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TXC — Audit Report / Information 2022
Dec 16, 2022
52274_rns_2022-12-16_49eec991-b9bb-4308-9dfe-14e37e35caca.pdf
Audit Report / Information
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TXC Corporation and Subsidiaries
Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2022 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated and Separate Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
TXC CORPORATION
By
PETER LIN Chairman March 13, 2023
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders TXC Corporation
Opinion
We have audited the accompanying consolidated financial statements of TXC Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2022 is stated as follows:
The revenue of the Group for the year ended December 31, 2022 had an approximate 14% decrease compared to revenue for the year ended December 31, 2021. In comparison with 2021, the revenue derived from specific customers increased; therefore, we considered the validity of revenue derived from specific customers as a key audit matter. For the accounting policy for revenue recognition, please refer to Note 4.
The key audit procedures that we performed included the following:
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We obtained an understanding and tested the appropriateness of the design and the implementation of internal control system that is related to revenue recognition.
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We selected samples from the revenue details of specific customers, checked the sales orders and delivery orders and confirmed the occurrence of the sales revenue.
Other Matter
We have audited the accompanying financial statements of TXC Corporation as of December 31, 2022 and 2021 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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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:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audits resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.
Deloitte & Touche Taipei, Taiwan Republic of China
March 13, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4 and 9) Notes receivable (Notes 4 and 10) Trade receivables (Notes 4 and 10) Trade receivables from related parties (Notes 4, 10 and 30) Other receivables (Note 4) Other receivables from related parties (Notes 4 and 30) Inventories (Notes 4 and 11) Non-current assets held for sale (Notes 4 and 13) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets measured at cost - non-current (Notes 4 and 9) Investments accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4 and 15) Right-of-use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Other intangible assets (Note 4) Deferred tax assets (Notes 4 and 25) Prepayment for equipment Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans (Note 18) Short-term bills payables (Note 18) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Contract liabilities - current (Notes 11 and 23) Trade payables Trade payables to related parties (Note 30) Other payables (Note 20) Other payables to related parties (Note 30) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4 and 16) Deferred revenue - current (Notes 20 and 27) Current portion of long-term borrowings and bonds payable (Note 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 19) Long-term borrowings (Note 18) Deferred income tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 16) Deferred revenue - non-current (Notes 20 and 27) Net defined benefit liabilities - non-current (Notes 4 and 21) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Note 22) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Total equity TOTAL |
2022 Amount % $ 4,222,610 21 417,450 2 351,977 2 32,125 - 3,514,781 18 9,851 - 65,288 - 643 - 2,699,721 14 - - 98,005 - 11,412,451 57 - - 662,533 4 - - 458,607 2 6,319,742 32 205,984 1 571,346 3 53,838 - 61,271 - 94,538 1 10,934 - 8,438,793 43 $ 19,851,244 100 $ 513,750 3 - - 13,620 - 40 - 1,208,497 6 622 - 1,421,979 7 1,250 - 204,057 1 3,088 - 38,817 - 890,785 5 39,206 - 4,335,711 22 1,183,273 6 1,522,600 8 118,132 1 3,399 - 108,191 - 35,203 - 71,527 - 3,042,325 15 7,378,036 37 3,097,570 16 1,709,979 9 1,946,812 10 - - 5,861,917 29 7,808,729 39 (450,523) (2) 307,453 1 (143,070) (1) 12,473,208 63 $ 19,851,244 100 |
2021 | ||
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| Amount % $ 3,631,645 17 723,028 4 133,186 1 4,679 - 4,004,421 19 30,894 - 71,073 - 1,179 - 2,639,289 13 6,979 - 123,479 1 11,369,852 55 1,080 - 1,710,092 8 135,907 1 431,301 2 5,843,828 28 209,079 1 494,368 3 51,890 - 49,979 - 488,534 2 17,358 - 9,433,416 45 $ 20,803,268 100 $ 562,508 3 86,974 1 1,383 - 10,814 - 2,089,471 10 2,140 - 1,479,312 7 3,495 - 330,380 2 3,051 - 23,717 - 280,343 1 21,114 - 4,894,702 24 1,172,721 6 1,674,959 8 93,456 1 4,685 - 70,772 - 61,789 - 70,490 - 3,148,872 15 8,043,574 39 3,097,570 15 1,696,784 8 1,635,942 8 346,761 1 5,184,854 25 7,167,557 34 (559,579) (3) 1,357,362 7 797,783 4 12,759,694 61 $ 20,803,268 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| REVENUE (Note 23) COST OF GOODS SOLD (Note 24) GROSS PROFIT OPERATING EXPENSES (Note 24) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (reversal) recognized on trade receivables Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income (Note 24) Other income (Note 24) Other gains and losses (Note 24) Finance costs (Note 24) Share of profits of associates and joint accounted for using equity method (Note 14) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR |
2022 Amount % $ 13,169,688 100 (8,138,850) (62) 5,030,838 38 527,312 4 653,187 5 1,039,164 8 (39) - 2,219,624 17 2,811,214 21 27,435 - 173,762 1 392,657 3 (48,847) - 17,126 - 562,133 4 3,373,347 25 (567,843) (4) 2,805,504 21 |
2021 | ||
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| Amount % $ 15,244,851 100 (9,617,622) (63) 5,627,229 37 581,974 4 625,293 4 945,213 6 4 - 2,152,484 14 3,474,745 23 20,872 - 174,384 1 54,631 - (41,553) - 13,764 - 222,098 1 3,696,843 24 (579,859) (4) 3,116,984 20 |
(Continued)
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE (LOSS) INCOME Item that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income (loss) of associates accounted for using the equity method Item that maybe reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive income (loss) of associates accounted for using the equity method Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) From continuing and discounted operations Basic Diluted |
2022 Amount % $ 11,609 - (902,903) (7) 231 - (891,063) (7) 106,056 1 3,000 - 109,056 1 (782,007) (6) $ 2,023,497 15 $ 9.06 $ 8.68 |
2021 | ||
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| Amount % $ (8,138) - 1,180,893 8 (185) - 1,172,570 8 (35,567) - (737) - (36,304) - 1,136,266 8 $ 4,253,250 28 $ 10.06 $ 9.91 |
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| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings (Note 22) Legal reserve Special reserve Cash dividends distributed by the company Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Equity component of convertible bonds issued by the Company Other changes in capital surplus BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings (Note 22) Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 Disposal of equity instruments at fair value through other comprehensive income Donation from shareholders Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of the Parent | Others Unrealized Gain (Loss) on Exchange Financial Assets Differences on at Fair Value Translating Through Other Foreign Comprehensive Operations Income $ (523,275) $ 176,513 - - - - - - - - (36,304) 1,180,849 (36,304) 1,180,849 - - - - (559,579) 1,357,362 - - - - - - - - 109,056 (902,935) 109,056 (902,935) - (146,974) - - - - $ (450,523) $ 307,453 |
Total Equity $ 9,655,006 - - (1,177,077) 3,116,984 1,136,266 4,253,250 28,431 84 12,759,694 - - (2,323,178) 2,805,504 (782,007) 2,023,497 - 280 12,915 $ 12,473,208 |
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| Shares Unappropriated (In Thousands) Share Capital Capital Surplus Legal Reserve Special Reserve Earnings 309,757 $ 3,097,570 $ 1,668,269 $ 1,480,696 $ 524,372 $ 3,230,861 - - - 155,246 - (155,246) - - - - (177,611) 177,611 - - - - - (1,177,077) - - - - - 3,116,984 - - - - - (8,279) - - - - - 3,108,705 - - 28,431 - - - - - 84 - - - 309,757 3,097,570 1,696,784 1,635,942 346,761 5,184,854 - - - 310,870 - (310,870) - - - - (346,761) 346,761 - - - - - (2,323,178) - - - - - 2,805,504 - - - - - 11,872 - - - - - 2,817,376 - - - - - 146,974 - - 280 - - - - - 12,915 - - - 309,757 $ 3,097,570 $ 1,709,979 $ 1,946,812 $ - $ 5,861,917 |
The accompanying notes are an integral part of the consolidated financial statements.
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Net gain on fair value change of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates and joint ventures Gain on disposal of property, plant and equipment Impairment loss recognized on property, plant and equipment Loss on disposal of non-current assets held for sale Expected credit loss (reversed) recognized on trade receivables Write-down of inventories Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Contract liabilities - current Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Deferred revenue Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost |
2022 $ 3,373,347 1,225,810 22,825 (3,869) 48,847 (27,435) (11,486) (17,126) (7,560) 1,749 249 (39) 18,949 (27,446) 489,630 21,043 39,857 536 (265,192) 25,474 (10,774) (787,821) (1,518) (57,776) (2,245) 18,092 (12,074) 18,544 4,072,591 (37,852) (684,306) 3,350,433 (25,359) 178,498 (63,561) |
2021 $ 3,696,843 1,040,515 15,823 (21,740) 41,553 (20,872) (2,682) (13,764) (2,507) 2,606 1,575 4 16,370 17,280 (530,697) (733) (26,557) (689) (293,140) 68,188 (718,265) 141,873 (1,403) 519,049 2,015 (7,347) (11,944) 94,489 4,005,843 (38,057) (340,060) 3,627,726 (5,359) - - (Continued) |
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets/liabilities at fair value through profit or loss Purchase of investments accounted for using the equity method Proceeds from disposal of non-current assets held for sale Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Payments for right-of-use assets Decrease in other non-current assets Increase in prepayment for equipment Interest received Dividends received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings Increase in short-term bills payable Decrease in short-term borrowings Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Other changes in capital surplus Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2022 $ - - 334,526 (11,185) 1,745 (1,242,411) 13,637 (23,748) - 6,424 - 27,338 29,090 (775,006) (68,615) - (88,631) - 914,867 (465,533) 1,037 (3,051) (2,323,178) 280 (2,032,824) 48,362 590,965 3,631,645 $ 4,222,610 |
2021 $ 644,774 (159,082) - (14,166) 27,338 (2,112,820) 39,544 (22,921) (115,206) 852 (183,750) 20,906 19,662 (1,860,228) (298,035) 86,974 - 1,194,573 480,000 (646,932) 34,363 (3,066) (1,177,077) 84 (329,116) (25,014) 1,413,368 2,218,277 $ 3,631,645 |
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The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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, the Internet of Things (IoT), vehicle electronics, telecommunication equipment, smart home, AI, medical care, and 5G, etc.
The Company’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 2021. The Company will continue to strengthen corporate governance with the intention to achieve international standards for protection of public interest. 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, comprehensively implemented sustainable development based on scientific methods which met international mainstream, and fulfilled the responsibilities as a global citizen. All of the above are the efforts that The Company made to replace Corporate Social Responsibility Report to reinforce its operation sustainable development, the implement of energy saving and emission reducing, developing gender-friendly workplace, and fulfilling responsibilities for social benefit.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on March 6, 2023.
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 “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.
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b. The IFRSs endorsed by the FSC for application starting from 2023
Effective Date New IFRSs Announced by IASB Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 1) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 2) Amendments to IAS 12 “Deferred Tax related to Assets and January 1, 2023 (Note 3) Liabilities arising from a Single Transaction”
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Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 2: The amendments will be applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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Note 3: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occurred on or after January 1, 2023.
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1) Amendments to IAS 1 “Disclosure of Accounting Policies”
The amendments specify that the Group should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:
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Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;
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The Group may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and
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Not all accounting policy information relating to material transactions, other events or conditions is itself material.
The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:
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a) The Group changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;
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b) The Group chose the accounting policy from options permitted by the standards;
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c) The accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;
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d) The accounting policy relates to an area for which the Group is required to make significant judgements or assumptions in applying an accounting policy, and the Group discloses those judgements or assumptions; or
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e) The accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.
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2) Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Group may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group has assessed that the application of other standards and interpretations will not have a material impact on the Group’s financial position and financial performance.
- c. The IFRSs in issue but not yet endorsed and issued into effect by the FSC.
| New IFRSs Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Effective Date Announced by IASB (Note 1) |
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| To be determined by IASB January 1, 2024 (Note 2) January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
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1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
The amendments stipulate that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses control of a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to an associate or joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated. Also, when the Group loses control of a subsidiary that does not contain a business but retains significant influence or joint control over an associate or a joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated.
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2) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (referred to as the “2020 amendments”) and “Non-current Liabilities with Covenants” (referred to as the “2022 amendments”)
The 2020 amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right.
The 2020 amendments also stipulate that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date. The 2022 amendments further clarify that only covenants with which an entity is required to comply on or before the reporting date should affect the classification of a liability as current or non-current. Although the covenants to be complied with within twelve months after the reporting period do not affect the classification of a liability, the Group shall disclose information that enables users of financial statements to understand the risk of the Group that may have difficulty complying with the covenants and repay its liabilities within twelve months after the reporting period.
The 2020 amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32 “Financial Instruments: Presentation”, the aforementioned terms would not affect the classification of the liability.
- 3) Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback”
The amendments clarify that the liability that arises from a sale and leaseback transaction - that satisfies the requirements in IFRS 15 to be accounted for as a sale - is a lease liability to which IFRS 16 applies. However, if the lease in a leaseback that includes variable lease payments that do not depend on an index or rate, the seller-lessee shall measure lease liabilities arising from a leaseback in a way that it does not recognize any amount of the gain or loss that relates to the right of use it retains. Seller-lessee subsequently recognizes in profit or loss the difference between the payments made for the lease and the lease payments that reduce the carrying amount of the lease liability.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact of the application of other standards and interpretations on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- 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 IFRSs as endorsed and issued into effect by the FSC.
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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:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for the asset or liability.
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c. Classification of current and non-current assets and liabilities
Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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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:
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1) Liabilities held primarily for the purpose of trading;
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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
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3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
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).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition up to the effective date of disposal, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
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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 12 and Table 6 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.
Non-monetary items measured at fair value that are denominated in foreign currencies 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 items that are measured at historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the functional currencies of the Company and its foreign operations (including subsidiaries, associates, joint ventures and branches in other countries that use 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.
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.
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 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.
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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. 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.
- Construction in progress
Construction in progress is initially recorded at cost. Prior to the completion, the borrowing costs directly attributable to construction in progress 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 construction is 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 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 and joint ventures.
Under the equity method, investments in an associate and a joint venture are 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 and joint venture. The Group also recognizes the changes in the Group’s share of the equity of associates and joint ventures 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 or a joint venture 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 and joint venture 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 and joint venture. 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. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required if the investee had 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.
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When the Group’s share of losses of an associate and a joint venture equals or exceeds its interest in that associate and joint venture (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 and joint venture), the Group discontinues recognizing its share of further losses. 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 and joint venture.
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 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 and a joint venture. 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 and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required if that associate had 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 a group entity transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Group’s consolidated financial statements only to the extent that interests in the associate and the joint venture are not related to the Group.
- h. Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and subsequent accumulated impairment loss.
Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such properties are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Freehold land is not depreciated.
Depreciation on 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 method are reviewed at the end of each reporting period, with the effect of any changes in estimate 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 rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
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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 the 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.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
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j. Intangible assets
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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 life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in 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
At the end of each reporting period, the Group reviews the carrying amounts of its tangible 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.
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 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 for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
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l. Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, and the sale should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.
When the Group is committed to a sale plan involving the disposal of an investment or a portion of an investment in an associate or a joint venture, only the investment or the portion of the investment that will be disposed of is classified as held for sale when the classification criteria are met, and the Group discontinues the use of the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for using the equity method. If the Group ceases to have significant influence or joint control over the investment after the disposal takes place, the Group accounts for any retained interest that has not been classified as held for sale in accordance with the accounting policies for financial instruments.
Non-current assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.
m. Financial instruments
Financial assets and financial liabilities are recognized when a group entity 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 issue 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 settlement 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 debt instruments and equity instruments at FVTOCI.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is 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, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 30.
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ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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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.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost and debt investments with no active market, are measured at amortized cost, which equals the gross carrying amount determined by 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.
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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.
- 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
Except the financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.
Financial liabilities held for trading are stated at fair value, and any gains or losses on such financial liabilities are recognized in other gains or losses. Fair value is determined in the manner described in Note 30.
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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) Convertible bonds
The component parts of compound instruments (i.e., convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.
4) 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, interest rate swaps.
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 that is 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.
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n. 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.
o. 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.
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 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 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 Group uses the lessee’s incremental borrowing rate.
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.
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p. Borrowing costs
Borrowing costs directly attributable to the 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.
- q. 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 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 for which the grants are intended 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.
r. 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 and net interest on the net defined benefit liability (asset)) are recognized as employee benefit expenses in the period they occur, when the plan amendment or curtailment 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 liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. 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.
- 26 -
s. 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 arrangements, 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 only recognized 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 they 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 tax 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 tax 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.
- 27 -
5. CRITICAL 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 about 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 less than three months) Time deposits Repurchase agreements collateralized by bonds |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 1,179 3,367,422 274,009 580,000 $ 4,222,610 |
2021 $ 1,115 3,069,037 251,493 310,000 $ 3,631,645 |
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 ** |
|---|---|
| 2022 2021 0.001%-2.85% 0.0001%-0.35% 0.98%-4.13% 0.35%-3.71% 1.02% 0.24%-0.25% |
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 Mutual funds Hybrid financial assets Structured deposits (a) |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 3,662 20,350 287 393,151 413,788 $ 417,450 |
2021 $ 2,399 - 191,487 529,142 720,629 $ 723,028 (Continued) |
- 28 -
| Financial assets at FVTPL-non-current Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Redemption options on 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 ** | |
|---|---|---|---|
| 2022 $ - $ 13,620 |
2021 $ 1,080 $ 1,383 (Concluded) |
-
a. The structured time deposit contract includes an embedded derivative instrument which is not closely related to the host contract. The entire contract is assessed and classified mandatorily 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 contracts and exchange contracts not under hedge accounting were as follows:
| Contract Amount | |||
|---|---|---|---|
| Currency | Maturity Date | (In Thousands) | |
| December 31, 2022 | |||
| Sell | USD/RMB | 2023.01.30-112.04.26 | USD10,000/RMB70,227 |
| Sell | USD/JPY | 2023.01.04-112.01.10 | USD2,500/JPY334,823 |
| Exchange contracts | USD/NTD | 2023.01.09-112.03.29 | USD29,000/NTD900,640 |
| Foreign exchange forward | USD/NTD | 2023.01.10 | USD3,000/NTD99,000 |
| contracts | |||
| December 31, 2021 | |||
| Sell | USD/RMB | 2022.01.27-2022.04.27 | USD10,500/RMB67,946 |
| Sell | USD/JPY | 2022.01.24 | USD2,000/JPY229,263 |
| Knock-out forward | USD/JPY | 2022.02.14 | USD2,000/JPY231,150 |
| Exchange contracts | USD/NTD | 2022.01.18-2022.04.18 | USD14,000/NTD387,709 |
| Foreign exchange forward | USD/NTD | 2022.01.03-2022.02.16 | USD10,000/NTD280,250 |
| contracts |
The Group entered into foreign exchange forward contracts and exchange contracts during the years ended December 31, 2022 and 2021 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 by using hedge accounting.
- 29 -
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| Non-current Domestic investments Listed shares UPI Semiconductor Corp. ordinary shares Emerging market shares UPI Semiconductor Corp. ordinary shares Unlisted shares Foreign investments Unlisted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 262,122 - 213,170 475,292 187,241 $ 662,533 |
2021 $ - 1,399,268 77,466 1,476,734 233,358 $ 1,710,092 |
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.
The shares of UPI Semiconductor Corp. were first listed on the emerging market of OTC starting on March 12, 2021 and then began to be listed on TWSE on January 3, 2022. The transfers of financial assets measured at fair value are set out in Note 30.
In 2022, the Group sold its shares in UPI Semiconductor Corp. in order to manage credit concentration risk. The shares sold had a fair value of $178,498 thousand and its related unrealized gain of $151,993 thousand was transferred from other equity to retained earnings.
In 2022, the Group disposed of QST Products LL’s common stock, the related unrealized loss on financial assets at fair value through other comprehensive income of $5,019 thousand was transferred to retained earnings as a reduction.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Domestic investments Pledge deposits (a) Time deposits with original maturities of more than 3 months (b) Non-current Domestic investment Time deposits with original maturities of more than 1 year (b) |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 70,259 281,718 $ 351,977 $ - |
2021 $ 60,916 72,270 $ 133,186 $ 135,907 |
-
30 -
-
a. Refer to Note 32 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 1.68%-4.125% and 3.91%-4.38% per annum as of December 31, 2022 and 2021, respectively.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Notes receivable - operating Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 32,131 (6) $ 32,125 $ 3,538,129 (13,497) $ 3,524,632 |
2021 $ 4,685 (6) $ 4,679 $ 4,048,803 (13,488) $ 4,035,315 |
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.
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. In addition, a 100% allowance for loss is recognized for accounts receivable when the overdue period exceeds 120 days and for which no other credit guarantee is provided.
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.
- 31 -
The following table details the loss allowance of notes receivable and trade receivables based on the Group’s provision matrix.
December 31, 2022
Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost December 31, 2021 Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Not Past Due 0.30% $ 3,332,503 (10,032) $ 3,322,471 Not Past Due 0.3% $ 3,804,496 (11,253) $ 3,793,243 |
1 to 60 Days 61 to 120 Days 121 to 180 Days Over 180 Days 0.27%-2.84% 22.93%-34.39% 100% 100% $ 230,679 $ 7,078 $ - $ - (1,037) (2,434) - - $ 229,642 $ 4,644 $ - $ - 1 to 60 Days 61 to 120 Days 121 to 180 Days Over 180 Days 0.9% 5% 100% 100% $ 248,992 $ - $ - $ - (2,241) - - - $ 246,751 $ - $ - $ - |
Total $ 3,570,260 (13,503) $ 3,556,757 Total $ 4,053,488 (13,494) $ 4,039,994 |
|---|---|---|---|
The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: Impairment loss recognized Less: Impairment losses reversed Foreign exchange gains and losses Balance at December 31 |
2022 $ 13,494 - (39) 48 $ 13,503 |
2021 $ 13,506 4 - (16) $ 13,494 |
|---|---|---|
11. INVENTORIES
| Finished goods Work in process Raw materials Supplies and spare parts Merchandise Buildings and land held for sale |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 620,212 446,386 769,022 137,716 475,972 250,413 $ 2,699,721 |
2021 $ 582,087 436,873 635,358 112,785 405,775 466,411 $ 2,639,289 |
The cost of crystal inventories recognized as cost of goods sold for 2022 and 2021 included $8,066,061 thousand and $8,956,703 thousand, respectively. The cost of goods sold for 2022 and 2021 included inventory write-downs of $18,949 and $16,370 thousand, respectively.
The cost of real estate inventories recognized as cost of goods sold for 2022 and 2021 included $72,789 thousand and $660,919 thousand, respectively.
- 32 -
The construction in progress is the payment made by Chongqing Zhongyang Properties Co., Ltd. to acquire the land use right in Chongqing Gao-Shing District to develop and sell real estate in 2012. Chongqing Zhongyang Properties Co., Ltd. has obtained the title deed of real estate issued by Chongqing Association of land and real estate resources during 2013. The construction began in 2018 and later its related revenue was recognized after completion in April 2021.
The details of the building and land held for sale are as follows:
| Area Jing Yuan Area Jing Yuan |
December 31, 2022 |
|---|---|
| Buildings and Land Held for Sale Contract Liabilities - Current $ 250,413 $ 40 December 31, 2021 |
|
| Buildings and Land Held for Sale Contract Liabilities - Current $ 466,411 $ 10,814 |
The information about transferring from building and land held for sale, to investment properties, because the purpose of use was changed. Please refer to Note 17.
The information about capitalization of interest are set out in Note 24.
12. SUBSIDIARIES
Subsidiary Included in Consolidated Financial Statements
The detail information of the subsidiaries at the end of reporting period was as follows:
| Investor Investee Business Nature 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 |
Percentage of Ownership at December 31 2022 2021 Note 100 100 a 100 100 b 100 100 c 100 100 e 100 100 j 100 100 d (Continued) |
|---|---|
- 33 -
| Investor Investee Business Nature 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 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 |
Percentage of Ownership at December 31 2022 2021 Note 100 100 f 100 100 g 100 100 h 100 100 i 100 100 l 100 100 k 100 - m |
|---|---|
(Concluded)
-
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.
-
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.
-
34 -
-
l. TETC CORP. NINGBO was incorporated on December 30, 2020 in Ningbo, China.
-
m. Shanghai JCH Co., Ltd was registed on October 13, 2022 in Shanghai, China.
13. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
| Domestic investments Unlisted shares Godsmith Sensor Inc. |
December | 31 | |
|---|---|---|---|
| 2022 $ - |
2021 $ 6,979 |
In November 2020, the Company’s board of directors approved to dispose of 24% shares of Godsmith Sensor Inc. and expected to complete the sale within twelve months. Accordingly, the Company has reclassified Godsmith Sensor Inc. as non-current assets held for sale, and were presented separately in the accompanying balance sheets.
For the years ended December 31, 2022 and 2021, the Group had sold 100 thousand and 1,450 thousand shares in Godsmith Sensor Inc. at fair value of $1,745 thousand and $27,338 thousand and were recognized as loss on disposal $249 thousand and $1,575 thousand, respectively.
As of December 31, 2022, the Group still held 250 thousand shares. The financial assets were assessed to no longer meet the definition of non-current assets held for sale and therefore reclassified as financial assets at fair value through other comprehensive income on the consolidated balance sheet.
14. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
| Investments in associates a. Investment in associates Associates that are not individually material The Group’s share of: Profit from continuing operations Other comprehensive income (loss) Total comprehensive income for the year |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 2021 $ 458,607 $ 431,301 **December 31 ** |
|||
| 2022 $ 401,707 **For the Year Ended ** |
2021 $ 391,214 **December 31 ** |
||
| 2022 $ 24,867 3,230 $ 28,097 |
2021 $ 21,323 (922) $ 20,401 |
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.
- 35 -
In 2021, the Group subscribed 367 thousand ordinary shares of Tai-Shing for cash which amount to $14,166 thousand; after the subscription, the Group’s percentage of ownership in Tai-Shing was 33.34%. The Group recognized goodwill of $5,339 thousand as cost of investments in associates.
b. Investment joint ventures
| Joint ventures that are not individually material The Group’s share of: Loss from continuing operations Total comprehensive loss for the year |
**December ** | **31 ** | |
|---|---|---|---|
| 2022 2021 $ 56,900 $ 40,087 **For the Year Ended December 31 ** |
|||
| 2022 $ (7,742) $ (7,742) |
2021 $ (7,559) $ (7,559) |
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 ventures.
15. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2021 Additions Disposals Reclassified as intangible assets Transfer to inventories Effect of foreign currency exchange differences Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Disposals Depreciation expense Impairment losses Transfer to inventories Effect of foreign currency exchange differences Balance at December 31, 2021 Carrying amount at December 31, 2021 Cost Balance at January 1, 2022 Additions Disposals Reclassified from investment properties Transfer from prepayment of facilities Effect of foreign currency exchange differences Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Disposals Depreciation expense Impairment losses Reclassified from investment properties Effect of foreign currency exchange differences Balance at December 31, 2022 Carrying amount at December 31, 2021 and January 1, 2022 Carrying amount at December 31, 2022 |
Freehold Land $ 593,855 28,000 - - - - $ 621,855 $ - - - - - - $ - $ 621,855 $ 621,855 - - - - - $ 621,855 $ - - - - - - $ - $ 621,855 $ 621,855 |
Land Improvements $ 1,599 680 - - - - $ 2,279 $ 900 - 309 - - - $ 1,209 $ 1,070 $ 2,279 745 - - - - $ 3,024 $ 1,209 - 372 - - - $ 1,581 $ 1,070 $ 1,443 |
Buildings $ 2,607,379 394,220 (268,150 ) - - (4,506) $ 2,728,943 $ 1,345,469 (268,150 ) 135,793 - - (2,006) $ 1,211,106 $ 1,517,837 $ 2,728,943 48,796 (17,836 ) 5,930 - 16,158 $ 2,781,991 $ 1,211,106 (17,836 ) 149,840 - 3,668 6,929 $ 1,353,707 $ 1,517,837 $ 1,428,284 |
Machinery and Equipment $ 8,734,385 1,618,950 (631,666 ) - - (22,617) $ 9,699,052 $ 5,916,127 (596,166 ) 850,854 2,606 - (15,579) $ 6,157,842 $ 3,541,210 $ 9,699,052 1,053,663 (95,597 ) - 393,996 76,204 $ 11,127,318 $ 6,157,842 (90,446 ) 999,813 1,749 - 42,922 $ 7,111,880 $ 3,541,210 $ 4,015,438 |
Transportation Equipment O $ 20,583 1,943 (1,290 ) - - (87) $ 21,149 $ 13,849 (1,290 ) 2,607 - - (57) $ 15,109 $ 6,040 $ 21,149 4,063 (1,116 ) - - 258 $ 24,354 $ 15,109 (597 ) 2,442 - - 183 $ 17,137 $ 6,040 $ 7,217 |
ffice Equipment $ 362,059 55,917 (28,641 ) - (57 ) (2,012) $ 387,266 $ 237,367 (27,104 ) 35,959 - (29 ) (1,606) $ 244,587 $ 142,679 $ 387,266 50,457 (14,292 ) - - 3,900 $ 427,331 $ 244,587 (13,885 ) 46,031 - - 2,673 $ 279,406 $ 142,679 $ 147,925 |
Property in Construction $ 2,440 13,110 - (2,424 ) - 11 $ 13,137 $ - - - - - - $ - $ 13,137 $ 13,137 84,687 - - - (244) $ 97,580 $ - - - - - - $ - $ 13,137 $ 97,580 |
Total $ 12,322,300 2,112,820 (929,747 ) (2,424 ) (57 ) (29,211) $ 13,473,681 $ 7,513,712 (892,710 ) 1,025,522 2,606 (29 ) (19,248) $ 7,629,853 $ 5,843,828 $ 13,473,681 1,242,411 (128,841 ) 5,930 393,996 96,276 $ 15,083,453 $ 7,629,853 (122,764 ) 1,198,498 1,749 3,668 52,707 $ 8,763,711 $ 5,843,828 $ 6,319,742 |
|---|---|---|---|---|---|---|---|---|
- 36 -
The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
Land improvements 5-7 years Buildings Industrial building 3-51 years Electrical power systems 3-51 years Engineering systems 3-51 years Equipment Major production equipment 3-15 years Temperature control systems 4-7 years Transportation equipment 4-7 years Transportation equipment 4-5 years Office equipment 3-5 years
Property, plant and equipment pledged as collateral for bank borrowings were set out on Note 32.
16. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amount Land Buildings Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Transportation equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 199,547 5,727 710 $ 205,984 **For the Year Ended ** |
2021 $ 201,375 6,544 1,160 $ 209,079 **December 31 ** |
||
| 2022 $ - $ 4,654 2,618 448 $ 7,720 |
2021 $ 123,059 $ 3,021 2,631 449 $ 6,101 |
Right-of-use assets pledged as collateral for bank borrowings were set out in Note 32.
- 37 -
b. Lease liabilities
| Carrying amount Current Non-current |
December | 31 | |
|---|---|---|---|
| 2022 $ 3,088 3,399 $ 6,487 |
2021 $ 3,051 4,685 $ 7,736 |
Range of discount rates for lease liabilities was as follows:
| Buildings Transportation equipment |
December 31 |
|---|---|
| 2022 2021 0.86%-1.27% 0.86%-1.27% 0.86% 0.86% |
- 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 | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 207 $ (3,258) |
2021 $ 223 $ (118,495) |
The Group leases certain 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 | Completed | |
|---|---|---|
| Investment | ||
| Properties | ||
| Cost | ||
| Balance at January 1, 2021 | $ | 90,548 |
| Disposals | (1,350) | |
| Transferred from inventories | 454,365 | |
| Effect of foreign currency exchange differences | 669 | |
| Balance at December 31, 2021 | $ | 544,232 |
| (Continued) |
- 38 -
| Completed | |
|---|---|
| Investment | |
| Properties | |
| Accumulated depreciation and impairment | |
| Balance at January 1, 2021 | $ (42,465) |
| Disposals | 1,350 |
| Depreciation expense | (8,892) |
| Effect of foreign currency exchange differences | 143 |
| Balance at December 31, 2021 | $ (49,864) |
| Carrying amount at December 31, 2021 | $ 494,368 |
| Cost | |
| Balance at January 1, 2022 | $ 544,232 |
| Disposals | (300) |
| Transferred from inventories | 92,595 |
| Transferred to property, plant and equipment | (5,930) |
| Effect of foreign currency exchange differences | 6,733 |
| Balance at December 31, 2022 | $ 637,330 |
| Accumulated depreciation and impairment | |
| Balance at January 1, 2022 | $ (49,864) |
| Disposals | 300 |
| Transferred to property, plant and equipment | 3,668 |
| Depreciation expense | (19,592) |
| Effect of foreign currency exchange differences | (496) |
| Balance at December 31, 2022 | $ (65,984) |
| Carrying amount at December 31, 2022 | $ 571,346 |
| (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, 2022 and 2021 was $1,085,198 thousand and $1,152,787 thousand, respectively. The fair value valuation had not been performed by independent qualified professional valuers; however, 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 32.
- 39 -
18. BORROWINGS
a. Short-term borrowings
Secured borrowings (Note 32) Bank loans Unsecured borrowings Bank loans Letters of credit |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 43,651 359,869 110,230 470,099 $ 513,750 |
2021 $ 130,461 432,047 - 432,047 $ 562,508 |
The interest rate on the letters of credit were 1.2%-3.65% and 3.44%-3.85% per annum as of December 31, 2022 and 2021, respectively.
- b. Short-term bills payable
| December 31 2022 2021 Bank acceptances $ - $ 86,974 Outstanding short-term bills payable were as follows: December 31, 2021 Promissory Institution Nominal Amount Discount Amount Carrying Amount Interest Rate Collateral Carrying Amount of Collateral Bank acceptances Bank of Ningbo RMB 20,000 $ - $ 86,974 3.6% - $ - Long-term borrowings December 31 2022 2021 Unsecured borrowings Bank loans $ 2,413,385 $ 1,955,302 Less: Current portions (890,785) (280,343) Long-term borrowings $ 1,522,600 $ 1,674,959 |
**December ** | **December ** | **31 ** | ||
|---|---|---|---|---|---|
| 2021 $ 86,974 Carrying Amount of Collateral $ - **31 ** |
|||||
| 2022 $ 2,413,385 (890,785) $ 1,522,600 |
2021 $ 1,955,302 (280,343) $ 1,674,959 |
c. Long-term borrowings
- 40 -
The borrowings of the Group were as follows:
| Detail of Borrowing Unsecured bank borrowing denominated in NT$ Maturity date: 2025.01.03 Principle is paid monthly since January 15, 2021 Unsecured bank borrowing denominated in NT$ Maturity date: 2025.01.03 Principle is paid monthly since January 15, 2021 Unsecured bank borrowing denominated in NT$ Maturity date: 2025.01.03 Principle is paid monthly since January 15, 2021 Unsecured bank borrowing denominated in NT$ Maturity date: 2025.04.01 Principle is paid monthly since March 15, 2023 Unsecured bank borrowing denominated in NT$ Maturity date: 2025.04.15 Principle is paid monthly since May 15, 2023 Unsecured bank borrowing denominated in NT$ Maturity date: 2024.09.15 Principle is paid monthly since September 15, 2022 Unsecured bank borrowing denominated in US$ Maturity date: 2024.09.15 Principle is paid monthly since September 15, 2022 Unsecured bank borrowing denominated in US$ Maturity date: 2024.09.15 Principle is paid monthly since September 15, 2022 Unsecured bank borrowing denominated in NT$ Maturity date: 2025.01.03 Principle is paid monthly since March 15, 2021 Unsecured bank borrowing denominated in NT$ Maturity date: 2026.08.17 Principle is paid monthly since September 15, 2022 Unsecured bank borrowing denominated in NT$ Maturity date: 2024.08.03 Principle is repaid at maturity Unsecured bank borrowing denominated in NT$ Maturity date: 2024.08.03 Principle is repaid at maturity Unsecured bank borrowing denominated in NT$ Maturity date: 2024.08.03 Principle is repaid at maturity Secured bank borrowing denominated in RMB Maturity date: 2027.11.01 Principle is repaid semi-annually per agreement of RMB250 thousand, from April 19, 2024 to April 19, 2026; per agreement of RMB500 thousand, from April 19, 2026 to the maturity date Unsecured bank borrowing denominated in RMB Maturity date: 2023.08.31 Principle is repaid semi-annually per agreement of RMB100 thousand, from November 30, 2022 to the maturity date. |
December 31 |
|---|---|
| 2022 2021 $ 50,000 $ 75,000 75,000 112,500 75,000 112,500 300,000 300,000 200,000 200,000 168,000 200,000 252,000 300,000 84,000 100,000 52,174 78,261 183,333 200,000 100,000 - 300,000 - 300,000 - 39,180 - 43,210 - (Continued) |
- 41 -
| Detail of Borrowing Unsecured bank borrowing denominated in RMB Maturity date: 2023.09.08 Principle is repaid semi-annually per agreement of RMB100 thousand, from December 8, 2022 to the maturity date. Unsecured bank borrowing denominated in RMB Maturity date: 2023.11.01 Principle is repaid semi-annually per agreement of RMB500 thousand, from February 1, 2023 to the maturity date. Unsecured bank borrowing denominated in RMB Maturity date: 2023.11.08 Principle is repaid semi-annually per agreement of RMB500 thousand, from February 8, 2023 to the maturity date. Unsecured bank borrowing denominated in NT$ Maturity date: 2023.09.06 Principle is repaid at maturity Unsecured bank borrowing denominated in US$ Maturity date: 2022.02.26 Principle is repaid at maturity Unsecured bank borrowing denominated in US$ Maturity date: 2023.09.24 Principle is repaid at maturity Less: Current portions |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 43,210 43,651 43,210 - - 61,417 (890,785) $ 1,522,600 |
2021 $ - - - 180,000 41,589 55,452 (280,343) $ 1,674,959 (Concluded) |
The range of interest rates on bank loans was 0.725%-5.49% and 0.1%-1.2% per annum as of December 31, 2022 and 2021, respectively.
19. BONDS PAYABLE
| Unsecured domestic convertible bonds Less: Discount on bonds payable |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,200,000 (16,727) $ 1,183,273 |
2021 $ 1,200,000 (27,279) $ 1,172,721 |
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 shall be adjusted to $122.9 per share starting from July 23, 2022.
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.
- 42 -
| 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) Interest charged at an effective interest rate Liability component at December 31, 2021 Interest charged at an effective interest rate Liability component at December 31, 2022 |
$ 1,194,573 (28,431) 2,040 1,168,182 4,539 1,172,721 10,552 $ 1,183,273 |
|---|---|
20. OTHER LIABILITIES
| Current Other payables Payables for bonus to employees and directors Payables for commission Payables for salaries Payables for bonus Payables for annual leave Payables for purchase of equipment Others Deferred revenue Arising from government grants (Note 27) Non-current Deferred revenue Arising from government grants (Note 27) |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 393,658 25,232 147,661 506,933 47,364 138,135 162,996 $ 1,421,979 $ 38,817 $ 108,191 |
2021 $ 413,264 24,273 166,626 472,609 43,683 212,665 146,912 $ 1,479,312 $ 23,717 $ 70,772 |
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.
- 43 -
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 liability |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 182,628 (147,425) $ 35,203 |
2021 $ 192,025 (130,236) $ 61,789 |
Movements in net defined benefit liability (asset) were as follows:
| Present Value | ||||
|---|---|---|---|---|
| of the Defined | Net Defined | |||
| Benefit | Fair Value of | Benefit | ||
| Obligation | the Plan Assets | Liability (Asset) |
||
| Balance at January 1, 2021 |
$ 179,235 |
$ (115,675) |
$ | 63,560 |
| Service cost | ||||
| Current service cost | 1,466 | - | 1,466 | |
| Net interest expense (income) |
896 |
(611) |
285 | |
| Recognized in profit or loss |
2,362 |
(611) |
1,751 | |
| Remeasurement | ||||
| Return on plan assets (excluding amounts | ||||
| included in net interest) | - | (1,395) | (1,395) | |
| Actuarial (gain) loss - changes in | ||||
| demographic assumptions | 4,578 | - | 4,578 | |
| Actuarial (gain) loss - changes in financial | ||||
| assumptions | (2,533) | - | (2,533) | |
| Actuarial (gain) loss - experience | ||||
| adjustments |
9,523 |
- |
9,523 | |
| Recognized in other comprehensive income |
11,568 |
(1,395) |
10,173 | |
| Contributions from the employer | - | (13,695) | (13,695) | |
| Benefits paid |
(1,140) |
1,140 |
- | |
| Balance at December 31, 2021 |
192,025 |
(130,236) |
61,789 | |
| (Continued) |
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| Present Value | Present Value | |||||
|---|---|---|---|---|---|---|
| of the Defined | Net Defined | |||||
| Benefit | Fair Value of | Benefit | ||||
| Obligation | the Plan Assets | Liability (Asset) |
||||
| Service cost | ||||||
| Current service cost |
$ | 1,340 |
$ | - |
$ | 1,340 |
| Past service cost loss (gain) on settlement | (458) | 460 | 2 | |||
| Net interest expense (income) |
1,200 |
(857) |
343 | |||
| Recognized in profit or loss |
2,082 |
(397) |
1,685 | |||
| Remeasurement | ||||||
| Return on plan assets (excluding amounts | ||||||
| included in net interest) | (9,662) | (9,662) | ||||
| Actuarial (gain) loss - changes in | ||||||
| demographic assumptions | 1,120 | - | 1,120 | |||
| Actuarial (gain) loss - changes in financial | ||||||
| assumptions | (7,329) | - | (7,329) | |||
| Actuarial (gain) loss - experience | ||||||
| adjustments |
1,358 |
- |
1,358 | |||
| Recognized in other comprehensive income |
(4,851) |
(9,662) |
(14,513) | |||
| Contributions from the employer | - | (13,758) | (13,758) | |||
| Benefits paid |
(6,628) |
6,628 |
- | |||
| Balance at December 31, 2022 |
$ | 182,628 |
$ (147,425) |
$ | 35,203 |
|
| (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 |
|---|---|---|---|
| 2022 $ 880 122 243 440 $ 1,685 |
2021 $ 900 128 282 441 $ 1,751 |
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 plan’s debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
-
45 -
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 ** |
|---|---|
| 2022 2021 1.50% 0.625% 2.50% 2.00% |
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 will decrease/increase) 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 | |
|---|---|---|---|
| 2022 $ (4,510) $ 4,679 $ 4,551 $ (4,409) |
2021 $ (5,022) $ 5,219 $ 5,059 $ (4,895) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| The expected contributions to the plan for the next year The average duration of the defined benefit obligation |
December | 31 | |
|---|---|---|---|
| 2022 $ 13,560 10.2 years |
2021 $ 13,884 10.7 years |
22. EQUITY
- a. Share capital
Ordinary shares
| Numbers of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 500,000 $ 5,000,000 309,757 $ 3,097,570 |
2021 500,000 $ 5,000,000 309,757 $ 3,097,570 |
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 authorized shares were reserved for the issuance of convertible bonds and employee share options.
- 46 -
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 | |
|---|---|---|---|
| 2022 $ 611,776 977,028 73,377 331 15,627 3,409 28,431 $ 1,709,979 |
2021 $ 611,776 977,028 73,377 331 2,712 3,129 28,431 $ 1,696,784 |
- 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 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 in accordance with the laws and regulations, 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 distribution of dividends and bonuses to shareholders. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to employee benefits expense 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.
Appropriation of earnings to the 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.
- 47 -
Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.
The appropriations of earnings for 2021 and 2020 were approved in the shareholders’ meetings on May 31, 2022 and July 20, 2021, respectively. The appropriations and dividends per share were as follows:
| Legal reserve Special reserve Cash dividends |
Appropriation of Earnings For Fiscal For Fiscal Year 2021 Year 2020 $ 310,870 $ 155,246 (346,761) (177,611) 2,323,178 1,177,077 |
Dividends Per Share (NT$) |
|---|---|---|
| For Fiscal For Fiscal Year 2021 Year 2020 $ - $ - - - 7.5 3.8 |
The appropriations of earnings for 2022 have been proposed by the board of directors on March 6, 2023 were as follows:
| Appropriation | Appropriation | Dividends Per | Dividends Per | |
|---|---|---|---|---|
| of | Earnings | Share | (NT$) | |
| Legal reserve | $ | 296,435 | $ | - |
| Special reserve | 143,070 | - | ||
| Cash dividends | 2,168,299 | 7 |
The appropriation of earnings for 2022 is subject to the resolution of the shareholders’ meeting to be held on May 30, 2023.
d. Other equity items
- 1) Exchange differences on translating the financial statements of foreign operations
Balance at January 1 Exchange differences on translating the financial statements of foreign operations Share of exchange differences of associates accounted for using the equity method Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ (559,579) 106,056 3,000 $ (450,523) |
2021 $ (523,275) (35,567) (737) $ (559,579) |
- 48 -
2) Unrealized gain (loss) on financial assets at FVTOCI
Balance at January 1 Recognized during the period Unrealized loss - equity instruments Share from associates accounted for using the equity method Other comprehensive income recognized in the period Cumulative unrealized gain/(loss) of equity instruments transferred to retained earnings due to disposal Balance at December 31 REVENUE Revenue from contracts with customers Revenue from sale of goods Construction contract revenue Trade receivables (Note 10) Contract liabilities Construction of properties Sale of goods |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 2021 $ 1,357,362 $ 176,513 (902,903) 1,180,893 (32) (44) (902,935) 1,180,849 (146,974) - $ 307,453 $ 1,357,362 For the Year Ended December 31 |
|||
| 2022 $ 13,104,001 65,687 $ 13,169,688 $ 3,524,632 $ 40 12,116 $ 12,156 |
2021 $ 14,261,153 983,698 $ 15,244,851 $ 4,035,315 $ 10,814 15,654 $ 26,468 |
23. REVENUE
The contract liabilities were unearned sales revenue and accounted for other current liabilities.
24. NET PROFIT AND OTHER COMPREHENSIVE INCOME (LOSS) FROM CONTINUING OPERATIONS
Net profit from continuing operations was attributable to:
- a. Interest income
Bank deposits Financial assets at amortized cost Others |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 13,398 10,516 3,521 $ 27,435 |
2021 $ 8,819 10,668 1,385 $ 20,872 |
- 49 -
b. Other income
Income from government grants Dividends income Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 124,887 11,486 37,389 $ 173,762 |
2021 $ 96,622 2,682 75,080 $ 174,384 |
c. Other gains and losses
Loss on disposal of non-current assets held for sale 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 Depreciation of investment properties Others |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2022 $ (249) 7,560 3,869 436,249 (1,749) (19,592) (33,431) $ 392,657 |
2021 $ (1,575) 2,507 21,740 75,755 (2,606) (8,892) (32,298) $ 54,631 |
d. Finance costs
Interest on bank loans Interest on convertible bonds Interest on lease liabilities The detail of capitalization of interest: The amount of capitalization of interest Interest rate of capitalization of interest |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 2021 $ 38,222 $ 36,955 10,552 4,539 73 59 $ 48,847 $ 41,553 For the Year Ended December 31 |
|||
| 2022 $ - - |
2021 $ 4,416 6.18% |
- 50 -
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 (see 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 |
|---|---|---|---|
| 2022 2021 $ 1,198,498 $ 1,025,522 19,592 8,892 7,720 6,101 22,825 15,823 $ 1,248,635 $ 1,056,338 $ 924,733 $ 870,804 281,485 160,819 19,592 8,892 $ 1,225,810 $ 1,040,515 $ 120 $ - 22,705 15,823 $ 22,825 $ 15,823 For the Year Ended December 31 |
|||
| 2022 $ 117,200 1,685 118,885 2,552,911 145,149 59,806 2,757,866 $ 2,876,751 $ 1,650,335 1,226,416 $ 2,876,751 |
2021 $ 100,342 1,751 102,093 2,602,784 126,034 57,080 2,785,898 $ 2,887,991 $ 1,617,854 1,270,137 $ 2,887,991 |
f. Employee benefits expense
-
51 -
-
g. Employees’ compensation and remuneration of directors for 2022 and 2021
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, 2022 and 2021 which were been approved by the Company’s board of directors on March 6, 2023 and March 7, 2022, respectively, were as follows:
Accrual rate
Employees’ compensation Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2022 2021 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 ** |
|---|---|---|
| 2022 Cash Share $ 330,344 $ - 55,057 - |
2021 | |
| Cash Share $ 354,226 $ - 59,038 - |
If there is a change in the amounts after the annual consolidated 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 consolidated financial statements for the years ended December 31, 2021 and 2020.
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
a. The major components of tax expense were as follows:
Current tax In respect of the current period Income tax on unappropriated earnings Adjustments for prior year Deferred tax In respect of the current period Income tax expense recognized in profit or loss |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 559,719 19,766 (22,162) 557,323 10,520 $ 567,843 |
2021 $ 603,377 - (41,846) 561,531 18,328 $ 579,859 |
- 52 -
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: Nondeductible 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 Effect of tax rate changes 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 |
|---|---|---|---|
| 2022 $ 3,373,347 $ 674,669 8,768 (7,271) 79,672 19,766 1,287 1,095 (124,274) (54,647) (22,162) (9,060) $ 567,843 |
2021 $ 3,696,843 $ 739,369 3,350 (4,801) 37,854 - 606 (15,378) (101,436) (37,859) (41,846) - $ 579,859 |
- 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 ** |
|---|---|---|---|
| 2022 $ (2,904) |
2021 $ (2,035) |
c. Current tax assets and liabilities
| Current tax liabilities Income tax payable |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 204,057 |
2021 $ 330,380 |
- 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, 2022
| Recognize in | Recognize in | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Other | ||||||||||
| Opening | Recognize in | Compre- | Exchange | Closing | ||||||
| Balance | Profit or Loss | hensive Income |
Differences | Balance | ||||||
| Deferred tax assets | ||||||||||
| Unrealized loss on inventories |
$ | 7,738 |
$ | 688 | $ | - |
$ | 9 |
$ | 8,435 |
| Unrealized exchange loss | 7 | 11,329 | - | - | 11,336 | |||||
| Payable for annual leave | 7,701 | 335 | - | 27 | 8,063 | |||||
| (Continued) |
- 53 -
| Determine benefit obligation Property, plant and equipment Financial liabilities at fair value through profit or loss Deferred revenue Others Deferred tax liabilities Associates Unrealized loss on inventories 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 $ 14,722 $ (2,415) $ (2,904) 3,045 (412) - 1,882 2,100 - 10,437 695 - 4,447 1,597 - $ 49,979 $ 13,917 $ (2,904) $ 70,598 $ 8,920 $ - 34 (34) - - 552 - 22,824 14,999 - $ 93,456 $ 24,437 $ - |
Exchange Differences Closing Balance $ - $ 9,403 44 2,677 27 4,009 141 11,273 31 6,075 $ 279 $ 61,271 $ - $ 79,518 - - (3) 549 242 38,065 $ 239 $ 118,132 (Concluded) |
|---|---|---|
| For the year ended December 31, 2021 Opening Balance Recognize in Profit or Loss Recognize in Other Compre- hensive Income Deferred tax assets Unrealized loss on inventories $ 7,797 $ (56) $ - Unrealized exchange loss 7,432 (7,425) - Payable for annual leave 5,300 2,406 - Determine benefit obligation 15,076 (2,389) 2,035 Property, plant and equipment 1,001 2,044 - Financial liabilities at fair value through profit or loss 291 1,588 - Deferred revenue - 10,415 - Others 2,995 1,465 - $ 39,892 $ 8,048 $ 2,035 Deferred tax liabilities Associates $ 67,032 $ 3,566 $ - Unrealized loss on inventories - 34 - Property, plant and equipment - 22,776 - $ 67,032 $ 26,376 $ - |
Exchange Differences $ (3) - (5) - - 3 22 (13) $ 4 $ - - 48 $ 48 |
Closing Balance $ 7,738 7 7,701 14,722 3,045 1,882 10,437 4,447 $ 49,979 $ 70,598 34 22,824 $ 93,456 |
|---|---|---|
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 loss on inventories Property, plant and equipment |
- e. Income tax assessments
The income tax returns through 2020, except 2019, have been assessed by the tax authorities.
- 54 -
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 |
|---|---|---|---|
| 2022 $ 2,805,504 8,442 $ 2,813,946 |
2021 $ 3,116,984 4,539 $ 3,121,523 |
Weighted average number of ordinary shares outstanding (in thousand shares):
Weighted average number of ordinary shares in computation of basic earnings per share Effect of dilutive potential 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 |
|---|---|---|---|
| 2022 309,757 9,764 4,645 324,166 |
2021 309,757 1,623 3,683 315,063 |
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
For the year ended December 31, 2022 and 2021, the Group received a government grant of $92,084 thousand and $119,122 thousand for its investment of equipment, respectively. The amount was recognized as deferred revenue and subsequently transferred to profit or loss over the useful life of the related asset.
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.
- 55 -
29. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments
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 that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2022 Financial assets at FVTPL Domestic listed shares Foreign exchange forward contracts and exchange contracts Mutual funds Structured deposits Financial liabilities at FVTPL Foreign exchange forward contracts and exchange contracts Financial assets at FVTOCI Domestic listed shares Domestic unlisted shares Foreign unlisted shares December 31, 2021 Financial assets at FVTPL Redemption options on convertible bonds Foreign exchange forward contracts and exchange contracts Mutual funds Structured deposits Financial liabilities at FVTPL Foreign exchange forward contracts and exchange contracts |
Level 1 $ 20,350 - 287 - $ 20,637 $ - $ 262,122 - - $ 262,122 Level 1 $ - - 191,487 - $ 191,487 $ - |
Level 2 $ - 3,662 - 393,151 $ 396,813 $ 13,620 $ - - - $ - Level 2 $ 1,080 2,399 - 529,142 $ 532,621 $ 1,383 |
Level 3 $ - - - - $ - $ - $ - 213,170 187,241 $ 400,411 Level 3 $ - - - - $ - $ - |
Total $ 20,350 3,662 287 393,151 $ 417,450 $ 13,620 $ 262,122 213,170 187,241 $ 662,533 Total $ 1,080 2,399 191,487 529,142 $ 724,108 $ 1,383 (Continued) |
|---|---|---|---|---|
- 56 -
| Financial assets at FVTOCI Domestic emerging shares Domestic unlisted shares Foreign unlisted shares |
Level 1 $ 1,399,268 - - $ 1,399,268 |
Level 2 $ - - - $ - |
Level 3 $ - 77,466 233,358 $ 310,824 |
Total $ 1,399,268 77,466 233,358 $ 1,710,092 (Concluded) |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 in the current and prior periods of 2022 and 2021.
- 2) Reconciliation of Level 3 fair value measurements of financial assets
For the year ended December 31, 2022
| Financial assets Balance at January 1, 2022 Purchase Reclassified from non-current assets held for sale Recognized in other comprehensive income Effect of foreign currency exchange differences Balance at December 31, 2022 For the year ended December 31, 2021 |
Financial Assets at FVTPL Equity Instruments $ - - - - - $ - |
Financial Assets at FVTOCI |
|---|---|---|
| Equity Instruments $ 310,824 25,360 4,985 55,745 3,497 $ 400,411 |
| Balance at January 1, 2021 Purchase Disposal Transfer to Level 1 Recognized in other comprehensive income Effect of foreign currency exchange differences Balance at December 31, 2021 |
Financial Assets at FVTPL Equity Instruments $ 9,255 - (9,255) - - - $ - |
Financial Assets at FVTOCI |
|---|---|---|
| Equity Instruments $ 525,304 5,359 - (113,446) (104,928) (1,465) $ 310,824 |
Since the UPI Semiconductor Corp.’s shares were listed on the Taipei Exchange on March 12, 2021, the fair value hierarchy was transferred from Level 3 to Level 1 when observable market data became available for such equity investment.
-
57 -
-
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 Structured deposits 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. 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 Binomial tree valuation model. Binomial tree valuation model were evaluated by the observable closing price of the stocks, volatility, risk-free interest rate, risk discount rate, and liquidity risk at the balance sheet date. |
- 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.
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 on the table below. An increase in long-term revenue growth rates or long-term pre-tax operating margin or a decrease in WACC or discount for lack of marketability used in isolation would result in increase in fair value.
- 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 at FVTPL (3) Amortized cost (4) |
December 31 |
|---|---|
| 2022 2021 $ 417,450 $ 724,108 8,223,316 8,019,825 662,533 1,710,092 13,620 1,383 6,814,283 7,422,413 |
-
58 -
-
1) The balances included the carrying amount of beneficiary certificate, foreign exchange forward contracts and exchange contracts, structured deposits, redemption options on convertible bonds and investment of equity instruments.
-
2) The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables and refundable deposits.
-
3) The balances included the carrying amount of foreign exchange forward contracts and exchange contracts.
-
4) The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term bills payable, bonds payable, trade payables, other payables and guarantee deposits received.
-
d. Financial risk management objectives and policies
The Group’s major financial instruments included equity and debt investments, bonds payable, borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group sought 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 Group’s policies approved by the board of directors, which provided written principles on foreign exchange 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 was 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 reported quarterly to the Group’s risk management committee, an independent body that monitors risks and policies implemented to mitigate risk exposures.
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.
- a) Foreign currency risk
Several subsidiaries of the Company had foreign currency sales and purchases, which exposed 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 (see Note 34).
Sensitivity analysis
The Group was mainly exposed to the USD and JPY.
- 59 -
The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (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 strengthening 1% against the relevant currency. For a 1% weakening 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 2022 2021 $ 33,590 $ 41,987 |
JPY Impact (ii) |
|---|---|---|
| For the Year Ended December 31 |
||
| 2022 2021 $ (3,392) $ (2,966) |
-
i. This was mainly attributable to the exposure outstanding on USD non-money items, which were not hedged at the end of the reporting period.
-
ii. This was mainly attributable to the exposure to outstanding JPY, which were not hedged, at the end of the reporting period.
-
b) Interest rate risk
The Group was exposed to interest rate risk because the Group’s bank deposits and the Group borrowed funds at floating interest rates.
The carrying amount 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 |
|---|---|
| 2022 2021 $ 1,164,521 $ 786,559 3,474,901 2,763,792 3,408,887 3,112,326 635,507 1,013,713 |
Sensitivity analysis
The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
- 60 -
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, 2022 and 2021 would increase/(decrease) by $6,933 thousand and $5,247 thousand, which was mainly attributable to the Group’s exposure to interest rates on 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. As 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.
The Group relies on bank borrowings as a significant source of liability. As of December 31, 2022 and 2021, the Group had available unutilized overdraft and short-term bank loan facilities of approximately $6,774,251 thousand and $6,909,081 thousand, respectively.
- Liquidity and interest risk rate tables
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed 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 included 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 floating rate, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.
December 31, 2022
| Weighted | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Interest | ||||||||||
| Average | ||||||||||
| Effective Rate | Less Than | |||||||||
| (%) | 1 Year | 2-3 Years | 4-5 | Years | 5+ Years | Total | ||||
| Non-derivative financial | ||||||||||
| liabilities | ||||||||||
| Trade payables | - |
$ 1,209,119 | $ | - |
$ | - | $ | - | $ 1,209,119 | |
| Other payables | - |
1,423,229 | - | - | - | 1,423,229 | ||||
| Lease liabilities | 0.86-1.27 | 3,088 | 3,399 | - | - | 6,487 |
||||
| Variable interest rate | ||||||||||
| liabilities | 0.725-0.975 | 248,087 |
354,087 | 33,333 | - | 635,507 |
||||
| Fixed interest rate | ||||||||||
| liabilities | 0.90-5.49 |
1,156,448 | 2,279,272 | 39,181 | - | 3,474,901 |
- 61 -
December 31, 2021
| Weighted | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Interest | ||||||||||
| Average | ||||||||||
| Effective Rate | Less Than | |||||||||
| (%) | 1 Year | 2-3 Years | 4-5 Years | 5+ Years | Total | |||||
| Non-derivative financial | ||||||||||
| liabilities | ||||||||||
| Trade payables | - |
$ 2,091,611 | $ | - |
$ | - | $ | - | $ 2,091,611 | |
| Other payables | - |
1,482,807 | - | - | - | 1,482,807 | ||||
| Lease liabilities | 0.86-1.27 | 3,051 | 4,685 | - | - | 7,736 |
||||
| Variable interest rate | ||||||||||
| liabilities | 0.30-3.85 | 142,754 | 755,626 | 115,333 | - | 1,013,713 | ||||
| Fixed interest rate | ||||||||||
| liabilities | 0.10-4.10 | 787,071 | 1,940,721 | 36,000 | - | 2,763,792 |
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
- Liquidity and interest rate risk tables for non-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, 2022
| On Demand or Less Than 1 Month 1-3 Months 3 Months to 1 Year Net settled Foreign exchange forward contracts and exchange contracts$ (1,551) $ (9,098) $ 688 December 31, 2021 On Demand or Less Than 1 Month 1-3 Months 3 Months to 1 Year Net settled Foreign exchange forward contracts and exchange contracts$ 1,024 $ 84 $ (92) |
1-5 Years $ - 1-5 Years $ - |
5+ Years $ - |
|---|---|---|
| 5+ Years $ - |
- 62 -
30. RELATED-PARTY TRANSACTIONS
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 below.
| Related Party Name Tai-shing Electronics Components Corp. TSE Technology (Ningbo) Co., Ltd. EcLife Co., Ltd. Ningbo Longying Semiconductor Co., Ltd. PETER LIN |
Relationship with the Company |
|---|---|
| Associate Associate Other associate Other associate Chairman of the Company |
- a. Sales of goods
Associates Other associate Chairman of the Company |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 73,936 12,339 12,896 $ 99,171 |
2021 $ 115,221 11,903 - $ 127,124 |
Selling prices and payment terms offered to related parties were similar with those offered to third parties.
- b. Purchase of goods
Other associates |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2022 $ 2,873 |
2021 $ 14,409 |
Purchase prices and payment terms offered by related parties were similar with those offered by third parties.
- c. Operating expenses
Other associates |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 2,033 |
2021 $ 3,237 |
- d. Commission revenue
Associates Other associates |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 1,505 - $ 1,505 |
2021 $ 2,456 49 $ 2,505 |
- 63 -
e. Rental revenue
| Related Party Location Rent Collection Ningbo Xingmao Electron Technology Co., Ltd. 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 December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2022 Amount % to Total Account Balance $ 4,558 - 177 - 3,518 - $ 8,253 |
2021 | |||
| Amount % to Total Account Balance $ 2,976 - 124 - 3,576 - $ 6,676 |
There is no significant difference in transaction terms between related parties and unrelated parties.
- f. Trade receivables from related parties (excluding loans to related parties)
| Associates Other associates Less: Allowance for impairment loss |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 8,171 1,748 (68) $ 9,851 |
2021 $ 27,256 3,706 (68) $ 30,894 |
The outstanding trade receivables from related parties are unsecured.
- g. Trade payables to related parties (excluding loans from related parties)
| Other associates |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 622 |
2021 $ 2,140 |
The outstanding trade payables to related parties are unsecured.
Payment terms of the transactions to related parties were similar to those for third parties.
- h. Other receivables from related parties
Associates Other |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 635 8 $ 643 |
2021 $ 1,154 25 $ 1,179 |
- 64 -
i. Other payables to related parties
| Other associates j. Prepayments for facility Other associates |
December 31 | December 31 | |
|---|---|---|---|
| 2022 2021 $ 1,250 $ 3,495 December 31 |
|||
| 2022 $ 4,357 |
2021 $ 4,247 |
| k. Acquisition of property, plant and equipment Other associates l. Compensation of key management personnel Short-term benefits Post-employment benefits |
Acquisition Amounts | Acquisition Amounts | |
|---|---|---|---|
| 2022 $ 16,106 For the Year Ended |
2021 $ 7,563 December 31 |
||
| 2022 $ 186,665 3,671 $ 190,336 |
2021 $ 204,921 3,978 $ 208,899 |
The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.
31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings:
| Building equipment, net Investment property Pledge deposits Right-of-use assets |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 247,376 13,147 70,259 10,710 $ 341,492 |
2021 $ 284,332 16,775 60,916 10,931 $ 372,954 |
- 65 -
32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2022 and 2021 were as follows:
-
a. As of December 31, 2022, unused letters of credit amounted to approximately JPY11,058 thousand and EUR339 thousand.
-
b. 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, related construction matters are still under design and planning. On April 19, 2022, the Company signed a construction contract and the total contract amount and paid amount are as follows:
| Property, plant and equipment |
Contract Amount RMB 101,880 |
Paid Amount Unpaid Amount RMB 15,560 RMB 86,320 |
|---|---|---|
- c. As of December 31, 2022, the Company unrecognized commitments are as follows:
| Acquisition of equipment Acquisition of equipment Acquisition of equipment Acquisition of equipment |
Contract Amount $ 83,380 RMB 36,242 JPY 115,200 USD 798 |
Paid Amount Unpaid Amount $ 37,722 $ 45,658 RMB 9,388 RMB 26,854 JPY 25,600 JPY 89,600 USD 642 USD 156 |
|---|---|---|
33. SIGNIFICANT EVENTS AFTER REPORTING PERIOD: NONE
34. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The significant financial assets and liabilities of entities in Group denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
Unit: In Thousands of Foreign Currencies and New Taiwan Dollars
December 31, 2022
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currency | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 139,256 |
30.7080 (USD:NTD) | $ 4,276,273 |
| USD | 4,148 | 6.9646 (USD:RMB) | 127,377 |
|
| JPY | 533,718 | 0.2324 (JPY:NTD) | 124,036 |
|
| JPY | 306,521 | 0.0527 (JPY:RMB) | 71,245 |
|
| JPY | 110,132 | 0.0076 (JPY:USD) | 25,595 |
|
| (Continued) |
- 66 -
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currency | Exchange Rate | Amount | ||
| Financial liabilities | ||||
| Monetary items | ||||
| USD | $ | 25,887 |
30.7080 (USD:NTD) $ | 794,938 |
| USD | 8,133 | 6.9646 (USD:RMB) | 249,748 | |
| JPY | 1,338,747 | 0.2324 (JPY:NTD) | 311,125 | |
| JPY | 974,054 | 0.0527 (JPY:RMB) | 226,370 | |
| JPY | 97,085 | 0.0076 (JPY:USD) | 22,563 | |
| (Concluded) | ||||
| December 31, 2021 | ||||
| Foreign | Carrying | |||
| Currency | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 149,297 |
27.69 (USD:NTD) $ | 4,134,034 |
| USD | 18,499 | 6.3674 (USD:RMB) | 512,237 | |
| JPY | 655,609 | 0.2406 (JPY:NTD) | 157,740 | |
| JPY | 593,346 | 0.0553 (JPY:RMB) | 142,759 | |
| JPY | 779,162 | 0.0087 (JPY:USD) | 187,466 | |
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 11,401 | 27.69 (USD:NTD) | 315,694 | |
| USD | 4,764 | 6.3674 (USD:RMB) | 131,915 | |
| JPY | 1,524,360 | 0.2406 (JPY:NTD) | 366,761 | |
| JPY | 1,353,526 | 0.0553 (JPY:RMB) | 325,658 | |
| JPY | 382,816 | 0.0087 (JPY:USD) | 92,106 |
For the years ended December 31, 2022 and 2021, unrealized net foreign exchange gains were $436,249 thousand and $75,755 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 group entities.
35. SEPARATELY DISCLOSED ITEMS
-
a. Information on significant transactions and information on investees:
-
1) Lending funds to others. (None)
-
2) Providing endorsements or guarantees for others. (None)
-
3) Holding of securities at the end of the period. (Table 1)
-
4) Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid-in capital or more. (None)
-
67 -
-
5) Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more. (None)
-
6) Disposal of real estate reaching NT$300 million or 20 percent of paid-in capital or more. (None)
-
7) Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more. (Table 2)
-
8) Trade receivables from related parties reaching NT$100 million or 20 percent of paid-in capital or more. (Table 3)
-
9) Trading in derivative instruments. (Note 7)
-
10) Others: The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them. (Table 7)
-
11) Information on investees. (Table 4)
-
b. 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, shareholding ratio, investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, 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 area, 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 period.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
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 period and the purposes.
-
e) The highest balance, the end of period 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 period 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 (None)
-
68 -
36. 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:
Crystal
a. Segment revenues and results
| Crystal segment Real estate development segment Continuing operations Interest income Other income Other gains and losses Financial costs Share of profit or loss of subsidiaries, associates and joint ventures 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 |
|||||
| 2022 $ 13,104,001 65,687 $ 13,169,688 |
2021 $ 14,261,153 983,698 $ 15,244,851 |
2022 $ 2,804,395 6,819 2,811,214 27,435 173,762 392,657 (48,847) 17,126 $ 3,373,347 |
2021 $ 3,209,567 265,178 3,474,745 20,872 174,384 54,631 (41,553) 13,764 $ 3,696,843 |
Segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales for the years ended December 31, 2022 and 2021.
Segment profit represented the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profits of associates, gain recognized on the disposal of interest in former associates, rental revenue, interest income, gain or loss on disposal of property, plant and equipment, gain or loss on disposal of financial instruments, exchange gain or loss, valuation gain or loss 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.
- b. Revenue from major products and services
| Crystals Oscillators Construction contract revenue Others |
2022 $ 9,932,466 2,455,314 65,687 716,221 $ 13,169,688 |
2021 $ 10,911,520 2,297,518 983,698 1,052,115 $ 15,244,851 |
|---|---|---|
-
69 -
-
c. Geographical information
The Group’s operates in two principal geographical areas - Taiwan and China.
The Group’s revenue from continuing operations from external customers and information about its non-current assets by geographical location are detailed below:
Taiwan Asia America Europe Others |
Revenue from External Customers For the Year Ended December 31 2022 2021 $ 632,320 $ 743,598 11,802,007 13,941,998 462,159 321,142 249,953 215,536 23,249 22,577 $ 13,169,688 $ 15,244,851 |
Revenue from External Customers For the Year Ended December 31 2022 2021 $ 632,320 $ 743,598 11,802,007 13,941,998 462,159 321,142 249,953 215,536 23,249 22,577 $ 13,169,688 $ 15,244,851 |
Non-current Assets | Non-current Assets | |
|---|---|---|---|---|---|
| December 31 | |||||
| 2022 $ 632,320 11,802,007 462,159 249,953 23,249 $ 13,169,688 |
2022 $ 3,019,491 4,235,131 - - 1,760 $ 7,256,382 |
2021 $ 2,976,992 4,126,754 - - 1,311 $ 7,105,057 |
Non-current assets included property, plant and equipment, intangible assets and other assets but excluded deferred tax assets and financial instruments.
- d. Major customer information
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 ** |
|---|---|---|---|
| 2022 $ 2,502,897 |
2021 $ 2,325,125 |
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TABLE 1
TXC CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2022 (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, 2022 | Note | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value | |||||||
| TXC Corporation TXC (Ningbo) Corporation TXC (Chongqing) Corporation Ningbo Beilun Jingyu Trading Corporation Ningbo Meishan Free Trade Port Area Ding Kai Investment Management Company Limited |
Stock-unlisted company Godsmith Sensor Inc RFIC Technology Corporation Win Precision Technology Co., Ltd. Gallopwave Inc. Stock-list company UPI Semiconductor Corp. Stock-listed company United Microelectronics Corporation Shares overseas-unlisted company Ningbo SJ Electronics Co., Ltd. Structured deposits China Construction Bank Agricultural Bank of China China CITIC Bank China Minsheng Bank Beneficiary certificate Southern Cash Fund Shares overseas-unlisted company Zhejiang Bright Semiconductor Technology Co., Ltd. |
None TXC Corporation is a director of the Company None ″ ″ A director of one of the TXC Corporation’s director 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 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 |
800 3,334 1,625 5,000 1,106 500 567 RMB 7,002 RMB 11,579 RMB 37,279 RMB 10,002 RMB 64 7,004 |
$ 4,833 12,009 190,879 5,449 262,122 20,350 $ 495,642 $ 55,654 $ 30,875 51,052 164,368 44,101 $ 290,396 $ 278 $ 131,587 |
4 12 3 10 1 - 5 - - - - - 3 |
$ 4,833 12,009 190,879 5,449 262,122 20,350 $ 495,642 $ 55,654 $ 30,875 51,052 164,368 44,101 $ 290,396 $ 278 $ 131,587 |
|||
| (Continued) |
- 71 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | **December ** | 31, 2022 | Note | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value | |||||||
| Chongqing Zhongyang Properties Co., Ltd. ChongQing Dingsen Commercial Management Co., Ltd. |
Structured deposits Chongqing Rural Commercial Bank Structured deposits China Construction Bank Corporation |
None None |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
RMB 22,950 RMB 355 |
$ 101,191 $ 1,564 |
- - |
$ 101,191 $ 1,564 |
(Concluded)
- 72 -
TABLE 2
TXC CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2022
(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/S ale |
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 Purchase Sale |
$ 2,470,783 568,885 1,208,967 293,984 174,670 131,019 |
37 5 18 4 8 3 |
No significant differences with the third parties. ″ ″ ″ ″ ″ |
Its trading price depends on its function within the Group ″ ″ ″ ″ ″ |
No significant differences with the third parties. ″ ″ ″ ″ ″ |
$ (571,918) 176,871 (275,148) (76,537) (49,135) 28,733 |
(42) 6 (20) (6) (8) 3 |
- 73 -
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, 2022
(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 |
TXC (Ningbo) Corporation TXC Corporation TXC Corporation |
Subsidiary Parent entity Parent entity |
$ 176,871 571,918 275,148 |
3.96 4.19 4.05 |
$ - - - |
- - - |
$ 101,950 415,593 154,998 |
$ - - - |
- 74 -
TABLE 4
TXC CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ON WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCE DECEMBER 31, 2022
(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 | Balance | as of December 31, 2022 | as of December 31, 2022 | Net Income (Losses) of the Investee |
Equity in the Earnings (Losses) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
Shares (In Thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| TXC Corporation | Taiwan Crystal Technology International Ltd. Taiwan Crystal Technology International (HK) Limited TXC Japan Corporation TXC Technology Inc. Tai-Shing Electronics Components Corporation TXC Europe GmbH |
Western Samoa Hong Kong Japan U.S.A. Taiwan Germany |
Investment management International trading Marketing activities Marketing activities Manufacture and sales of electronics products Marketing activities |
$ 1,390,461 2,371 6,172 9,879 373,432 1,746 |
$ 1,390,461 2,371 6,172 9,879 373,432 1,746 |
42,835 80 2 300 8,802 50 |
100.00 100.00 100.00 100.00 33.34 100.00 |
$ 7,094,310 192,258 31,590 21,826 401,707 9,000 |
$ 993,971 44 2,173 2,014 74,584 4,050 |
$ 967,172 44 2,173 2,014 24,867 4,050 |
- 75 -
TABLE 5
TXC CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars or U.S. Dollars)
- 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 | Total Amount of Paid-in Capital |
Method of Investment |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2022 (In Thousand) |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2022 (In Thousand) |
Investee Company Current Net Income |
Percentage of Ownership |
Investment Income (Loss) Recognized |
Carrying Amount as of December 31, 2022 |
Accumulated Inward Remittance of Earnings as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | |||||||||||||
| 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 1,162,074 433,440 684,908 7,090 220,006 160,043 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 - - - - - - - - |
$ 993,988 141,860 388,509 222 236 (21,741) 1 (4,379) (9) |
100.00 100.00 100.00 100.00 100.00 32.91 100.00 100.00 100.00 |
$ 993,988 141,860 388,509 222 236 (7,742) 1 (4,379) (9) |
$ 7,149,193 1,647,704 938,616 813,437 6,210 56,900 131,857 (1,221) 2,197 |
$ 1,039,001 306,500 - - - - - - - |
||
| The limited amounts of the investment in mainland China | ||||||||||||||
| Accumulated Investment in Mainland China as of December 31, 2022 |
Investment Amounts Authorized by the Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA |
||||||||||||
| $ 1,427,630 | $ 2,350,052 | $ - |
- 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.
- 76 -
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, 2022 (In Thousands of New Taiwan Dollars)
- Significant direct or indirect transactions with the investees, prices and terms of payment, unrealized gain or loss:
| Company Name | Related Party | Transaction Type |
Transaction Details | Transaction Details | Accounts/Notes Receivable/Payable |
Accounts/Notes Receivable/Payable |
Unrealized Gain or Loss |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percentage (%) |
Price | Payment Term | Compared with Terms of Third Parties |
Balance | % | ||||
| TXC Corporation | TXC (Ningbo) Corporation TXC (Ningbo) Corporation TXC (Chongqing) Corporation TETC CORP. NINGBO |
Purchase Sale Purchase Purchase |
$ 2,470,783 568,885 1,208,967 293,984 |
37 5 18 4 |
Its trading price depends on its function within the Group ″ ″ ″ |
Similar with third parties ″ ″ ″ |
Its trading price depends on its function within the Group ″ ″ ″ |
$ (571,918) 176,871 (275,148) (76,537) |
(42) 6 (20) (6) |
$ 30,028 6,517 16,054 2,882 |
-
The transactions of properties and the profit or loss: None.
-
Endorsements guarantees or collateral directly or indirectly provided to the investees: None
-
Financings directly or indirectly provided to the investees: None
-
Other transactions that significantly impacted the current year’s profit or loss or financial position: None
-
77 -
TABLE 7
TXC CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
For the year ended December 31, 2021
| No. | Company Name | Counterparty | Nature of Relationship (Note 1) |
Intercompany Transactions | Intercompany Transactions | Intercompany Transactions | |
|---|---|---|---|---|---|---|---|
| Accounts | Amount | Terms (Note 2) |
Percentage of Consolidated Total Gross Sales or Total 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 Purchase |
$ 568,885 2,470,783 176,871 571,918 1,208,967 275,148 293,984 |
a a a a a a a |
4 19 1 3 9 1 2 |
| 1 | TXC (Ningbo) Corporation | TXC (Chongqing) Corporation TETC CORP. NINGBO |
c c |
Purchase Sales |
174,670 131,019 |
c c |
1 1 |
-
Note 1: a. Represent the transactions from parent company to subsidiary.
-
c. Represent the transactions between subsidiaries.
-
Note 2: In 2022, the selling price and purchasing price were not significantly different from those of third parties, except 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.
- 78 -