets (Assets)
Service cost
Current service cost
$
791
$ -
$
791
Past service cost 2,005 - 2,005
Past service cost and loss (gain) on
settlements (996) 700 (296)
Net interest expense (income)
2,088
(2,077)
11
Recognized in profit or loss
3,888
(1,377)
2,511
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (12,908) (12,908)
Actuarial (gain) loss - changes in financial
assumptions (6,261) - (6,261)
Actuarial (gain) loss - experience
adjustments
(1,214)
-
(1,214)
Recognized in other comprehensive income
(7,475)
(12,908)
(20,383)
Contributions from the employer - (7,460) (7,460)
Benefits paid
(99,017)
99,017
-
Balance at December 31, 2024
$
73,551
$ (78,778)
$
(5,227)
(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:


Cost of goods sold
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
$ 1,344
219
355

593
$ 2,511
2023
$ 960
135
272

455
$ 1,822

Through the defined benefit plans under the Labor Standards Act, the Company is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government and corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated using the future salaries of plan participants. As such, an increase in the salaries of the plan participants will increase the present value of the defined benefit obligation.

281

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2024
2023
1.50%
1.25%
2.50%
2.50%

If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
December 31



2024
$ (1,411)

$ 1,455

$ 1,418

$ (1,382)
2023
$ (4,090)
$ 4,237
$ 4,110
$ (3,989)

The above sensitivity analysis may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year
Average duration of the defined benefit obligation
December 31
2024
$ 2,052

9.1 years
2023
$ 13,440
9.8 years

20. EQUITY

  • a. Share capital

Ordinary shares


Shares authorized (in thousands of shares)

Shares authorized, par value $10 (in thousands of dollars)

Shares issued and fully paid (in thousands of shares)

Shares issued and fully paid (in thousands of dollars)
December 31 December 31




2024
500,000

$ 5,000,000

342,993

$ 3,429,930
2023

500,000
$ 5,000,000

309,757
$ 3,097,570

282

In order to align with long-term operational development, the Company introduced strategic partners, strengthened operational capital, and enhanced its financial structure. Considering the cost of raising funds and the timeliness and convenience of the introduction, the shareholders’ meeting held on May 28, 2024, approved a private placement of up to 25,000 thousand shares of common stock through a cash capital increase. On June 20, 2024, the Board of Directors approved the issuance of 25,000 thousand common shares through a cash capital increase, with all shares to be subscribed for in cash by specific individuals, at a premium price of $93.5 per share. The total amount raised through the private placement was $2,337,500 thousand. The capital increase was registered and completed with the effective date set as July 2, 2024.

Bond conversion entitlement certificates


Shares converted but the registration change has not been
completed (in thousands of shares)

Shares converted but the registration change has not been
completed (in thousands of dollars)
December 31



2024

-

$ -
2023

1
$ 9

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

The Company’s 30,000 thousand shares authorized were reserved for the issuance of convertible bonds and employee share options.

  • b. Capital surplus
May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital*
Issuance of ordinary shares

Conversion of bonds
Overdue options
The difference between consideration received or paid and the
carrying amount of the subsidiaries’ net assets during actual
disposal or acquisition
May only be used to offset a deficit
Share of changes in capital surplus of associates or joint venture
Other
May not be used for any purpose
Employee share options

**December 31 ** **December 31 **



2024
$ 2,699,275

1,814,500
80,518
331

23,981
3,532
-

$ 4,622,137
2023
$ 611,776
977,121
73,377
331
23,981
3,678

28,429
$ 1,718,693
  • Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

283

  • c. Retained earnings and dividend policy

Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to compensation of employees and remuneration of directors and supervisors in Note 22(g).

Dividends are recommended by the board of directors in accordance with the Corporation’s dividend policy. Under this policy, industry trend and growth should be evaluated, investment opportunities should be fully understood, and proper capital adequacy ratios should be considered in determining the dividend to be distributed. In addition, cash dividends should not be less than 20% of the total dividends to be appropriated.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

When distributing the surplus, the Company is required to set aside additional special reserve equivalent to the net debit balance of the other equity interests in accordance with legal provisions (e.g., exchange differences on the translation of financial statements of foreign operating institutions, accumulated balances of unrealized gains and losses on financial assets at fair value through other comprehensive income). If there is a subsequent decrease in the amount of deductions from other equity items, the decrease can be transferred back to unappropriated earnings from the special surplus reserve.

The appropriations of earnings for 2023 and 2022, which were approved by the shareholders’ meetings on May 28, 2024 and May 30, 2023, respectively, were as follows:

Legal reserve

Special reserve
Cash dividends
Appropriation of Earnings
For Fiscal
For Fiscal

Year 2023
Year 2022

$ 194,468
$ 296,435

384,696
143,071
1,393,911
2,168,299
Dividends Per Share
(NT$)
For Fiscal For Fiscal
Year 2023 Year 2022
$ -
$ -
-
-
4.5
7

The appropriations of earnings for 2024, which were proposed by the board of directors on March 10, 2025, were as follows:

Dividends Dividends
Appropriation Per Share
of Earnings (NT$)
Legal reserve $ 215,395
$ -
Special reserve (304,974) -
Cash dividends 1,783,563 5.2

284

The appropriation of earnings for 2024 will be resolved by the shareholders in their meeting to be held on May 27, 2025.

  • d. Others equity items

  • 1) Exchange differences on translation of the financial statements of foreign operations


Balance at January 1

Exchange differences on the translation of financial
statements of foreign operations
Share from associates accounted for using the equity method
Balance at December 31
For the Year Ended For the Year Ended December 31


2024
$ (582,706)

424,239


17,936

$ (140,531)
2023
$ (450,523)
(127,850)
(4,333)
$ (582,706)
  • 2) Unrealized valuation gain (loss) on financial assets at FVTOCI

Balance at January 1

Recognized for the year
Unrealized loss - equity instruments
Share from associates accounted for using the equity
method

Other comprehensive income (loss) recognized for the year

Cumulative unrealized gain of equity instruments transferred
to retained earnings due to disposal

Balance at December 31
For the Year Ended For the Year Ended December 31




2024
$ 54,939

(74,943)

87,675


12,732


-

$ 67,671
2023
$ 307,453
(45,086)
20,382
(24,704)
(227,810)
$ 54,939

21. REVENUE


Revenue from contracts with customers
Revenue from sale of goods

Contract Balances
December 31,
2024
Trade receivables (Note 10)
$ 3,055,098
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2024
$ 9,821,044

December 31,
2023
$ 2,768,313
2023
$ 8,802,818
January 1,
2023
$ 3,190,981

285

22. NET PROFIT FROM CONTINUING OPERATIONS

Net profit from continuing operations attributable to:

a. Interest income


Bank deposits
Financial assets at amortized cost
Others
b. Other income

Rental income
Dividends
Income from government grants
Others
c. Other gains and losses

Gain on disposal of property, plant and equipment

Fair value changes of financial assets and financial liabilities
Financial assets mandatorily at FVTPL
Net foreign exchange gains
Depreciation of investment properties
Gain on modifications of lease
Others


d. Finance costs

Interest on bank loans
Interest on convertible bonds
Interest on lease liabilities
**For the Year Ended ** **For the Year Ended ** **December 31 **
2024
$ 34,072

725

9,635

$ 44,432

For the Year Ended
2023
$ 28,369
2,440

8,059
$ 38,868
December 31
2024
$ 6,079

4,651
10,944

5,269

$ 26,943

For the Year Ended
2023
$ 6,145
12,561
3,256

4,093
$ 26,055
December 31
2024
$ 2,200

5,103
188,689
(1,259)
-

(442)

$ 194,291

For the Year Ended
2023
$ 1,091
(11,779)
28,760
(1,364)
7
(5,419)
$ 11,296
December 31


2024
$ 31,955

6,022

229

$ 38,206
2023
$ 26,640
10,647

62
$ 37,349

286

e. Depreciation and amortization


Property, plant and equipment

Investment properties
Right-of-use assets
Intangible assets


An analysis of deprecation by function
Operating costs

Operating expenses
Non-operating expenses


An analysis of amortization by function
Operating costs

Operating expenses


f. Employee benefits expense

Post-employment benefits
Defined contribution plans

Defined benefit plans (Note 19)


Other employee benefits
Payroll expense
Labor and health insurance
Others


Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended For the Year Ended December 31
2024
$ 504,760

1,259
4,489

10,821

$ 521,329

$ 295,462

213,787

1,259

$ 510,508

$ 47


10,774

$ 10,821

For the Year Ended
2023
$ 499,858
1,364
3,237

12,386
$ 516,845
$ 296,474
206,621

1,364
$ 504,459
$ 47

12,339
$ 12,386
**December 31 **








2024
$ 29,753

2,511

32,264

1,097,808
76,983
30,455

1,205,246

$ 1,237,510

$ 658,529

578,981

$ 1,237,510
2023
$ 31,464
1,822
33,286
971,280
83,335
31,234
1,085,849
$ 1,119,135
$ 621,691
497,444
$ 1,119,135

287

  • g. Employees’ compensation and remuneration of directors for 2024 and 2023

The Company accrued employees’ compensation and remuneration of directors at the rates no less than 3% and no higher than 2%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2024 and 2023 which were approved by the Company’s board of directors on March 10, 2025 and March 11, 2024, respectively, were as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2024
2023
9.0%
9.0%
1.5%
1.5%
Employees’ compensation

Remuneration of directors
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2024
Cash Bonus
Share Bonus
$ 241,279
$ -

40,213
-
2023

Cash Bonus
Share Bonus
$ 194,831
$ -
32,472
-

If there is a change in the amounts after the annual parent company only financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the parent company only financial statements for the years ended December 31, 2023 and 2022.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2024 and 2023 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

23. INCOME TAXES RELATING TO CONTINUING OPERATIONS

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior year


Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31




2024
$ 225,552

-
(15,022)

210,530

51,442

$ 261,972
2023
$ 229,394
6,418

(4,356)

231,456

(7,676)
$ 223,780

288

A reconciliation of accounting profit and income tax expense is as follows:

b.
c.

Profit before tax from continuing operations

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Income tax on unappropriated earnings
Tax-exempt income
Deferred tax effect on earnings of subsidiaries
Investment tax credits
Adjustment for prior years’ tax

Income tax expense recognized in profit or loss

Income tax expense recognized in other comprehensive income

Deferred tax
In respect of the current year
Remeasurement of defined benefit plans
Current income tax assets and liabilities

Current tax assets
Income tax refund receivable
Current tax liabilities
Income tax payable
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
2023
$ 2,399,387
$ 1,937,482
$ 479,877
$ 387,496
799
1,100
-
6,418
(254,252)
(201,763)
101,530
76,005
(50,960)
(41,120)

(15,022)

(4,356)
$ 261,972
$ 223,780
For the Year Ended December 31
2024
$ 4,077

December
2023
$ 757
31


2024
$ 78,982

$ 49,629
2023
$ 74,030
$ -

289

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2024

Deferred tax assets
Unrealized loss on inventories

Unrealized exchange loss
Payable for annual leave
Determine benefit obligation
Financial liabilities at fair value
through profit or loss
Others


Deferred tax liabilities
Associates

Unrealized exchange profit
Financial liabilities at fair value
through profit or loss

Opening
Balance
Recognize in
Profit or Loss
Recognize in
Other
Compre-
hensive
Income
$ 7,819 $ (1,003) $ -
16,235
(16,235)
-
6,214
14
-
6,384
(990)
(4,077)
4,950
(4,040)
-

6,144

1,968

-

$ 47,746
$ (20,286)
$ (4,077)

$ 77,493 $ 20,963 $ -
-
9,910
-

-

283

-

$ 77,493
$ 31,156
$ -
Closing
Balance
$ 6,816

-

6,228

1,317

910

8,112

$ 23,383

$ 98,456

9,910

283
$ 108,649

For the year ended December 31, 2023

Deferred tax assets
Unrealized loss on inventories

Unrealized exchange loss
Payable for annual leave
Determine benefit obligation
Financial liabilities at fair value
through profit or loss
Others


Deferred tax liabilities
Associates
Opening
Balance
Recognize in
Profit or Loss
Recognize in
Other
Compre-
hensive
Income
$ 7,446 $ 373 $ -
11,336
4,899
-
6,189
25
-
9,403
(2,262)
(757)
4,009
941
-

4,469

1,675

-

$ 42,852
$ 5,651
$ (757)

$ 79,518
$ (2,025)
$ -
Closing
Balance
$ 7,819

16,235

6,214

6,384

4,950

6,144

$ 47,746

$ 77,493

290

e. Income tax assessments

The income tax returns through 2022 had been assessed by the tax authorities.

24. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share from continuing operations were as follows:

Net Profit for the Year


Earnings used in the computation of basic earnings per share

Interest on convertible bonds after tax

Earnings used in the computation of diluted earnings per share

Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares:
Convertible bonds
Employees’ compensation

Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2024
$ 2,137,415


4,817

$ 2,142,232

326,292
6,340

2,764


335,396
2023
$ 1,713,702

8,517
$ 1,722,219
309,757
10,563

2,634

322,954

The Company may settle the compensation of employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation will be settled in shares and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

25. CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Company (comprising issued capital, reserves, retained earnings and other equity).

The Company is not subject to any externally imposed capital requirements.

291

26. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The management believes the carrying amounts of financial assets and financial liabilities recognized in the parent company only financial statements approximate their fair values.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2024

Financial assets at FVTPL
Domestic listed shares

Foreign exchange forward
contracts and exchange
contracts
Convertible bonds


Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares

Domestic unlisted shares
Foreign unlisted shares


December 31, 2023
Financial liabilities at FVTPL
Foreign exchange forward
contracts and exchange
contracts

Financial assets at FVTOCI
Investments in equity
instruments
Domestic emerging market
shares

Domestic unlisted shares
Foreign unlisted shares

Level 1
$ 43,000
-

17,550

$ 60,550

$ 40,678
-

-

$ 40,678

Level 1
$ -

$ 72,844
-

-

$ 72,844
Level 2
$ -

1,415

-

$ 1,415

$ -

-

-

$ -

Level 2
$ 18,323

$ -

-

-

$ -
Level 3
$ -

-

-

$ -

$ -

49,292

6,422

$ 55,714

Level 3
$ -

$ -

68,056

30,435

$ 98,491
Total
$ 43,000

1,415

17,550

$ 61,965

$ 40,678

49,292

6,422

$ 96,392

Total
$ 18,323

$ 72,844

68,056

30,435

$ 171,335

There were no transfers between Levels 1 and 2 in the current and prior periods.

292

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2024

Balance at January 1, 2024

Recognized in other comprehensive income (included in
unrealized valuation gain (loss) on financial assets at
FVTOCI)

Balance at December 31, 2024

For the year ended December 31, 2023
Financial Assets
at FVTPL
Equity
Instruments
$ -


-

$ -
Financial Assets
at FVTOCI
Equity
Instruments
$ 98,491

(42,777)
$ 55,714
Balance at January 1, 2023

Purchases
Transfers into Level 1
Recognized in other comprehensive income (included in
unrealized valuation gain (loss) on financial assets at
FVTOCI)

Balance at December 31, 2023
Financial Assets
at FVTPL
Equity
Instruments
$ -

-
-


-

$ -
Financial Assets
at FVTOCI
Equity
Instruments
$ 213,170
40,435
(190,879)

35,765
$ 98,491

The fair value of these shares issued by Win Win Precision Technology Co., Ltd. was transferred from Level 3 to Level 1 since the shares were listed on the Taipei Exchange on January 16, 2023.

  • 3) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement
Financial Instruments
Derivatives - foreign exchange
forward contracts and
exchange contracts
Redemption options on
convertible bonds
Valuation Techniques and Inputs
Discounted cash flow.
Future cash flows are estimated based on observable forward
exchange rates at the end of the reporting period and contract
forward rates, discounted at a rate that reflects the credit risk
of various counterparties.
Binomial tree valuation model.
Binomial tree valuation model was used to evaluate the
observable closing price of the stocks, volatility, risk-free
interest rate, risk discount rate, and liquidity risk at the
balance sheet date.

293

  • 4) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

The Group uses price-book ratio approach, comparing the net value per share with other public companies among similar industries or evaluating share price based on average price-book ratio of other competitors, to capture the present value of the expected future economic benefits to be derived from the ownership of these investees.

  • c. Categories of financial instruments
Financial assets
FVTPL
Mandatorily at FVTPL (1)

Financial assets at amortized cost (2)
Financial assets at FVTOCI
Equity instruments


Financial liabilities
FVTPL
Mandatorily as FVTPL (3)
Amortized cost (4)
December 31
2024
2023
$ 61,965
$ -
5,495,504
4,853,227

96,392
171,335

-
18,323
3,347,259
5,701,342
  • 1) The balances include foreign exchange forward contracts and exchange contracts, domestic listed shares, redemption options on convertible bonds and investment of equity instruments.

  • 2) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, trade receivables, other receivables and refundable deposits.

  • 3) The balances include foreign exchange forward contracts and exchange contracts.

  • 4) The balances include financial liabilities at amortized cost, which comprise short-term and long-term loans, trade payables, other payables, bonds payable, and guarantee deposits received.

  • d. Financial risk management objectives and policies

The Company’s major financial instruments include equity and debt investments, notes receivable, trade receivables, other receivables, notes payable, trade payables, other payables and borrowings. The Company’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, and monitors and manages the financial risks relating to the operations of the Company through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seek to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Company’s policies approved by the board of directors, which provided written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Company did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

294

The corporate treasury function reports quarterly to the Company’s risk management committee, an independent body that monitors risks and policies implemented to mitigate risk exposures.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Company entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk, including: Foreign exchange forward contracts to hedge the exchange rate risk arising on the Company’s foreign currency monetary.

There has been no change to the Company’s exposure to market risks or the manner in which these risks are managed and measured.

a) Foreign currency risk

Several subsidiaries of the Company have foreign currency denominated sales and purchases, which exposes the Company to foreign currency risk. Exchange rate exposures are managed within approved policy parameters utilizing foreign exchange forward contracts.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 32.

Sensitivity analysis

The Company is mainly exposed to the USD, JPY and RMB.

The following table details the Company’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign exchange forward contracts designated as cash flow hedges, and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. The sensitivity analysis included external loans/borrowings as well as loans/borrowings to foreign operations within the Company where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in post-tax profit and other equity associated with the New Taiwan dollar weakening 1% against the relevant currency. For a 1% strengthening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on post-tax profit and other equity, and the balances below would be negative.

USD impact (i)
JPY impact (ii)
RMB impact (iii)
Profit or Loss
2024
2023
$ 23,306
$ 23,029
(72)
(2,573)
(2,903)
(5,178)
  • i. The result was mainly attributable to the exposure on outstanding monetary items in USD that were not hedged at the end of the year.

  • ii. The result was mainly attributable to the exposure on outstanding monetary items in JPY that were not hedged at the end of the year.

295

  • iii. The result was mainly attributable to the exposure on outstanding monetary items in RMB that were not hedged at the end of the year.

  • b) Interest rate risk

The Company is exposed to interest rate risk because the Company deposits and borrow funds at floating interest rates.

The carrying amount of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
**December 31 **
2024
2023
$ 1,117,721
$ 729,240
36,000
1,589,820
1,257,240
1,318,299
916,666
1,892,754

Sensitivity analysis

The sensitivity analysis below was determined based on the Company’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the year. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 25 basis points higher/lower and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2024 and 2023 would increased/(decreased) by $851 thousand and $(1,436) thousand, respectively, which was mainly a result of its floating rate bank deposits and bank borrowings.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. At the end of the year, the Company’s maximum exposure to credit risk, which would cause a financial loss to the Company due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Company, could be equal to the total of the following:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • b) The maximum amount the entity would have to pay if the financial guarantee is called upon, irrespective of the likelihood of the guarantee being exercised.

296

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2024 and 2023, the Company had available unutilized short-term bank loan facilities of approximately $6,747,333 thousand and $4,411,246 thousand, respectively.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed upon repayment periods. The tables has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.

To extend that interest flows are at floating rate, the undiscounted amount was derived from the interest rate curve at the end of the year.

December 31, 2024

Weighted
Interest
Average
Effective
Interest Rate Less than
(%) 1 Year 2-3 Years 4-5 Years 5+ Years Total
Non-derivative financial
liabilities
Trade payables -
$ 1,646,109
$
-
$ -
$ -
$ 1,646,109
Other payables - 709,200 - - - 709,200
Lease liabilities 2.49%-3.14% 4,896 6,511 - - 11,407
Variable interest rate
liabilities 0.98%-1.79% 383,333 533,333 - - 916,666
Fixed interest rate liabilities 1.225% 36,000 - - - 36,000
December 31, 2023
Weighted
Interest
Average
Effective
Interest Rate Less than
(%) 1 Year 2-3 Years 4-5 Years 5+ Years Total
Non-derivative financial
liabilities
Trade payables -
$ 1,581,756
$
-
$ -
$ -
$ 1,581,756
Other payables - 627,462 - - - 627,462
Lease liabilities 1.27%-3.00% 2,270 1,631 - - 3,901
Variable interest rate
liabilities 0.85%-1.55% 276,087 1,616,667 - - 1,892,754
Fixed interest rate liabilities 1.10% 1,553,820 36,000 - - 1,589,820

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities are subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the year.

297

  • b) Liquidity and interest risk rate tables for derivative financial liabilities

The following table details the Company’s liquidity analysis for its derivative financial instruments. The table was based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement.

December 31, 2024

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Foreign exchange forward
contracts and exchange contracts $ 519
$ 896
$ -

December 31, 2023
On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Net settled
Foreign exchange forward
contracts and exchange contracts $ 249
$ (13,381)
$ (5,191)
1-5 Years
$ -

1-5 Years
$ -
5+ Years
$ -
5+ Years
$ -

27. TRANSACTIONS WITH RELATED PARTY

Details of transactions between the Company and related parties are disclosed as follows.

  • a. Related party name and category

Related Party Name Related Party Category Tai-Shing Electronics Components Corporation Associate EcLife Co., Ltd. Other associate Longying (Ningbo) Semiconductor Co., Ltd Other associate TXC (Ningbo) Corporation Subsidiary TXC (Chongqing) Corporation Subsidiary Ningbo Beilun Jingyu Trading Corporation Subsidiary TETC CORP. NINGBO Subsidiary Shanghai JCH Co., Ltd. Subsidiary TXC Technology, Inc. Subsidiary Taiwan Crystal Technology (HK) Limited Subsidiary TXC Japan Corporation Subsidiary TXC Europe GmbH Subsidiary

298

b. Sales of goods


Line Item
Related Party Category
Sales
Subsidiaries

Associates
Other associates

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2024
$ 1,145,867

28,560
5,823

$ 1,180,250
2023
$ 747,728
30,284

5,839
$ 783,851

In 2024 and 2023, the selling price and purchasing price were not significantly different from those with third parties, except those for NGB, CKG, TETC, Ningbo Jingyu, TXC Technology, TCTH and TXC JP whose trading price depends on its function within the Company.

c. Purchases of goods


Related Party Category
Subsidiaries
TXC (Ningbo) Corporation

TXC (Chongqing) Corporation
Others

Other associates

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2024
$ 2,491,061

1,388,616
526,938

4,406,615
417

$ 4,407,032
2023
$ 1,885,105
1,680,693

410,384
3,976,182

299
$ 3,976,481

In 2024 and 2023, the selling price and purchasing price were not significantly different from those with third parties, except those for NGB, CKG, TETC, Ningbo Jingyu, TXC Technology, TCTH and TXC JP whose trading price depends on its function within the Company.

d. Other income


Related Party Category
Associates

Operating expenses

Related Party Category
Subsidiaries
TXC Technology, Inc.

TXC Japan Corporation
TXC Europe GmbH

Other associates

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
2023
$ 101
$ 95
For the Year Ended December 31



2024
$ 61,653

27,997
12,852

102,502
1,587

$ 104,089
2023
$ 55,324
30,291

12,336
97,951

628
$ 98,579

e. Operating expenses

299

The consulting fee above is due to the Company’s part of business activities committed to the related parties.

f. Rental revenue

Related Party
Location
Rent Collection
Tai-Shing
Electronics
Components
Corporation
6F., No. 4, Gongye
6th Rd.,
Pingzhen Dist.,
Taoyuan City
324, Taiwan
Based on
contract, and
paid on a
monthly basis
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024
Amount
% to Total
Account
Balance
$ 3,619

-
2023

Amount
% to Total
Account
Balance
$ 3,568

-
  • g. Receivables from related parties (excluding loans to related parties)
Related Party Category
Subsidiaries
TXC (Ningbo) Corporation

TETC Corp. Ningbo
Others

Associates
Other associates
Less: Allowance for impairment loss


**December 31 ** **December 31 **



2024
$ 268,868

66,620
7,544

343,032
7,590
1,159
(68)

$ 351,713
2023
$ 175,833
31,303

4,502
211,638
7,405
1,015

(68)
$ 219,990

The outstanding accounts receivable from related parties are unsecured.

  • h. Payables to related parties (excluding loans from related parties)
Related Party Category
Subsidiaries
TXC (Ningbo) Corporation

TXC (Chongqing) Corporation
TETC Corp. Ningbo
Others

Other associates

**December 31 ** **December 31 **



2024
$ 650,476

331,936
114,567
3,134

1,100,113
19

$ 1,100,132
2023
$ 427,317
540,231
101,648

5,725
1,074,921

38
$ 1,074,959

The outstanding trade payables to related parties are unsecured.

300

  • i. Other receivables from related parties
Related Party Category
Subsidiaries
TXC (Ningbo) Corporation

Ningbo Beilun Jingyu Trading Corporation

Associates
Other associates

December 31 December 31



2024
$ 1,072

-

1,072
-
14

$ 1,086
2023
$ 3,074

4,328
7,402
425

1
$ 7,828

Other receivables resulted from purchasing machinery and equipment on behalf of subsidiaries.

  • j. Other payables to related parties
Related Party Category
Subsidiaries

Other associates

**December 31 ** **December 31 **


2024
$ 35

16,817

$ 16,852
2023
$ 44

1,825
$ 1,869

The credit period of the transaction above is similar to those for the third parties.

  • k. Prepayments for equipment
Related Party Category
Other associates
December 31 December 31
2024

$ 809
2023
$ 4,502
  • l. Acquisitions for property, plant and equipment

Related Party Category
Other associates
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2024

$ 38,114
2023
$ 968
  • m. Remuneration of key management personnel

Related Party Category
Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2024
$ 81,706

585

$ 82,291
2023
$ 66,161

989
$ 67,150

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

301

28. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for foreign exchange forward contracts:

Pledged deposits December 31
2024
$ 78,674
2023
$ 75,342

29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Company at December 31, 2024 were as follows:

As of December 31, 2024, the Company unrecognized commitments are as follows:

In Thousands of Foreign Currencies/New Taiwan Dollars

Acquisition of machinery and equipment

Acquisition of machinery and equipment

Acquisition of machinery and equipment
Contract
Amount
Paid Amount Unpaid Amount
$ 648,153
$ 389,949
$ 258,204
RMB 1,890
RMB
756
RMB 1,134
USD
195
USD
180
USD
15

30. SIGNIFICANT EVENTS AFTER REPORTING PERIOD: NONE

31. OTHER ITEMS

On February 15, 2023, the president of the ROC announced the amendments to the “Climate Change Response Act”, which added the provision of carbon fee collection. Subsequently, the Ministry of Environment announced the “Regulations Governing the Collection of Carbon Fees”, “Regulations for Administration of Voluntary Reduction Plans” and “Designated Greenhouse Gas Reduction Goal for Entities Subject to Carbon Fees” on August 29, 2024 and the carbon fee rate on October 21, 2024. The fee will be levied starting from January 1, 2025. Based on the emissions of the Group in 2023, the Group expects that it sill not be the entity subject to carbon fees.

302

32. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

Unit: In Thousands of Foreign Currencies and New Taiwan Dollars

December 31, 2024

Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD
$
103,188
32.7810 (USD:NTD) $ 3,382,606
JPY
1,353,397 0.2098 (JPY:NTD)
283,943
RMB
9,393 4.5603 (RMB:NTD)
42,835
Non-monetary items
Investments accounted for using the equity
method
USD
7,132 32.7810 (USD:NTD)
233,809
JPY
151,882 0.2098 (JPY:NTD)
31,865
RMB
1,947,188 4.5603 (RMB:NTD)
8,879,763
EUR
385 34.1316 (EUR:NTD)
13,142
Financial liabilities

Monetary items
USD
32,093 32.7810 (USD:NTD)
1,052,041
JPY
1,387,877 0.2098 (JPY:NTD)
291,177
RMB
73,056 4.5603 (RMB:NTD)
333,157
December 31, 2023
Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD
$
97,184
30.7350 (USD:NTD) $ 2,986,950
JPY
449,288 0.2173 (JPY:NTD)
97,630
RMB
5,214 4.3394 (RMB:NTD)
22,626
Non-monetary items
Investments accounted for using the equity
method
USD
7,041 30.7350 (USD:NTD)
216,390
JPY
148,908 0.2173 (JPY:NTD)
32,358
RMB
1,743,028 4.3394 (RMB:NTD)
7,563,696
EUR
332 34.0114 (EUR:NTD)
11,300
(Continued)

303

Foreign Carrying
Currency Exchange Rate Amount
Financial liabilities
Monetary items
USD $
22,257
30.7350 (USD:NTD) $
684,069
JPY 1,633,573 0.2173 (JPY:NTD) 354,975
RMB 124,531 4.3394 (RMB:NTD) 540,390
(Concluded)

For the years ended December 31, 2024 and 2023, realized and unrealized net foreign exchange gains or losses were $188,689 thousand and $28,760 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the Company.

33. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions:

  • 1) Financing provided to others. (None)

  • 2) Endorsements/guarantees provided. (None)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures). (Table 1)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of paid-in capital. (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales or to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 2)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 3)

  • 9) Trading in derivative instruments. (Note 7)

  • b. Information on investees (Table 4)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 5)

304

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (Table 6)

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes.

    • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.

  • d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 7)

305

TABLE 1

TXC CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account December 31, 2024 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
TXC Corporation
TXC (Ningbo) Corporation
Stock-unlisted company
Godsmith Sensor Inc
RFIC Technology Corporation
Gallopwave Inc.
Stock-listed company
Taiwan Semiconductor Manufacturing
Company, Ltd.
Win Win Precision Technology Co., Ltd.
Shares overseas-unlisted company
Stathera IP Holdings Inc.
Convertible bonds
WPG HOLDINGS LIMITED
TCC Group Holdings CO., LTD.
Shares overseas-unlisted company
Ningbo SJ Electronics Co., Ltd.
Structured deposits
Agricultural Bank of China.
Bank of Ningbo
China Everbright Bank
China Guangfa Bank
None
TXC Corporation is a director of
the Company

None

None
None

None
None


Financial assets at fair value through other
comprehensive income - non-current


Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current


800
3,334
6,250
40
1,788
65
75
100
567
RMB 40,364
RMB 40,312
RMB 15,150
RMB 10,136















$ 3,201

25,912

20,179

43,000

40,678
$ 132,970
$ 6,422
$ 7,620

9,930
$ 17,550
$ 171,805
$ 184,071

183,837

69,088

46,223
$ 483,219
4
12
8
-
3
1
-
-
5
-
-
-
-










$ 3,201
25,912
20,179
43,000

40,678
$ 132,970
$ 6,422
$ 7,620

9,930
$ 17,550
$ 171,805
$ 184,071
183,837
69,088

46,223
$ 483,219







(Continued)

306

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account **December ** 31, 2024 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
TXC (Chongqing) Corporation
Ningbo Beilun Jingyu Trading Corporation
Ningbo Meishan Free Trade Port
Area Ding Kai Investment Management
Company Limited
Chongqing Zhongyang Properties Co., Ltd.
ChongQing Dingsen Commercial
Management Co., Ltd.
TETC Corp. Ningbo
Structured deposits
China Construction Bank
China Merchants Bank
China CITIC Bank
Bank of China
Beneficiary certificate
Southern Cash Fund
Shares overseas-unlisted company
Zhejiang Bright Semiconductor Technology
Co., Ltd.
Structured deposits
Chongqing Rural Commercial Bank
China Construction Bank Corporation
Structured deposits
China Construction Bank Corporation
Structured deposits
Agricultural Bank of China
Bank of Ningbo
None



None
None
None

None
None
Financial assets at fair value through profit
or loss - current



Financial assets at fair value through profit
or loss - current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through profit
or loss - current

Financial assets at fair value through profit
or loss - current
Financial assets at fair value through profit
or loss - current
RMB 20,038
RMB 10,059
RMB 10,003
RMB 95,684
RMB
68
7,004
RMB
9,191
RMB
6,039
RMB
803
RMB 30,273
RMB 20,177













$ 91,380

45,873

45,616

436,346
$ 619,215
$ 308
$ 132,706
$ 41,913

27,539
$ 69,452
$ 3,663
$ 138,053

92,015
$ 230,068
-
-
-
-
-
3
-
-
-
-
-











$ 91,380
45,873
45,616

436,346
$ 619,215
$ 308
$ 132,706
$ 41,913

27,539
$ 69,452
$ 3,663
$ 138,053

92,015
$ 230,068




(Concluded)

307

TABLE 2

TXC CORPORATION

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars)

Buyer Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Payable
or Receivable
Notes/Accounts Payable
or Receivable
Note
Purchase/
Sale
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance
% to
Total
TXC Corporation
TXC (Ningbo) Corporation
TXC (Ningbo) Corporation

TXC (Chongqing) Corporation
TETC CORP. NINGBO

TXC (Chongqing) Corporation
TETC CORP. NINGBO
Subsidiary





Purchase
Sale
Purchase
Purchase
Sale
Purchase
Sale
$ 2,491,061
967,537
1,388,616
489,701
153,510
198,303
173,719
35
10
20
7
2
8
4
No significant
differences with
the third parties.





Its trading price depends on its
function within the Group





No significant
differences with
the third parties.





$ (650,476)
268,868
(331,936)
(114,567)
66,620
(55,324)
102,466
(40)
9
(20)
(7)
2
(7)
9

308

TABLE 3

TXC CORPORATION

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amount Received in
Subsequent Period
Allowance for
Impairment Loss
Amount **Actions Taken **
TXC Corporation
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
TXC (Ningbo) Corporation
TXC (Ningbo) Corporation
TXC Corporation
TXC Corporation
TXC Corporation
TETC CORP. NINGBO
Subsidiary
Parent entity
Parent entity
Parent entity
Subsidiary
$ 268,868
650,476
331,936
114,567
102,466
4.35
4.62
3.18
4.53
3.02
$ -
-
-
-
-
-
-
-
-
-
$ 125,973
413,234
200,719
68,441
59,088
$ -
-
-
-
-

309

TABLE 4

TXC CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars or U.S. Dollars)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December 31, As of December 31, 2024 Net Income
(Losses) of the
Investee

Share of
Profit (Loss)
Note
December 31,
2024
December 31,
2023
Shares (In
Thousands)
Percentage of
Ownership
Carrying
Amount
TXC Corporation
TXC (Ningbo) Corporation
Taiwan Crystal Technology International Ltd.
Taiwan Crystal Technology (HK) Limited
TXC Japan Corporation
TXC Technology Inc.
Tai-Shing Electronics Components Corporation
TXC Europe GmbH
PT TXC TECHNOLOGY INDONESIA
Western Samoa
Hong Kong
Japan
U.S.A.
Taiwan
Germany
Indonesia
Investment management
International trading
Marketing activities
Marketing activities
Manufacture and sales of electronics products
Marketing activities
Research and development, manufacture, and sale
of quartz elements and related electronic
products
$ 1,390,461
2,371
6,172
9,879
373,432
1,746
517,840
$ 1,390,461

2,371

6,172

9,879

373,432

1,746

-

42,835

80

2

300

8,802

50

1,600
100.00
100.00
100.00
100.00
33.34
100.00
81.22
$ 8,879,763
209,731
31,865
24,078
428,728
13,142
518,372
$ 1,230,706

3,700

839

(747)

90,816

1,834

(4,645)
$ 1,224,898

3,700

839

(747)

30,280

1,834

(3,768)






310

TABLE 5

TXC CORPORATION

INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars or U.S. Dollars)

  1. Name of the investees in mainland China, main businesses and products, paid-in capital, method of investment, information on inflow or outflow of capital, percentage of ownership, investment income or loss, ending balance of investment, dividends remitted by the investee, and the limit of investment in mainland China:
Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Method of Investment Method of Investment Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2024
(In Thousand)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2024
(In Thousand)

Net Income
(Loss) of the
Investee
Percentage of
Ownership
Investment
Gain (Loss)
Carrying
Amount as of
December 31,
2024
Accumulated
Repatriation of
Investment
Income as of
December 31,
2024

Outward
Inward
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
Chongqing Zhongyang Properties
Co., Ltd.
Ningbo Beilun Jingyu Trading
Corporation
Ningbo Longying Semiconductor
Co., Ltd.
Ningbo Meishan Free Trade Port
Area Ding Kai Investment
Management Company Limited
ChongQing Dingsen Commercial
Management Co., Ltd.
Shanghai JCH Co., Ltd.
Research and development,
manufacture, and sale of quartz
elements and related electronic
products
Research and development,
manufacture, and sale of quartz
elements and related electronic
products
Research and development,
manufacture, and sale of quartz
elements and related electronic
products
Properties development
International trading
Research and development in
integrated circuit
Investment management
Property management
Marketing activities and Technical
Services
$ 2,350,052
1,162,074
656,740
684,908
7,090
246,257
160,043
4,390
2,238
Indirect investment of the
Corporation in mainland China
through the Corporation’s
subsidiary in a third region
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
Other investment of the
Corporation in mainland China
$ 1,427,630
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
$ 1,427,630
-
-
-
-
-
-
-
-
$ 1,230,707
237,758
446,724
(18,876)
268
(47,939)
-
2,557
8,390
100.00
100.00
100.00
100.00
100.00
29.37
100.00
100.00
100.00
$ 1,230,707
237,758
446,724
(18,876)
268
(14,080)
-
2,557
8,390
$ 8,956,700
1,926,753
1,992,969
795,160
6,670
36,234
132,987
1,342
19,923
$ 1,752,692
306,500
-
-
-
-
-
-
-
The limited amounts of the investment in Mainland China
Accumulated Outward Remittance for
Investments in
Mainland China as of December 31, 2024
Investment Amounts Authorized by
the Investments Commission, MOEA
Upper Limit on the Amount of Investments
Stipulated by the Investment Commission, MOEA
$1,427,630 $2,350,052 $ -
  1. The limited amounts of the investment in Mainland China

Note: The investment in mainland China has no maximum limit since the Company has acquired the approval from the Industrial Development Bureau for the establishment of the Company’s operating headquarters in Taiwan.

311

TABLE 6

TXC CORPORATION

SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

  1. Significant direct or indirect transactions with the investees, prices and terms of payment, unrealized gain or loss:
Company Name Investee Company Transaction
Type
Purchase/Sale Purchase/Sale Price Transaction Details Transaction Details Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Unrealized
(Gain) Loss
Note
Amount % Payment Term Comparison with
**Normal Transactions **
Ending Balance
%
TXC Corporation TXC (Ningbo) Corporation
TXC (Ningbo) Corporation
TXC (Chongqing) Corporation
TETC CORP. NINGBO
TETC CORP. NINGBO
Purchase
Sales
Purchase
Sales
Purchase
$ 2,491,061
967,537
1,388,616
153,510
489,701
35
10
20
2
7
Its trading price depends
on its function within
the Group



Similar with third parties



Its trading price depends
on its function within
the Group



$ (650,476)
268,868
(331,936)
66,620
(114,567)
(40)
9
(20)
2
(7)
$ 44,276
8,335
18,625
5,753
4,289
  1. The transactions of properties and the profit or loss: None.

  2. Endorsements guarantees or collateral directly or indirectly provided to the investees: None.

  3. Financings directly or indirectly provided to the investees: None.

  4. Other transactions that significantly impacted the current year’s profit or loss or financial position: None.

312

TABLE 7

TXC CORPORATION

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2024

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Walsin Technology Corporation 34,942,000 10.18

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

313

TXC CORPORATION

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

Item

Major Accounting Items in Assets, Liabilities and Equity
Statement of cash and cash equivalents

Statement of financial assets at fair value through profit or loss - non-current

Statement of notes receivable

Statement of trade receivables

Statement of other receivables

Statement of inventories

Statement of changes in financial assets at fair value through other comprehensive
income - non-current

Statement of changes in investments accounted for using the equity method

Statement of changes in property, plant and equipment

Statement of changes in accumulated depreciation of property, plant and equipment

Statement of changes in accumulated impairment of property, plant and equipment

Statement of changes in investment properties

Statement of changes in accumulated depreciation of investment properties

Statement of deferred income tax assets

Statement of financial liabilities at fair value through profit or loss - current

Statement of trade payables

Statement of other payables

Statement of long-term loans

Statement of deferred income tax liabilities

Major Accounting Items in Profit or Loss
Statement of net revenue

Statement of cost of goods sold

Statement of manufacturing expenses

Statement of operating expenses

Statement of other gain and losses

Statement of finance costs

Statement of labor, depreciation and amortization by function
**Statement Index **
Statement 1
Table 1
Note 10
Statement 2
Note 10
Statement 3
Statement 4
Statement 5
Note 13
Note 13
Note 13
Note 15
Note 15
Note 23
Note 7
Statement 6
Note 18
Statement 7
Note 23
Statement 8
Statement 9
Statement 10
Statement 11
Note 22
Note 22
Statement 12

314

STATEMENT 1

TXC CORPORATION

CASH AND CASH EQUIVALENTS DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars, and Foreign Currencies)

Item
Cash
Cash on hand
Including US$3 thousand @32.781; JPY352
thousand @0.2098; HK$2 thousand @4.2223; and
RMB18 thousand @4.5603; SGD3 thousand
@24.1241; EUR3 thousand @34.1316

Cash in banks
Checking accounts and demand
deposits
Foreign-currency deposits
Including US$7,999 thousand @32.781;
JPY1,252,879 thousand @0.2098; EUR55
thousand @34.1316; RMB8,835 thousand
@4.5603; and HK$2 thousand @4.2223
Time deposits
Including US$1,000 thousand @32.781; and
RMB10,000 thousand @4.5603
Cash equivalents

Amount
$ 479
650,602
567,301
978,384

100,000
$ 2,296,766

315

STATEMENT 2

TXC CORPORATION

TRADE RECEIVABLES DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Item
Explanation
Related parties
TXC (Ningbo) Corporation
For goods

TXC (Chongqing) Corporation

Tai-Shing Electronics Components Corporation

TETC CORP. NINGBO

TXC Japan Corporation

TXC Europe GmbH

TXC Technology, Inc.

EcLife Co., Ltd.


Less: Allowance for impairment loss


Third parties
A Company
For goods

B Company

Others (Note)


Less: Allowance for impairment loss

Amount
$ 268,868
1,387
7,590
66,620
870
5,278
9

1,159
351,781

(68)
$ 351,713
$ 338,962
223,845

2,149,881
2,712,688

(9,303)
$ 2,703,385

Note: Each of the accounts was less than 5% of the total account balance.

316

STATEMENT 3

TXC CORPORATION

INVENTORIES DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Item
Raw materials

Supplies and spare parts
Work in process
Finished goods
Merchandise
Goods in transit

Less: Allowance for loss

Cost
Market Value
(Note)
$ 332,549
$ 324,394
113,235
112,410
393,289
391,022
290,072
269,942
397,438
394,739
11,146

11,146
1,537,729
$ 1,503,653
(34,076)
$ 1,503,653

Note: The market value is based on net realizable value.

317

STATEMENT 4

TXC CORPORATION

CHANGES IN FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Shares)

Listed shares
Win Win Precision Technology Co., Ltd.
Unlisted shares
Godsmith Sensor Inc.
Gallopwave Inc.
RFIC Technology Corporation
Stathera IP Holdings Inc.
Beginning Balance
Shares
Amount
Remeasure
1,788
$ 72,844
$ (32,166)
800
3,672
(471)
6,250
34,403
(14,224)
3,334
29,981
(4,069)
65

30,435

(24,013)

98,491

(42,777)
$ 171,335
$ (74,943)
Increase
Shares
Amount
-
$ -
-
-
-
-
-
-
-

-

-
$ -
Decrease
Shares
Amount
-
$ -
-
-
-
-
-
-
-

-

-
$ -
Ending Balance Pledge or
Amount
Security
$ 40,678
None
3,201

20,179

25,912

6,422

55,714
$ 96,392
% of
Shares
Ownership
1,788
3

800
4
6,250
8
3,334
12
65
1


Shares
1,788

800
6,250
3,334
65


Shares
-

-
-
-
-


Shares
-

-
-
-
-


318

STATEMENT 5

TXC CORPORATION

CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2024

(In Thousands of New Taiwan Dollars and Shares)

Unlisted company
Taiwan Crystal Technology International
Ltd.
TXC Technology Inc.
TXC Japan Corporation
Taiwan Crystal Technology (HK) Limited
Tai-Shing Electronics Components
Corporation
TXC Europe GmbH
Beginning Balance
Shares
Amount
42,835 $ 7,563,696
300
23,290
2
32,358
80
193,100
8,802
397,952
50
11,300
$ 8,221,696
Increase
Shares
Amount

- $ -

-
-

-
-

-
-

-
-
-
-
$ -
Decrease
Shares
Amount


- $ 402,840

-
-

-
-

-
-

-
17,605
-
-

$ 420,445
Equity in
Investees
Gain (Loss)
$ 1,718,907

788

(493)

16,631

48,381

1,842
$ 1,786,056
Ending Balance Amount

$ 8,879,763
24,078
31,865
209,731
428,728

13,142
$ 9,587,307
Market Price or
Net Asset Value
Valuation
Unit Price
Amount
Method
Pledge or Security

-
$ 8,879,763 Equity method
None
-

-
24,078 Equity method
None
-

-
31,865 Equity method
None
-

-
209,731 Equity method
None
-

47.80
428,728 Equity method
None
-
-

13,142
Equity method
None
-
$ 9,587,307
% of

Shares
Ownership

42,835
100.00


300
100.00

2
100.00

80
100.00

8,802
33.34
50
100.00

Shares
42,835
300
2
80
8,802
50
Shares

-

-

-

-

-
-
Shares

-

-

-

-

-
-
Unit Price

-


-

-

-

47.80
-

Note: All the above are unlisted company which do not have market price to evaluated.

319

STATEMENT 6

TXC CORPORATION

ACCOUNTS PAYABLE DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Item
Explanation
Related parties
TXC (Ningbo) Corporation
Payment for goods

TXC (Chongqing) Corporation

Taiwan Crystal Technology (HK) Limited

EcLife Co., Ltd.

Ningbo Beilun Jingyu Trading Corporation

TETC CORP. NINGBO



Third parties
A Corporation
Payment for goods
B Corporation

C Corporation

D Corporation

E Corporation

F Corporation

G Corporation

Others (Note)



Amount
$ 650,476
331,936
3,104
19
30

114,567

1,100,132
92,656
82,681
74,283
51,792
48,543
42,620
32,071

121,331

545,977
$ 1,646,109

Note: Each of the accounts was less than 5% of the total account balance.

320

STATEMENT 7

TXC CORPORATION

STATEMENT OF LONG-TERM BORROWINGS DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Bank Name
Description
CTBC Financial Holding Co., Ltd
Credit loan

DBS Bank Limited
Credit loan
Cathay United Bank
Credit loan
E.SUN COMMERCIAL BANK, LTD Credit loan

Less: Current portions

Amount
Issuance Date
Interest Rate
Collateral
$ 83,333
2021.08.17-2026.08.17
0.98%
-
300,000
2023.08.03-2025.08.03
1.55%
-
536,000
2020.04.01-2026.04.30 1.225%-1.79%
-

33,333
2020.04.15-2025.04.15
1.225%
-
952,666
(419,333)
$ 533,333

321

STATEMENT 8

TXC CORPORATION

OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Item
Quartz crystal products

Less: Sales returns
Less: Sales allowances

Amount
$ 9,863,254
24,723

17,487
$ 9,821,044

322

STATEMENT 9

TXC CORPORATION

COST OF GOODS SOLD FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Item
Direct materials
Beginning materials

Add: Material purchase
Add: Unfavorable cost variance
Less: Expense
Less: Others
Ending materials

Direct labor
Overhead

Manufacturing cost
Beginning work in process
Add: Purchases
Add: Others
Less: Expense
Less: Favorable cost variance
Ending work in process

Finished goods cost
Beginning finished goods
Add: Unfavorable cost variance
Less: Expense
Add: Others
Ending finished goods

Production cost

Beginning merchandise inventory
Add: Purchase
Add: Unfavorable cost variance
Less: Expense
Less: Others
Ending merchandise inventory

Purchase cost

Loss on physical inventory

Amount
$ 456,201
1,095,860
118,488
(161,331)
(8,606)

(436,804)
1,063,808
322,150

901,074
2,287,032
272,310
469,242
7,754
(48,993)
(64,663)

(391,022)
2,531,660
240,845
60,589
(19,844)
46

(269,942)

2,543,354
475,460
5,043,040
3,527
(566)
(6,518)

(394,739)

5,120,204

8,699
$ 7,672,257

323

STATEMENT 10

TXC CORPORATION

OVERHEAD EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Item
Explanation
Indirect labor
Including salary and wages, pension, food stipend, employee
benefits and insurance etc.

Indirect materials
Depreciation
Utilities
Others

Amount
$ 336,204
105,756
295,462
125,091

38,561
$ 901,074

Note: Each of the accounts was less than 5% of the total account balance.

324

STATEMENT 11

TXC CORPORATION

OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2024 (In Thousands of New Taiwan Dollars)

Selling and Selling and General and Research and
Item Explanation Marketing Administration
Development
Salary $ 61,766 $ 153,384
$ 318,117
Insurance 4,428 18,418 18,176
Depreciation 489 5,146 208,152
Research expense - - 101,605
Import and export expense 36,028 - -
Others 159,058
70,976

77,096
$ 261,769 $ 247,924
$ 723,146

Note: Each of the accounts was less than 5% of the total account balance.

325

STATEMENT 12

TXC CORPORATION

EMPLOYEE WELFARE, DEPRECIATION AND AMORTIZATION EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Item
Salaries

Insurance
Pension
Remuneration of directors
Other employee benefit


Depreciation expenses

Amortization expenses
2024 Total
$ 1,057,595

76,983

32,264

40,213

30,455

$ 1,237,510

$ 509,249

$ 10,821
2023




Operating
Cost
$ 579,552
42,444
17,253
-

19,280

$ 658,529

$ 295,462

$ 47
Operating
Expense
$ 478,043

34,539

15,011

40,213

11,175

$ 578,981

$ 213,787

$ 10,774







Operating
Cost
$ 535,310

46,984

18,448

-

20,949

$ 621,691

$ 296,474

$ 47
Operating
Expense
$ 403,498

36,351

14,838

32,472

10,285

$ 497,444

$ 206,621

$ 12,339
Total
$ 938,808

83,335

33,286

32,472

31,234
$ 1,119,135
$ 503,095
$ 12,386
  • Note 1: As of December 31, 2024 and 2023, the number of employees was 989 and 1,072 people both with 8 directors not included in the employees.

  • Note 2: Information should be disclosed:

  • a. The average of employee benefit is $1,220 thousand in the current year. The average of employee benefit is $1,021 thousand in the previous year.

  • b. The average of salaries is $1,078 thousand in the current year. The average of salaries is $882 thousand in the previous year.

  • c. Change in the average of salaries adjustment rates is 22.18%.

  • Note 3: The Company did not have the supervisors for the years ended December 31, 2024 and 2023. Therefore, the Company did not have the corresponding remuneration of supervisors.

  • Note 4: The Company and its subsidiaries set the salary scales according to the relative contribution of the employees’ positions, in line with the Company’s operation and development strategy, and based on their personal performance, future development potential and the Company’s operation status as the basis for salary adjustment and bonus payment, so as to encourage the employees to make positive efforts and excellent performance and to achieve the “internal fairness” and “individual fairness” pursuant to the salary; and to encourage employees to deliver great performance at work, the Company allocates a certain proportion of profit-making earnings as the basis of employee dividends and shares the earnings results with colleagues, considers the benchmark enterprises of the industry, regularly checks the rationality of various salary and welfare systems by the “remuneration committee”, maintains the Company’s high level employee welfare, attracts outstanding talents to join and stay for a long time.

  • Note 5: The remuneration of directors is determined based on the Company’s Articles of Incorporation. Fair remuneration is provided by considering the operation results and contributions towards company performance. President and vice presidents remuneration payment policy is based on the Company’s Salary Management Rules and salary levels for that job position in the industry market, the scope of authority of that job position inside the Company and the degree of contribution toward operation targets. The procedure for setting remuneration follows evaluation and review procedures under the Company’s Director and Manager Performance Evaluation Rules. In addition, the Company’s overall operational performance, future industry risks and development trends, individual performance achievement rates and contribution towards company performance are also considered in order to provide a fair compensation. The fairness of related performance evaluations and remuneration are reviewed by the salary and compensation committee and board of directors. The remuneration system is discussed at appropriate time based on the actual operating conditions and with respect to related laws to achieve a balance between sustainable company operation and risk control.

326