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TYNTEK — Interim / Quarterly Report 2024
Dec 14, 2024
52074_rns_2024-12-14_8684405e-2511-4efe-a310-a6c58e567ef8.pdf
Interim / Quarterly Report
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TYNTEK Corporation and Its Subsidiaries
Consolidated Financial Statements and Independent Auditors’ Review Report For the Three Months Ended March 31, 2024 and 2023
Address: No. 15, Kezhong Rd., Zhunan Township, Miaoli County, Hsinchu Science Park TEL: (037)582997
For the convenience of readers and for information purposes only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancies between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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Table of Contents
| Item I. Cover II. Table of Contents III. Independent Auditors' Review Report IV. Consolidated balance sheet V. Consolidated Statements of Comprehensive Income VI. Consolidated Statements of Changes Equity VII. Consolidated Statements of Cash Flows VIII. Notes to consolidated financial statements (I) Organization and operations (II) The Authorization of Financial Statements (III) Application of New and Revised International Financial Reporting Standards (IV) Summary of Significant Accounting Policies (V) Critical Accounting Judgements and Key Sources of Estimation and Uncertainty (VI) Summary of Significant Accounting Items (VII) Related party transactions (VIII) Pledged Assets (IX) Significant Contingent Liabilities and Unrecognized Commitments (X) Significant assets and liabilities denominated in foreign currencies (XI) Additional Disclosures 1. Information about significant transactions 2. Information about investees 3. Information on investments in Mainland China 4. Information on major shareholders (XII) Segments Information |
Page 1 2 3~4 5 6~8 9 10~11 12 12 12~14 14~16 16~17 17~53 53~56 56 56 57~58 58 58 58~59 59, 68 59~60 |
No. of Notes of Financial Statements |
|---|---|---|
| - - - - - - - I II III. IV V VI~XXXII XXXIII XXXIV XXXV XXXVI XXXVII XXXVII XXXVII XXXVII XXXVIII |
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Independent Auditors' Review Report
To TYNTEK Corporation,
Introduction
We have reviewed the accompanying consolidated balance sheets of TYNTEK Corporation (the “Company”) and its subsidiaries (collectively, the “Group”) for the three months ended March 31, 2024 and 2023 and the relevant consolidated statements of comprehensive income, changes in equity and cash flows for the three months then ended, and relevant notes, including a summary of significant accounting policies “(collectively referred to as the consolidated financial statements)”. It is the management's responsibility to prepare the consolidated financial statements that fairly present the Group’s consolidated financial position in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standard (IAS) 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China. Our responsibility is to draw conclusions on the consolidated financial statements per the review results.
Scope
Except as stated in the Basis for Qualified Conclusion paragraph, we conducted the review in accordance with the "Review of Financial Statements" of the Auditing Standard No. 2410. The procedures to be carried out in reviewing the consolidated financial statements include inquiry (mainly with the person in charge of financial and accounting affairs), analytical procedures and other review procedures. The scope of a review is substantially smaller than that of an audit and therefore does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As mentioned in Note 13 to the consolidated financial statements, the non-material subsidiaries’ financial statements for the same period included in the above consolidated financial statements have not been reviewed by us, and their total assets as at March 31, 2024
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and 2023 were NT$476,935,000 and NT$774,086,000, respectively, accounting for 10% and 15% of the total consolidated assets, respectively; total liabilities were NT$11,148,000 and NT$166,363,000, respectively, representing 1% and 12% of the total consolidated liabilities, respectively; total consolidated comprehensive income (loss) for the three months ended March 31, 2024 and 2023 was NT$ 17,089,000 and NT$7,264,000, respectively, accounting for 267% and (23)% of the total consolidated comprehensive income (loss), respectively. As stated in Note 13 to the consolidated financial statements, the balances of investments using the equity method as at March 31, 2024 and 2023 were NT$242,964,000 and NT$189,074,000, respectively; the investment income for the three months ended March 31, 2024 and 2023 was NT$645,000 and NT$3,651,000, respectively. In addition, Note 37 to the consolidated financial statements discloses the relevant information on the investees, and the information on said investees was not reviewed by the CPAs.
Qualified Conclusion
According to our review results, except that the financial statements of non-material subsidiaries and associates described in the Basis for Qualified Conclusion paragraph may result in adjustment to the consolidated financial statements and the information on investees if reviewed by us, we have determined that the foregoing consolidated financial statements have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC, with a fair presentation of the Group’s consolidated financial position as of March 31, 2024 and 2023 as well as consolidated financial performance and consolidated cash flows for three months ended March 31, 2024 and 2023.
Deloitte Taiwan CPA Fang, Su-Li CPA Chen, Ming-Hui
The Financial Supervisory Commission Securities and Futures Commission Approval R.O.C. Approved No. Document No. Jing-Guang-Zheng-Liu No. 0940161384 Tai-Cai-Zeng-VI No. 0930128050
May 8, 2024
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TYNTEK Corporation and Its Subsidiaries Consolidated balance sheet As of March 31, 2024, December 31, 2023, and March 31, 2023
| Code 1100 1110 1136 1150 1170 1180 1200 1220 130X 1410 1476 1479 11XX 1517 1535 1550 1600 1755 1780 1840 1915 1920 1980 1990 15XX 1XXX |
Asset CURRENT ASSETS Cash and cash equivalents (Notes 6 and 32) Financial assets at FVTPL - Current (Notes 7 and 32) Financial assets at amortized cost - current (Notes 9, 32 and 34) Notes receivable, net (Notes 10 and 32) Net accounts receivable (Notes 10, 25, and 32) Accounts receivable - related parties, net (Notes 10, 25, 32 and 33) Other receivables (Notes 10 and 32) Current tax assets Inventories (Note 11) Prepayments (Note 17) Other financial assets - current (Notes 18, 32, and 3 4) Other current assets - others (Note 18) Total current assets non-current assets Financial assets at FVTOCI -non-current (Notes 8 and 32) Financial assets at amortized cost - non-current (Notes 9, 32, and 34) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14 and 34) Right-of-use assets (Note 15) Other intangible assets (Note 16) Deferred tax assets (Note 27) Pre-payments for equipment (Note 35) Refundable deposits (Note 32) Other financial assets - non-current (Notes 18, 32, and 34) Other non-current assets - others (Note 18) Total non-current assets Total assets |
March 31,2024 Amount % $ 1,042,189 21 201,953 4 45,982 1 124 - 641,943 13 62,497 1 8,956 - 1,250 - 609,674 13 18,065 1 - - 1,343 - 2,633,976 54 66,408 1 - - 242,964 5 1,838,168 38 63,528 1 11,688 - 44,107 1 1,290 - 324 - - - 2,244 - 2,270,721 46 $ 4,904,697 100 |
December 31,2023 Amount % $ 1,189,849 22 221,471 4 48,439 1 15,145 - 672,249 13 39,125 1 11,609 - 1,370 - 783,230 15 26,156 - 2,511 - 1,314 - 3,012,468 56 61,327 1 - - 186,898 4 1,896,813 36 95,719 2 12,431 - 51,772 1 17,446 - 3,406 - 4,506 - 7,793 - 2,338,111 44 $ 5,350,579 100 |
March 31,2023 Amount % $ 1,233,367 23 258,359 5 4,141 - 11,651 - 610,618 12 49,125 1 46,271 1 - - 786,866 15 17,623 - 2,503 - 2,489 - 3,023,013 57 51,757 1 6,524 - 189,074 4 1,808,954 34 105,238 2 6,367 - 43,212 1 71,770 1 3,410 - - - 6,477 - 2,292,783 43 $ 5,315,796 100 |
Code 2100 2120 2130 2150 2170 2180 2200 2230 2280 2320 2313 2399 21XX 2540 2550 2570 2580 2630 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX |
LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 19, 32, and 34) Financial liability at FVTPL - Current (Notes 7 and 32) Contract liabilities - Current (Note 25) Notes payable (Notes 20 and 32) Accounts payable (Notes 20 and 32) Accounts payable - related parties (Notes 20, 32 and 33) Other payables (Notes 21, 32, and 33) Current tax liabilities (Note 27) Lease liabilities - current (Notes 15 and 32) Long-term liabilities due within one year (Notes 19, 32, and 34) Deferred revenue (Notes 21, 29, and 32) Other current liabilities (Note 21) Total current liabilities non-current liabilities Long-term borrowings (Notes 19, 32, and 34) Provisions - non-current (Note 22) Deferred tax liabilities (Note 27) Lease liabilities - non-current (Notes 15 and 32) Long-term deferred income (Notes 19, 29, and 32) Defined benefit liability - non-current (Note 23 Guarantee deposits received (Note 32) Total non-current liabilities Total liabilities Equity attributable to owners of the company (Note 24) Ordinary shares Capital surplus Retained earnings Statutory reserves Special reserves Cumulative profit or loss Total retained earnings Other equities Total equity attributable to owners of the company Non-controlling interests (Notes 12 and 24) Total equity Total liabilities and equity |
March 31,2024 Amount % $ 24,430 1 2,661 - - - - - 268,790 5 7,624 - 226,170 5 - - 2,759 - 178,765 4 9,177 - 12,442 - 732,818 15 300,529 6 20,092 1 5,840 - 60,235 1 519 - 14,172 - 336 - 401,723 8 1,134,541 23 3,006,223 61 245,758 5 286,048 6 46,381 1 215,590 4 548,019 11 29,844) - 3,770,156 77 - - 3,770,156 77 $ 4,904,697 100 |
December 31,2023 Amount % $ 108,410 2 - - 520 - 4,169 - 394,922 8 7,560 - 209,445 4 - - 9,793 - 207,799 4 9,746 - 13,843 - 966,207 18 381,442 7 19,894 - 525 - 85,614 2 694 - 15,063 - 333 - 503,565 9 1,469,772 27 3,006,223 56 245,261 5 286,048 5 46,381 1 291,768 6 624,197 12 37,235) ( 1) 3,838,446 72 42,361 1 3,880,807 73 $ 5,350,579 100 |
Unit: NTD thousand March 31,2023 Amount % $ 113,272 2 - - 31 - 3,585 - 292,707 6 9,156 - 148,315 3 33,212 1 13,750 - 163,983 3 11,041 - 12,448 - 801,500 15 419,687 8 18,699 - 2,396 - 90,780 2 898 - 17,361 - 354 - 550,175 10 1,351,675 25 3,006,223 57 243,887 5 286,048 5 37,523 1 396,047 7 719,618 13 40,043) ( 1) 3,929,685 74 34,436 1 3,964,121 75 $ 5,315,796 100 |
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| Amount $ 1,042,189 201,953 45,982 124 641,943 62,497 8,956 1,250 609,674 18,065 - 1,343 2,633,976 66,408 - 242,964 1,838,168 63,528 11,688 44,107 1,290 324 - 2,244 2,270,721 $ 4,904,697 |
Amount $ 1,189,849 221,471 48,439 15,145 672,249 39,125 11,609 1,370 783,230 26,156 2,511 1,314 3,012,468 61,327 - 186,898 1,896,813 95,719 12,431 51,772 17,446 3,406 4,506 7,793 2,338,111 $ 5,350,579 |
Amount $ 1,233,367 258,359 4,141 11,651 610,618 49,125 46,271 - 786,866 17,623 2,503 2,489 3,023,013 51,757 6,524 189,074 1,808,954 105,238 6,367 43,212 71,770 3,410 - 6,477 2,292,783 $ 5,315,796 |
Amount $ 24,430 2,661 - - 268,790 7,624 226,170 - 2,759 178,765 9,177 12,442 732,818 300,529 20,092 5,840 60,235 519 14,172 336 401,723 1,134,541 3,006,223 245,758 286,048 46,381 215,590 548,019 29,844) 3,770,156 - 3,770,156 $ 4,904,697 |
Amount $ 108,410 - 520 4,169 394,922 7,560 209,445 - 9,793 207,799 9,746 13,843 966,207 381,442 19,894 525 85,614 694 15,063 333 503,565 1,469,772 3,006,223 245,261 286,048 46,381 291,768 624,197 37,235) 3,838,446 42,361 3,880,807 $ 5,350,579 |
Amount $ 113,272 - 31 3,585 292,707 9,156 148,315 33,212 13,750 163,983 11,041 12,448 801,500 419,687 18,699 2,396 90,780 898 17,361 354 550,175 1,351,675 3,006,223 243,887 286,048 37,523 396,047 719,618 40,043) 3,929,685 34,436 3,964,121 $ 5,315,796 |
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Chairman: Chou, Wen-Long
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the Review Report of Deloitte & Touche on May 8, 2024) Manager: Lee, Jung-Huan
Head of Accounting: Li, Hsiao-Ping
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TYNTEK Corporation and Its Subsidiaries Consolidated Statements of Comprehensive Income For the Three Months Ended March 31, 2024 and 2023
Unit: NTD thousands; loss per share in NTD
Code 4000 Operating revenues (Notes 25 and 33) 5000 Operating cost (Notes 11, 26, and 33) 5900 Gross income from operations Operating expenses (Notes 23 and 26) 6100 Selling and marketing expenses 6200 Administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Net operating loss Non-operating income and expense 7100 Interest income (Notes 26 and 33) 7010 Other income (Note 26) 7020 Other gains or losses (Notes 26 and 30) 7050 Financial costs (Note 26) 7060 Share of profit or loss of associates accounted for using equity method (Note 13) 7000 Total non-operating income and expenses 7900 Net loss before tax 7950 Income tax income (expense) (Note 27) 8200 Net loss for this period |
January 1, 2024 to March 31,2024 Amount % $ 554,637 100 471,007 85 83,630 15 10,033 2 46,367 8 31,146 6 87,546 16 ( 3,916) ( 1) 2,923 1 2,103 - ( 6,060 ) ( 1 ) ( 2,707 ) - 645 - ( 3,096) - ( 7,012 ) ( 1 ) ( 6,777) ( 1) ( 13,789) ( 2) |
January 1, 2023 to March 31,2023 |
January 1, 2023 to March 31,2023 |
January 1, 2023 to March 31,2023 |
|---|---|---|---|---|
| % | ||||
| 100 96 4 2 8 7 17 (13) 1 - 4 - ( 1) 4 ( 9 ) 2 ( 7) |
(Continued on next page)
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(Continued from previous page)
| (Continued from previous page) | |||||
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Code Other comprehensive income 8310 Items that will not be reclassified subsequently to profit or loss: 8316 Unrealized gains (losses) on investments in equity instruments at FVTOCI 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange Differences in Translating the Financial Statements of Foreign Operations 8399 Income tax income related to the components of other comprehensive income 8300 Other comprehensive income in this period (net amount after tax) 8500 Total comprehensive income in the current period 8600 Net income (loss) attributable to: 8610 Owners of the company 8620 Non-controlling interests 8700 Total comprehensive income attributable to: 8710 Owners of the company |
January 1, 2024 to March 31,2024 Amount % $ 4,937 1 ( 1,193 ) - 4,559 - ( 912) - 7,391 1 ($ 6,398) ( 1) ( $ 16,054 ) ( 3 ) 2,265 1 ($ 13,789) ( 2) ( $ 8,663 ) ( 1 ) |
January 1, 2023 to March 31,2023 |
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| Amount $ 4,937 ( 1,193 ) 4,559 ( 912) 7,391 ($ 6,398) ( $ 16,054 ) 2,265 ($ 13,789) ( $ 8,663 ) |
Amount $ 6,340 ( 1,122 ) 1,403 ( 281) 6,340 ($ 31,474) ( $ 36,754 ) ( 1,060) ($ 37,814) ( $ 30,414 ) |
% | |||
1 - - - 1 ( 6) ( 7 ) - ( 7) ( 6 ) |
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| 8720 Non-controlling interests ( Loss per share (Note 28) 9710 Basic ( 9810 Diluted ( |
2,265 $ 6,398) ( $ 0.05) $ 0.05) |
- ( 1) ( ( ( |
1,060) $ 31,474) ( $ 0.12) $ 0.12) |
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|---|---|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the Review Report of Deloitte & Touche on May 8, 2024)
Chairman: Chou, Wen-Long Manager: Lee, Jung-Huan Accounting Supervisor: Li, Hsiao-Ping
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TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Changes Equity
For the Three Months Ended March 31, 2024 and 2023
Unit: NTD thousand
Equity attributable to owners of the company
| Code A1 Balance at January 1, 2023 C7 Changes in associates and joint ventures accounted for using the equity method D1 Net loss from January 1, 2022 through March 31, 2023 D3 Other comprehensive income from January 1, 2023 through March 31, 2023 D5 Comprehensive income from January 1, 2023 through March 31, 2023 Z1 Balance at March 31, 2023 A1 Balance at January 1, 2024 Earning appropriation and distribution for 2023 B5 Cash dividends to shareholders C7 Changes in associates and joint ventures accounted for using the equity method D1 Net income (loss) from January 1, 2024 through March 31, 2024 D3 Other comprehensive income from January 1, 2024 through March 31, 2024 D5 Comprehensive income from January 1, 2024 through March 31, 2024 M3 Disposal of investments accounted for using equity method M7 Changes in ownership interest of subsidiary Z1 Balance at March 31, 2024 |
Share capital Shares(thousand) Amount 300,621 $ 3,006,223 - - - - - - - - 300,621 $ 3,006,223 300,621 $ 3,006,223 - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Share capital Shares(thousand) Amount 300,621 $ 3,006,223 - - - - - - - - 300,621 $ 3,006,223 300,621 $ 3,006,223 - - - - - - - - - - - - - - 300,621 $ 3,006,223 |
Capital surplus $ 243,873 14 - - - $ 243,887 $ 245,261 - ( 49 ) - - - - 546 $ 245,758 |
Retained earnings | Undistributed earnings $ 432,801 - ( 36,754 ) - ( 36,754) $ 396,047 $ 291,768 ( 60,124 ) - ( 16,054 ) - ( 16,054) - - $ 215,590 |
Other equities Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized gain (loss) on financial assets at FVTOC ( $ 19,603 ) ( $ 26,780 ) - - - - 1,122 5,218 1,122 5,218 ($ 18,481) ($ 21,562) ( $ 23,397 ) ( $ 13,838 ) - - - - - - 3,647 3,744 3,647 3,744 - - - - ($ 19,750) ($ 10,094) |
Other equities Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized gain (loss) on financial assets at FVTOC ( $ 19,603 ) ( $ 26,780 ) - - - - 1,122 5,218 1,122 5,218 ($ 18,481) ($ 21,562) ( $ 23,397 ) ( $ 13,838 ) - - - - - - 3,647 3,744 3,647 3,744 - - - - ($ 19,750) ($ 10,094) |
Total $ 3,960,085 14 36,754 ) 6,340 30,414) $ 3,929,685 $ 3,838,446 60,124 ) 49 ) 16,054 ) 7,391 8,663) - 546 $ 3,770,156 |
Non-controlling interests $ 35,496 - ( 1,060 ) - ( 1,060) $ 34,436 $ 42,361 - - 2,265 - 2,265 ( 44,626 ) - $ - |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange Differences in Translating the Financial Statements of Foreign Operations ( $ 19,603 ) - - 1,122 1,122 ($ 18,481) ( $ 23,397 ) - - - 3,647 3,647 - - ($ 19,750) |
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| Shares(thousand) 300,621 - - - - 300,621 300,621 - - - - - - - 300,621 |
Statutoryreserves $ 286,048 - - - - $ 286,048 $ 286,048 - - - - - - - $ 286,048 |
Special reserve $ 37,523 - - - - $ 37,523 $ 46,381 - - - - - - - $ 46,381 |
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$ 3,995,581 14 37,814 ) 6,340 31,474) $ 3,964,121 $ 3,880,807 60,124 ) 49 ) 13,789 ) 7,391 6,398) 44,626 ) 546 $ 3,770,156 |
The accompanying notes are an integral part of the consolidated financial statements
(Please refer to the Review Report of Deloitte & Touche on May 8, 2024)
Chairman: Chou, Wen-Long
Manager: Lee, Jung-Huan
Accounting Supervisor: Li, Hsiao-Ping
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TYNTEK Corporation and Its Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2024 and 2023
Unit: NTD thousand
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net loss before tax for this period A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expenses A20400 Net loss (gain) on financial assets and liabilities at FVTPL A20900 Financial costs A21200 Interest income A22300 Share of profit or loss of associates accounted for using equity method A23800 Loss on inventory valuation falling and obsolescence (gain on recovery) A24100 Unrealized gains on foreign currency exchange A29900 Loss from disposal of subsidiary A30000 Changes in operating assets and liabilities A31130 Note receivable A31150 Trade receivable A31180 Other receivables A31200 Inventories A31230 Pre-payments A31240 Other current assets A32130 Note payable A32125 contract liability A32150 Accounts payable A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash outflows from operating activities |
January 1, 2024 to March31,2024 ( $ 7,012 ) 71,368 744 30,352 2,707 ( 2,923 ) ( 645 ) ( 6,993 ) ( 27,785 ) 97 6,144 ( 37,976 ) 2,177 19,682 ( 5,528 ) ( 629 ) 8,889 ( 460 ) ( 76,535 ) ( 13,764 ) 198 1,599 ( 891) ( 37,184 ) ( 2,810 ) ( 304) ( 40,298) |
January 1, 2023 to March31,2023 |
|---|---|---|
| ( $ 47,246 ) 76,171 396 ( 23,599 ) 3,341 ( 2,060 ) 3,651 35,350 ( 6,753 ) - 9,923 998 20,284 ( 10,627 ) 1,016 ( 426 ) ( 2,907 ) ( 446 ) ( 11,460 ) ( 69,520 ) 255 ( 1,064 ) ( 1,501) ( 26,224 ) ( 3,397 ) ( 2,706) ( 32,327) |
(Continued on next page)
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(Continued from previous page)
| Code Cash flows from investing activities B00040 Acquisition of financial assets at amortized cost B00100 Purchase of financial assets at fair value through profit or loss B00200 Disposal of financial assets at FVTPL B02300 Net cash outflow from disposal of subsidiary B02700 Acquisition of property, plant and equipment B06500 Increase in other financial assets B07100 Decrease (increase) in pre-payments for equipment B07500 Interest received BBBB Net cash outflows from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C03000 Increase (decrease) in guarantee deposits received C04020 Repayment of the principal portion of leases CCCC Net cash inflow (outflow) from financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Decrease in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the period E00200 Balance of cash and cash equivalents at the end of the period |
January 1, 2024 to March31,2024 ( $ 87 ) ( 94,772 ) 88,160 ( 22,808 ) ( 60,920 ) - 16,014 3,437 ( 70,976) 24,118 ( 17,089 ) 4,055 ( 48,293 ) 3 ( 1,963) ( 39,169) 2,783 ( 147,660 ) 1,189,849 $ 1,042,189 |
January 1, 2023 to March31,2023 |
|---|---|---|
| ( $ 3,000 ) ( 67,351 ) 49,627 - ( 30,996 ) ( 1,500 ) ( 37,679 ) 2,134 ( 88,765) 80,695 ( 73,740 ) 36,800 ( 30,699 ) ( 39 ) ( 3,669) 9,348 2,967 ( 108,777 ) 1,342,144 $ 1,233,367 |
The accompanying notes are an integral part of the consolidated financial statements
(Please refer to the Review Report of Deloitte & Touche on May 8, 2024)
Chairman: Chou, Wen-Long Manager: Lee, Jung-Huan Accounting Supervisor: Li, Hsiao-Ping
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TYNTEK Corporation and Its Subsidiaries
Notes to consolidated financial statements
For the Three Months Ended March 31, 2024 and 2023
(In thousand of New Taiwan Dollars, Unless Stated Otherwise)
I. Organization and operations
TYNTEK Corporation (hereinafter referred to as the "Company") was incorporated on April 4, 1987 in accordance with the Company Act of R.O.C. The main businesses are research and development, manufacturing, and sales of relevant products, including gallium arsenide, infrared, light-emitting diodes, laser diodes, phototransistors, photodiodes, single crystal and epitaxy, crystal grains, optoelectronic systems, radio transmitters and other electrical devices that can generate radio radiant energy.
The Company’s shares had been listed for trading in Taipei Exchange (TEPx) since November 1998 and were approved by the Securities and Futures Commission, Ministry of Finance (currently known as the Securities and Futures Bureau, Financial Supervisory Commission) to be listed on the Taiwan Stock Exchange for trading instead since September 2000.
The consolidated financial statements of the Company and its subsidiaries are presented in the Company’s functional currency, the New Taiwan dollar.
II.
The Authorization of Financial Statements
These consolidated financial statements were approved by the board of directors on May 8, 2024.
III. Application of New and Revised International Financial Reporting Standards
- (I) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (hereinafter referred to collectively as the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The application of the amendments to the IFRSs endorsed and issued into effect by the FSC does not have material impact on the Group’s accounting policies.
- (II) The IFRSs issued by the International Accounting Standards Board (IASB) but not yet endorsed and issued into effect by the FSC.
New, Revised or Amended Standards and Interpretations
- Effective Date Issued by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or To be determined Contribution of Assets between an Investor and its
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New, Revised or Amended Standards and Effective Date Issued by Interpretations IASB (Note 1) Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments of IFRS 17 January 1, 2023 Amendment to IFRS 17 (Initial Application of IFRS January 1, 2023 17 and IFRS 9—Comparative Information) IFRS 18 “Presentation and Disclosure in Financial January 1, 2027 Statements” Amendments to IAS 21 "Lack of Exchangeability" January 1, 2025 (Note 2)
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Note 1: Unless stated otherwise, the above New, Revised or Amended Standards and Interpretations of IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: Applicable to annual reporting periods beginning on or after January 1, 2025. For the initial application of the amendments, the information related to the comparative periods shall not be restated; the related effect shall be recognized in the retained earnings on the date of initial application or the exchange differences of foreign operations under the equity items (whichever is appropriate), and in relevant assets and liabilities affected.
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IFRS 18 “Presentation and Disclosure in Financial Statements”
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IFRS 18 will replace IAS 1 “Presentation of Financial Statements” and
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result in the following major changes:
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The income statement shall divide the income and expense items into the categories of business, investment, financing, income tax, and discontinued operations.
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The income statement shall present operating profit or loss, profit or loss before financing and income tax, as well as subtotal and total profit and loss.
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Provision of guidance to enhance the requirements of aggregation and disaggregation: The Group must identify the assets, liabilities, equity, income, expenses, and cash flows from individual transactions or other matters, and classify and aggregate them based on the shared characteristics. Each single item presented in the major financial statements should thereby have at least one similar characteristic. Items with different characteristics should be disaggregated in the major financial statements and notes. The Group only marks such items as “others” when no more informative name can be found.
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13 -
-
Increase in the disclosures of the performance measurement defined by the management: When the Group engages in any open communication other than the financial statements, and when the management’s view on the Group’s overall financial performance on a certain aspect is communicated with the users of the financial statements, the information related to the performance measurement defined by the management should be disclosed in a single note to the financial statements, including the description of such measurement, calculation method, adjustments to any subtotals or totals specified by it and the IFRSs, and the impact of relevant adjustments on income tax and non-controlling interests, etc.
In addition to the aforesaid impacts, as of the publication date of the consolidated financial statements, the Group is continuing to assess the impact of amendments to other standards and interpretations on the Group’s financial position and financial performance, and will disclose relevant impacts when the assessment is completed.
IV. Summary of Significant Accounting Policies
- (I) Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. The consolidated financial statements do not contain all the information that needs to be disclosed in the annual financial statements as required by IFRSs.
- (II) Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for the financial instruments measured at fair value and the net defined liabilities recognized at the present value of the defined benefit obligation less the fair value of plan assets.
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:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
14 -
-
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).
-
Level 3 inputs are unobservable inputs for the asset or liability.
-
(III) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of comprehensive income from the effective dates of acquisition up to the effective dates of disposal. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. 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 interests of the Group and the non-controlling interests have been 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.
When the Group loses control over a subsidiary, the gains or losses on the disposal are the differences between the following two: (1) The sum of the fair value of the consideration received and the fair value of the remaining investment in the former subsidiary on the date of loss of control, and ( 2) the sum of the carrying amounts of the assets (including goodwill), liabilities and non-controlling interests of the former subsidiary on the day of loss of control. All amounts recognized in other comprehensive income related to said subsidiary are accounted for on the same basis as the one adopted for the Group's direct disposal of the relevant assets or liabilities.
The remaining investment in the former subsidiary is adopted as the amount of financial assets initially recognized at FVTPL based on the fair value at the date of loss of control.
- 15 -
For details of subsidiaries, ownership percentage, and businesses, please refer to Note 12 and Table 3.
- (IV) Other significant accounting policies
In addition to the information below, please refer to the summary of significant accounting policies in the 2023 consolidated financial statements.
- Defined post-employment benefits
The pension cost in the interim period is calculated at actuarially determined pension cost rate at the end of the prior year, from the beginning of the year to the end of this period and adjusted as per major market fluctuations in this period, revisions of major plans, settlement, or other major one-off events.
- Income tax expense
The income tax expense represents the sum of the tax currently payable and deferred tax. Income tax for the interim period is assessed on an annual basis and is calculated as per the interim pre-tax income at the tax rate applicable to the estimated total annual earnings. The effect of changes in tax rates due to amendments to the tax law in the interim period is consistent with the accounting principles adopted for the transactions that are taxed and is recognized in profit or loss, other comprehensive income, or in equity directly in the period in which it occurs.
V. Critical Accounting Judgements and Key Sources of Estimation and Uncertainty
In the application of the Group’s accounting policies, the management is required to make judgments, estimations, and assumptions about the relevant information that is not readily accessible from other sources based on historical experience and other relevant factors. Actual results may differ from these estimates.
When developing significant accounting estimates, the Group includes the potential impact of inflation and fluctuation of market interest rates in the consideration for estimation of cash flows, growth rates, discount rates, profitability, and other relevant critical accounting estimates. The management will continue to examine the estimates and basic assumptions. If an amendment to estimates only affects the current period, it shall be recognized in the period of said amendment; if an amendment to accounting estimates affects the current year and future periods, it shall be recognized in the period of said amendment and future periods.
- 16 -
Please refer to the 2023 consolidated financial statements for the details of key sources of uncertainty over critical accounting judgments, assumptions and estimation adopted in these financial statements.
VI. Cash and equivalents
| Cash and equivalents | ||||
|---|---|---|---|---|
Cash on hand and petty cash Check and demand (current) deposit Cash equivalents (investments with original maturity date of less than 3 months) Time deposits |
March31,2024 $ 416 325,793 715,980 $ 1,042,189 |
December31,2023 $ 806 409,043 780,000 $ 1,189,849 |
March31,2023 | |
| $ 789 732,578 500,000 $ 1,233,367 |
The interest rate ranges of bank demand deposits and time deposits at the balance sheet date are as follows:
| sheet date are as follows: | |||
|---|---|---|---|
Cash in banks |
March31,2024 0.001%~1.450% |
December31,2023 | March31,2023 |
| 0.001%~1.450% | 0.001%~1.250% |
VII. Financial instruments at FVTPL
| Financial assets-current Financial assets designated as at FVTPL Derivatives (not designated for hedging) - Forward foreign exchange contracts (2) Non-derivative financial assets - Domestic listed stocks - Gold passbook Hybrid financial assets - structured deposit (1) |
March31,2024 $ - March31,2024 $ 120,036 15 81,902 $ 201,953 |
December31,2023 $ - December31,2023 $ 147,580 15 73,876 $ 221,471 |
March31,2023 | March31,2023 | |
|---|---|---|---|---|---|
| $ 909 March31,2023 |
|||||
| $ 207,546 15 49,889 $ 258,359 |
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Financial liability - current Derivatives (not designated for hedging)
-
Forward foreign exchange contracts - - (2) $ 2,661 $ $
-
(I) The structured deposit and wealth management product contracts signed between the Group and the banks. The structured deposits and wealth management products include an embedded derivative that is not closely related to the host contract. Since the host contract included in the hybrid contract is an asset within the scope of IFRS 9, the hybrid contract is mandatorily classified as at FVTPL.
-
(II) The unexpired forward foreign exchange contracts without hedge accounting applied on the balance sheet date are as follows:
March 31, 2024
| March 31, 2024 | |||
|---|---|---|---|
| Sale of forward foreign exchange |
Currency USD: NTD USD: NTD USD: NTD USD: NTD USD: NTD USD: NTD USD: NTD USD: NTD |
Duration February 20, 2024 to April 2, 2024 February 20, 2024 to April 9, 2024 February 20, 2024 to April 19, 2024 February 21, 2024 to May 2, 2024 February 21, 2024 to May 8, 2024 February 22, 2024 to May 20, 2024 March 20, 2024 to June 7, 2024 March 20, 2024 to June 20, 2024 |
Contract amount (NTD thousand) |
| USD 400 USD 300 USD 1,000 USD 500 USD 300 USD 1,000 USD 300 USD 1,000 |
March 31, 2023
| March 31, 2023 | |||
|---|---|---|---|
| Sale of forward foreign exchange |
Currency USD: NTD USD: NTD USD: NTD |
Duration March 8, 2023 through April 11, 2023 March 8, 2023 through April 20, 2023 March 8, 2023 through May 4, 2023 |
Contract amount (NTD thousand) |
| USD 600 USD 900 USD 300 |
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| USD: NTD | March 8, 2023 through |
USD | 500 |
|---|---|---|---|
| May 9, 2023 | |||
| USD: NTD | March 8, 2023 through |
USD | 1,200 |
| May 19, 2023 | |||
| USD: NTD | March 9, 2023 through |
USD | 1,000 |
| June 20, 2023 |
The Company's purpose of engaging in forward foreign exchange transactions is to hedge risks arising from foreign currency assets and liabilities due to exchange rate fluctuations. As the forward foreign exchange contracts held by the Company do not meet the conditions for effective hedging, hedge accounting is not applicable.
VIII. Financial assets at FVTOCI
==> picture [426 x 223] intentionally omitted <==
The Group has invested in the common stocks of the above-mentioned companies in accordance with medium and long-term strategic purposes and expects to make profits through long-term investments. The management of the Group believes that if the short-term fair value fluctuations of these investments are recognized in profit or loss, it is inconsistent with the aforementioned long-term investment plan, so it has elected to designate these investments as at FVTOCI.
IX. Financial assets at amortized cost
==> picture [277 x 11] intentionally omitted <==
Current
==> picture [412 x 67] intentionally omitted <==
- 19 -
==> picture [415 x 208] intentionally omitted <==
As of March 31, 2024, and December 31, 2023 and March 31, 2023, the interest rate ranges for pledged time deposits with original maturities within 3 months and time deposits with original maturities over 3 months were 1.690%, 1.310%-1.565%, and 1.565%, per annum, respectively.
As of March 31,2024 and December 31, 2023, the interest rate range of the unpledged time deposits with original maturity date of over 3 months was 1.800% and 1.360%, respectively.
As of March 31, 2023, the interest rate range of the pledged and unpledged time deposits with original maturity date of over 1 year was 1.325%-1.565%.
For information on pledged financial assets measured at amortized cost, please refer to Note 34.
X. Notes receivable, accounts receivable, and other receivables
Note receivable At amortized cost From operations Trade receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Accounts receivable - related parties |
March 31,2024 $ 124 $ 643,099 ( 1,156) 641,943 62,497 $ 704,440 |
December 31,2023 $ 15,145 $ 674,560 ( 2,311) 672,249 39,125 $ 711,374 |
March 31,2023 | March 31,2023 |
|---|---|---|---|---|
( |
( |
( |
$ 11,651 $ 611,774 1,156) 610,618 49,125 $ 659,743 |
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Other receivables Business tax refund receivable Proceeds from disposal of right-of-use assets receivable (Note) Others |
March 31,2024 $ 6,669 - 2,287 $ 8,956 |
December 31, 2023 $ 8,806 - 2,803 $ 11,609 |
March 31,2023 | March 31,2023 |
|---|---|---|---|---|
| $ 7,172 36,580 2,519 $ 46,271 |
Note: As for the proceeds from disposal of right-of-use assets receivable, the Group signed a state-owned land use right recovery agreement with the sub-center of the Donghu New Technology Development Zone, Wuhan Land Consolidation and Reserve Center, China, in the first half of 2020. The total price is CNY 61,624,000 (approximately NT$269,729,000) to recover part of the land use rights of Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. located in Wuhan, mainland China. Relevant receivables have been collected in April 2023.
- (I) Notes and accounts receivable
The average credit period for customers is net 30 to 180 days after the account day. In addition to the loss allowance for individual customers’ actual credit impairment loss, the Group refers to historical experience, considers individual customers’ financial status, industries, competitive advantages and prospects, and divides them into different risk groups and recognizes loss allowances for each group based on their expected loss rates. In addition, a 100% loss allowance is recognized for accounts receivable with an account opened for over 365 days and no other credit guarantee provided.
In order to reduce credit risk, the management of the Group is responsible for the determination of credit limit, credit approval, and other monitoring procedures to ensure that appropriate actions have been taken in the recovery of overdue receivables. In addition, the Group reviews the recoverable amount of the receivables one by one at the balance sheet date to ensure that the appropriate impairment loss is recognized for uncollectible receivables. In this regard, the management of the Group believes the Group’s credit risk was significantly reduced.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables.
- 21 -
If there is evidence that the counterparty is facing serious financial difficulties and the Group cannot reasonably expect to recover the amount, the Group directly writes off the relevant accounts receivable, but will continue to try to collect the receivable. The recovered amount is recognized in profit or loss.
The aging analysis of notes and accounts receivable is as follows:
March 31, 2024
| March 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost December 31, 2023 |
1–120 days after account day $ 573,505 - $ 573,505 1–120 days after account day $ 599,584 - $ 599,584 1–120 days after account day $ 577,024 - $ 577,024 |
121–180 days after account day $ 132,125 ( 1,066) $ 131,059 121–180 days after account day $ 127,452 ( 517) $ 126,935 121–180 days after account day $ 92,669 - $ 92,669 |
181–365 days after account day $ - - $ - 181–365 days after account day $ 79 ( 79) $ - 181–365 days after account day $ 1,612 ( 1,066) $ 546 |
Over 365 days $ 90 ( 90) $ - Over 365 days $ 1,715 ( 1,715) $ - Over 365 days $ 1,245 ( 90) $ 1,155 |
Total | ||
( |
$ 705,720 1,156) $ 704,564 Total |
||||||
Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost March 31, 2023 Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
|||||||
( |
$ 728,830 2,311) $ 726,519 Total |
||||||
( |
( |
( |
$ 672,550 1,156) $ 671,394 |
The information on the movements in the loss allowance for notes and accounts receivable is as follows:
| receivable is as follows: | |||
|---|---|---|---|
| Beginning retained earnings Less: Disposal of subsidiaries Ending balance |
January 1, 2024 to March 31,2024 $ 2,311 ( 1,155) $ 1,156 |
January 1, 2023 to March 31,2023 |
|
( |
$ 1,156 - $ 1,156 |
- 22 -
(II) Other receivables
In order to reduce credit risk, the management of the Group will consider the publicly available financial information to give appropriate internal ratings for items without external information on ratings.
The Group considers the historical default loss rate, the debtor's current financial position and business forecast for the industry in which it is located to measure the 12-month ECLs or lifetime ECLs of other receivables.
XI. Inventories
| Inventories | ||||
|---|---|---|---|---|
Finished goods Work in process Raw materials Products |
March31,2024 $ 204,247 260,809 144,420 198 $ 609,674 |
December31,2023 $ 222,526 261,843 298,493 368 $ 783,230 |
March31,2023 | |
| $ 278,259 257,875 241,691 9,041 $ 786,866 |
The inventory-related costs of sales during the three months ended March 31, 2024 and 2023 were NT$471,007,000 and NT$499,332,000, respectively.
The costs of sales during the three months ended March 31, 2024 and 2023 included the gains on inventory value recoveries of NT$6,993,000 and inventory valuation losses of NT$35,350,000, respectively.
XII. Subsidiary
(I) Subsidiaries included in consolidated financial statements
The detailed information of the subsidiaries at the end of the reporting period was as follows:
| was as follows: | ||||||
|---|---|---|---|---|---|---|
| Investor | Investee | Main Business | Ownership(%) | Descript ion |
||
| March 31, 2024 |
December 31,2023 |
March 31, 2023 |
||||
| The Company Long Benefit TEK Holding Co., Ltd. Keyway International |
TEK Holding Co., Ltd. Long Benefit Investment Co., Ltd. (Long Benefit) Keeper Technology Co. Ltd. (Keeper Technology) Keeper Technology Keyway International L.L.C. Yuanmao Opto-electronic |
Investment in various overseas businesses General investment Mechanical installation, retail and wholesale of electronic materials, automobile and scooter parts and accessories, traffic sign equipment and other machinery, as well as manufacturing of lighting equipment and other machinery Mechanical installation, retail and wholesale of electronic materials, automobile and scooter parts and accessories, traffic sign equipment and other machinery, as well as manufacturing of lighting equipment and other machinery Investment in various overseas businesses Other light-emitting diode |
100.00 100.00 16.41 31.25 100.00 100.00 |
100.00 100.00 19.02 36.21 100.00 100.00 |
100.00 100.00 21.43 40.79 100.00 100.00 |
Note 1 Note 1 Notes 1 and 3 Notes 1 and 3 Note 1 Note 1 |
- 23 -
==> picture [409 x 128] intentionally omitted <==
----- Start of picture text -----
L.L.C. Technology (Wuhan) production and sales
Co., Ltd. business
Keeper Technology Global Unity Int’l Co., Investment in various 100.00 100.00 100.00 Notes 1
Ltd. overseas businesses and 3
Global Unity Int’l Co., Creation New Technology Investment in various 100.00 100.00 100.00 Note 1
Ltd. Inc. overseas businesses
Creation New Technology Kaishin Technology R&D and manufacturing of 100.00 - - Note 2
Inc. (Wuhan) Corporation LED lighting equipment
products, electronic
component
manufacturing,
automobile parts
manufacturing, as well as
electrical appliances and
audiovisual electronic
products manufacturing
----- End of picture text -----
Note 1: It is a non-material subsidiary whose financial statements were not reviewed by a CPA.
Note 2: Kaishin Technology’s liquidation was completed in February 2023.
Note 3: In July 2023, Keeper Technology increased capital by NT$12,000 thousand cash, but the Group did not increase investment proportionally to its shareholding, resulting in a decrease in its shareholding from 62.22% to 55.23%; in February 2024, Keeper Technology increased capital by NT$17,000 thousand cash, but the Group did not increase investment proportionally to its shareholding, resulting in a decrease in its shareholding from 55.23% to 47.66%. Hence, the Group lost control over Keeper Technology, and was reclassified as an affiliate.
XIII. Investments accounted for using equity method
Investments in Associates
March 31, 2024 December 31, 2023 March 31, 2023
| Material associates Hsinjing Holding Co. Ltd. (Hsinjing) Keeper Technology Co. Ltd. (Keeper Technology) Associates that are not individually material Less:Accumulated impairment ( |
$ 158,851 58,419 33,193 250,463 7,499) ( $ 242,964 |
$ 160,826 - 33,571 194,397 7,499) ( $ 186,898 |
$ 161,773 - 34,800 196,573 7,499) $ 189,074 |
|---|---|---|---|
(I) Material associates
The Group's percentages of ownership interests and voting rights in associates at the balance sheet date are as follows:
| Companyname Hsinjing (formerly known as Tynsolar) Keeper Technology |
Percentage of ownershipandvotingrights | Percentage of ownershipandvotingrights | Percentage of ownershipandvotingrights |
|---|---|---|---|
| March31,2024 22.79% 47.66% |
December31,2023 22.79% - |
March31,2023 | |
| 22.79% - |
- 24 -
Refer to Table 3 in Note 37 “Information on Investees” for the nature of business, principal places of business and countries of incorporation of the associates above.
The Group adopts the equity method to measure the above-mentioned associates, and its share of profits and losses and other comprehensive income is calculated based on financial statements were not reviewed by a CPA.
The information on Level 1 fair value of associate with open market quotes is as follows:
==> picture [412 x 27] intentionally omitted <==
(II) Aggregate information on associates that are not individually material
==> picture [411 x 68] intentionally omitted <==
Refer to Table 3 in Note 37 “Information on Investees” for the nature of business, principal places of business and countries of incorporation of the associates above.
The Group adopts the equity method to measure the above-mentioned associates that are not individually material and its share of profits and losses and other comprehensive income is calculated based on financial statements that were not reviewed by a CPA.
XIV. Property, plant, and equipment
(I) Self-use
| Self-use | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cost Balance at January 1, 2024 Additions Disposal Disposal of subsidiaries Reclassification Net exchange differences Balance at March 31, 2024 Accumulated depreciation and impairment Balance at January 1, 2024 |
Self-owned land |
Building | Equipment | Leased Improvements |
Other Equipment |
Unfinished construction and asset to be checked and accepted |
Total | ||
| $ 62,273 - - - - - $ 62,273 $ - |
$ 2,098,369 9,558 - - 12,379 6,584 $ 2,126,890 $ 883,875 |
$ 2,393,768 2,835 ( 8,047 ) ( 71,178 ) 6,971 4,045 $ 2,328,394 $ 1,984,843 |
$ 32,254 - - ( 11,387 ) - - $ 20,867 $ 22,740 |
$ 183,096 90 ( 83 ) ( 28,559 ) - 69 $ 154,613 $ 105,183 |
$ 123,694 38,711 - - ( 19,350 ) - $ 143,055 $ - |
$ 4,893,454 51,194 ( 8,130 ) ( 111,124 ) - 10,698 $ 4,836,092 $ 2,996,641 |
|||
| B |
- 25 -
| Depreciation expense Disposal Disposal of subsidiaries Net exchange differences Balance at March 31, 2024 Net amount at March 31, 2024 Net amount as at December 31, 2023 and January 1, 2024 Cost Balance at January 1, 2023 Additions Disposal Reclassification Net exchange differences Balance at March 31, 2023 Accumulated depreciation and impairment Balance at January 1, 2023 Depreciation expense Disposal Net exchange differences Balance at March 31, 2023 Net amount at March 31, 2023 |
- - - - $ - $ 62,273 $ 62,273 $ 62,273 - - - - $ 62,273 $ - - - - $ - $ 62,273 |
29,025 36,079 125 4,280 - ( 8,047 ) - ( 83 ) - ( 48,503 ) ( 2,019 ) ( 18,094 ) 4,563 3,896 - 61 $ 917,463 $ 1,968,268 $ 20,846 $ 91,347 $ 1,209,427 $ 360,126 $ 21 $ 63,266 $ 1,214,494 $ 408,925 $ 9,514 $ 77,913 $ 2,032,592 $ 2,356,450 $ 24,478 $ 129,712 1,429 11,526 - 2,159 - ( 2,245 ) - ( 671 ) 1,699 16,332 - 8,392 1,923 1,154 - 32 $ 2,037,643 $ 2,383,217 $ 24,478 $ 139,624 $ 768,791 $ 1,880,731 $ 21,510 $ 95,630 29,666 39,182 140 3,302 - ( 2,245 ) - ( 671 ) 1,192 1,027 - 26 $ 799,649 $ 1,918,695 $ 21,650 $ 98,287 $ 1,237,994 $ 464,522 $ 2,828 $ 41,337 |
- 69,509 - ( 8,130 ) - ( 68,616 ) - 8,520 $ - $ 2,997,924 $ 143,055 $ 1,838,168 $ 123,694 $ 1,896,813 $ - $ 4,605,505 - 15,114 - ( 2,916 ) - 26,423 - 3,109 $ - $ 4,647,235 $ - $ 2,766,662 - 72,290 - ( 2,916 ) - 2,245 $ - $ 2,838,281 $ - $ 1,808,954 |
|---|---|---|---|
No impairment loss was recognized or reversed between January 1 to March 31, 2024 and 2023.
Depreciation expenses of the property, plant and equipment are calculated on a straight-line basis over their estimated useful lives as shown in the following:
Buildings Main buildings 15 to 55 years Electromechanical power equipment 8 to 10 years Engineering systems 1.5 to 15 years Equipment 1 to 20 years Leased Improvements 9 to 15 years Other Equipment 1 to 17 years
Please refer to Note 34 for the amount of property, plant and equipment pledged for loans.
- 26 -
XV. Lease arrangements
- (I) right-of-use asset
March 31, 2024 December 31, 2023 March 31, 2023
| Right-of-use assets amounts Land Buildings Transport Equipment Other Equipment The additions of right-of-use assets Depreciation charge right-of-use assets Land Buildings Transport Equipment Other Equipment |
$ 62,037 - 1,388 103 $ 63,528 January March the $ for $ $ |
$ 62,037 - 1,388 103 $ 63,528 January March the $ for $ $ |
$ 62,037 - 1,388 103 $ 63,528 January March the $ for $ $ |
$ 81,941 11,984 1,656 138 $ 95,719 1, 2024 to 31,2024 - 716 940 169 34 1,859 |
$ 84,430 20,442 25 341 $ 105,238 January 1, 2023 to March31,2023 |
$ 84,430 20,442 25 341 $ 105,238 January 1, 2023 to March31,2023 |
|---|---|---|---|---|---|---|
| the for |
||||||
| $ | $ 16,534 $ 803 2,819 125 134 $ 3,881 |
|||||
| $ | ||||||
| $ |
Except for the additions and depreciation listed above, the Group did not have significant subleases and impairment during the three months ended March 31, 2024 and 2023.
(II) lease liabilities
March 31, 2024 December 31, 2023 March 31, 2023
| Lease liabilities amounts Current Non-current |
$ 2,759 $ 60,235 |
$ 9,793 $ 13,750 $ 85,614 $ 90,780 |
|---|---|---|
Range of discount rate for lease liabilities is as follows:
Land Buildings Transport Equipment Other Equipment |
March31,2024 | December31,2023 1.41%~1.80% 2.50% 1.88%~2.50% 1.79%~1.80% |
March31,2023 |
|---|---|---|---|
| 1.41%~1.80% - 1.88% 1.80% |
1.41%~1.80% 2.50% 2.50% 1.79%~1.80% |
- 27 -
(III) Material lease-in activities and terms
The Group has leased land and built buildings for offices. The lease term is 37 years. Upon the termination of the lease term, the Group does not have preferential rights to acquire the land and buildings leased and it is agreed that the Group shall not lease, sublease, or transfer all (including the right to use the parking space) or part of the asset leased or in other methods in disguise, to third parties without the consent of the lessor.
- (IV) Other lease information
| Other lease information | |||
|---|---|---|---|
| Short-term lease expense Low-value asset lease expense Total cash outflow for leases |
January 1, 2024 to March31,2024 $ 162 $ 11 ($ 2,263) |
January 1, 2023 to March31,2023 |
|
( |
( |
$ 36 $ 32 $ 4,222) |
XVI. Other intangible assets
| Other intangible assets | |||||
|---|---|---|---|---|---|
| Cost Balance at January 1, 2024 Net exchange differences Balance at March 31, 2024 Accumulated amortization Balance at January 1, 2024 Amortization expenses Net exchange differences Balance at March 31, 2024 Net amount at March 31, 2024 Net amounts at December 31, 2023 and January 1, 2024 Cost Balance at January 1, 2023 Net exchange differences Balance at March 31, 2023 Accumulated amortization Balance at January 1, 2023 Amortization expenses |
Computer software $ 46,175 103 $ 46,278 $ 34,649 722 102 $ 35,473 $ 10,805 $ 11,526 Computer software $ 38,198 30 $ 38,228 $ 32,427 374 |
Other intangible assets $ 1,492 - $ 1,492 $ 587 22 - $ 609 $ 883 $ 905 Other intangible assets $ 1,492 - $ 1,492 $ 501 22 |
Total | ||
| $ 47,667 103 $ 47,770 $ 35,236 744 102 $ 36,082 $ 11,688 $ 12,431 Total |
|||||
| $ 39,690 30 $ 39,720 $ 32,928 396 |
- 28 -
| Net exchange differences Balance at March 31, 2023 Net amount at March 31, 2023 |
29 $ 32,830 $ 5,398 |
- $ 523 $ 969 |
29 $ 33,353 $ 6,367 |
|---|---|---|---|
There was no material impairment between January 1 to March 31, 2024 and 2023. Amortization expenses of the property, plant and equipment are calculated on a straight-line basis over their estimated useful lives as shown in the following:
Computer software 1 to 6 years Other intangible assets 1 to 18 years
XVII. Pre-payments
March 31, 2024 December 31, 2023 March 31, 2023
| March31,2024 | December31,2023 | March31,2023 | March31,2023 | |
|---|---|---|---|---|
| Current Input VAT Pre-payment for purchases Offset against value-added tax payable Others Other assets Other financial assets- current Restricted demand deposits Current Temporary debits Payments for others Other current assets Other financial assets- non-current Restricted demand deposits Non-current Long-term prepayments |
$ 10,649 1,349 100 5,967 $ 18,065 March31,2024 $ - $ 419 - 924 $ 1,343 March31,2024 $ - $ 2,244 |
$ 8,005 2,587 2,692 12,872 $ 26,156 December31,2023 $ 2,511 $ 542 8 764 $ 1,314 December31,2023 $ 4,506 $ 7,793 |
$ 6,509 113 100 10,901 $ 17,623 March31,2023 |
|
| $ 2,503 $ 982 633 874 $ 2,489 March31,2023 |
||||
| $ - $ 6,477 |
XVIII. Other assets
For other information on financial assets pledged or mortgaged, please refer to Note 34.
- 29 -
XIX. Loan
- (I) Short-term borrowings
March 31, 2024 December 31, 2023 March 31, 2023
| Secured borrowings Bank loans Accounts receivable financing Unsecured borrowings Credit borrowings and borrowings for purchase of materials |
$ - - 24,430 $ 24,430 |
$ 72,800 7,400 28,210 $ 108,410 |
$ 68,000 - 45,272 $ 113,272 |
|---|---|---|---|
The interest rates on bank loans were 0.94% to 1.26%, 0.92% to 2.72% and 0.90% to 4.60% on March 31, 2024 and December 31, 2023 and March 31, 2023, respectively. Please refer to Note 34 for details of pledge and security for borrowings.
(II) Long-term borrowings
March 31, 2024 December 31, 2023 March 31, 2023
| Secured borrowings | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Loan project for return | ||||||||||
| to Taiwan for | ||||||||||
| investment (1) | $ | 205,815 |
$ | 223,455 | $ | 185,844 | ||||
| Bank revolving | ||||||||||
| borrowings (2) | - |
65,559 | 16,527 | |||||||
| Bank loan (3) | 266,667 |
291,667 | 366,667 | |||||||
| Unsecured borrowings |
||||||||||
| Loan project for return | ||||||||||
| to Taiwan |
for | |||||||||
| investment (1) | 8,200 |
10,250 | 16,400 | |||||||
| Less: Current portion | ( | 178,765 ) | ( | 207,799 ) | ( | 163,983 ) | ||||
| Government grant | ||||||||||
| discount (1) | ( | 1,388) | ( | 1,690) | ( | 1,768) | ||||
| Long-term borrowings |
$ | 300,529 |
$ | 381,442 | $ | 419,687 |
-
The loan project for return to Taiwan for investment is based on the program of "Loan for Welcoming Overseas Taiwanese Businesspeople to Return to Taiwan for Investment" launched by the National Development Fund, Executive Yuan. Since March 2020, the Group has successively taken out medium-term bank loans from domestic banks with maturity dates between October 14, 2024 and February 15, 2027 and the Company shall repay the principal and interest in an amortized manner on a monthly basis. The interest rates on bank loans were 1.325% to 1.625%, 1.200% to 1.500% and 1.20% to
-
30 -
-
1.50% on March 31, 2024 and December 31, 2023 and March 31, 2023, respectively.
-
The bank revolving loans are new bank loans of NT$5,000 thousand and NT$20,000 thousand obtained by the Group on February 25, 2022 and March 18, 2022, respectively, with the maturity dates of February 25, 2025 and March 18, 2025, respectively, and the principal and interest are amortized and repaid on a monthly basis. The interest rates on bank loans were 2.15% to 2.70% and 2.15% on December 31, 2023 and March 31, 2023, respectively.
-
The bank loan is a loan ofNT$500,000 thousand taken out by the Group on November 8, 2021. The loan term ends on November 8, 2026. The purpose of the loan is to repay the balance of the 2017 syndicated loan. The principal and interest are amortized on a monthly basis, and the bank loan interest rates on March 31, 2024, December 31, 2023, and March 31, 2023 were 2.005%, 1.880% and 1.780%, respectively. Please refer to Note 34 for details of pledge and security for borrowings.
XX. Note payable and accounts payable
March 31, 2024 December 31, 2023 March 31, 2023
| March31,2024 | December31,2023 | March31,2023 | |
|---|---|---|---|
| Note payable From operations Accounts payable From operations - related parties From operations - non-related parties Other liabilities Current Other payables Wages, salaries, and bonuses payable Dividends payable Expenses payable Employee compensation and remuneration of directors payable Equipment payment payable |
$ - $ 7,624 268,790 $ 276,414 March31,2024 $ 64,455 60,124 27,116 21,239 14,854 |
$ 4,169 $ 7,560 394,922 $ 402,482 December31,2023 $ 92,746 - 34,707 21,239 24,580 |
$ 3,585 $ 9,156 292,707 $ 301,863 March31,2023 |
$ 34,503 - 32,274 42,180 4,322 |
XXI. Other liabilities
- 31 -
| XXII. | Labor and health insurance premium and pension payable 13,604 Others 24,778 $ 226,170 March31,2024 Unearned revenue Government grants (Note 29) $ 9,177 Other current liabilities Refund liabilities $ 5,661 Custodial receipts 3,497 Temporary credit 190 Others 3,094 $ 12,442 Provisions March31,2024 Non-current Employee benefits (Note) $ 20,092 Balance at January 1, 2024 Increase for the current period Used for the current period Balance at March 31, 2024 Balance at January 1, 2023 Increase for the current period Used for the current period Balance at March 31, 2023 |
15,730 14,920 20,443 20,116 $ 209,445 $ 148,315 December31,2023 March31,2023 $ 9,746 $ 11,041 $ 5,661 $ 5,661 4,595 3,564 550 105 3,037 3,118 $ 13,843 $ 12,448 December31,2023 March31,2023 $ 19,894 $ 18,699 Employee benefits $ 19,894 1,765 ( 1,567) $ 20,092 $ 18,444 1,407 ( 1,152) $ 18,699 |
15,730 14,920 20,443 20,116 $ 209,445 $ 148,315 December31,2023 March31,2023 $ 9,746 $ 11,041 $ 5,661 $ 5,661 4,595 3,564 550 105 3,037 3,118 $ 13,843 $ 12,448 December31,2023 March31,2023 $ 19,894 $ 18,699 Employee benefits $ 19,894 1,765 ( 1,567) $ 20,092 $ 18,444 1,407 ( 1,152) $ 18,699 |
15,730 14,920 20,443 20,116 $ 209,445 $ 148,315 December31,2023 March31,2023 $ 9,746 $ 11,041 $ 5,661 $ 5,661 4,595 3,564 550 105 3,037 3,118 $ 13,843 $ 12,448 December31,2023 March31,2023 $ 19,894 $ 18,699 Employee benefits $ 19,894 1,765 ( 1,567) $ 20,092 $ 18,444 1,407 ( 1,152) $ 18,699 |
14,920 20,116 $ 148,315 March31,2023 |
14,920 20,116 $ 148,315 March31,2023 |
|---|---|---|---|---|---|---|
$ 11,041 $ 5,661 3,564 105 3,118 $ 12,448 March31,2023 |
||||||
| $ 19,894 | ||||||
( ( |
$ 19,894 1,765 1,567) $ 20,092 $ 18,444 1,407 1,152) $ 18,699 |
Note: Provision for employee benefits liability is the estimate of employee long-term service bonuses (medals).
XXIII. Post-employment benefit plans
The pension expenses related to defined benefit plans recognized for the three months ended March 31, 2024 and 2023 are calculated at the pension cost rate actuarially determined on December 31, 2023 and 2022, respectively, and the amounts were NT$110,000 and NT$144,000, respectively.
- 32 -
XXIV. Equity
- (I) Ordinary shares
| Ordinary shares | |||
|---|---|---|---|
| March31,2024 December31,2023 | March31,2023 | ||
| Authorized shares (in | |||
| thousand) | 700,000 |
700,000 |
500,000 |
| Authorized capital |
$ 7,000,000 | $ 7,000,000 | $ 5,000,000 |
| Issued and paid shares | |||
| (in thousand) | 300,621 |
300,621 |
300,621 |
| Issued capital |
$ 3,006,223 | $ 3,006,223 | $ 3,006,223 |
| The ordinary shares | issued, with a par value of NT$10 per share, are entitled to | ||
| one voting right per share | and to the right to receive dividends. |
- (II) Capital surplus
| Capital surplus | |||
|---|---|---|---|
May be used to offset a deficit, distributed as cash dividends or transferred to share capital (1) Shares premium from issuance Premium of corporate bond conversion The difference between the equity price and the book value of acquisition or disposal of subsidiary May be used to offset a deficit only Changes in the net equity of subsidiaries and associates accounted for using equity method (2) Treasury stock transactions Expired employees share options Others (Note) |
March31,2024 $ 6 28,983 ( 3,064 ) 84,119 37,403 16,410 81,901 $ 245,758 |
December31,2023 $ 6 28,983 ( 3,064 ) 83,622 37,403 16,410 81,901 $ 245,261 |
March31,2023 |
| $ 6 28,983 ( 3,064 ) 82,248 37,403 16,410 81,901 $ 243,887 |
Note: reclassified from the difference in the repurchase of the convertible corporate bonds.
-
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
-
33 -
dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and only once a year).
- This type of capital surplus is the effect of equity transactions recognized due to changes in the Company’s equity or the adjustment to the capital surplus of the subsidiary accounted for using the equity method by the Company when the Company has not actually acquired or disposed of the equity of the subsidiary.
The changes in capital surplus are as follows:
| The changes in capital surplus are as follows: | |
|---|---|
| Balance at January 1, 2024 Adjustment to the capital surplus of associates accounted for using the equity method Changes in ownership interests of subsidiaries recognized Balance at March 31, 2024 Balance at January 1, 2023 Adjustment to the capital surplus of subsidiaries accounted for using the equity method Balance at March 31, 2023 |
Changes in the net equity of subsidiaries and associates accounted for using equitymethod |
| $ 83,622 ( 49 ) 546 $ 84,119 $ 82,234 14 $ 82,248 |
(III) Retained earnings and dividends policy
Per the Company’s Articles of Incorporation regarding the earnings distribution policy, the Company's earnings distribution or loss compensation shall be proposed by the board of directors after the end of each semi-annual fiscal period. In the case of issuance of new shares, it shall be submitted to the shareholders’ meeting for a resolution. Any cash distribution of dividends, profits, legal reserves or capital surplus, either in whole or in part, must be resolved in a board meeting with more than two-thirds of the board members present, voted in favor by more than half of the attending directors and reported in the upcoming shareholders’ meeting.
According to the earnings distribution policy under the Company’s Articles of Incorporation, if there is a surplus as per the annual financial statements, the Company shall pay all taxes in accordance with the law and compensate the cumulative deficit first, and then allocate 10% as a legal reserve in accordance with the law unless it has reached the same amount of the Company’s paid-in capital.
- 34 -
Where there is any remaining balance, the Company shall allocate amount as or reverse the special reserve according to laws and regulations. If there is still any balance left, together with the cumulative undistributed earnings, the board of directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting to resolve the distribution of shareholders’ dividends. For information on the policy of the employee compensation and remuneration of directors and supervisors as in the Company's Articles of Incorporation, refer to Note 26(8) regarding employee compensation and remuneration of directors.
In addition, according to the Company's Articles of Incorporation, the Company adopts a dividend policy that allows the board of directors to propose dividends after taking into consideration its future capital requirements, long-term financial plans, and shareholders' needs for cash inflow. Profit sharing to shareholders can be paid in cash or shares, provided that the cash portion does not amount to less than 10% of total profit sharing.
Appropriation of earnings to legal reserve shall be made until the reserve equals the Company’s paid-in capital. Legal reserves may be used to offset the deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The Company's 2023 and 2022 earnings distribution proposals are as follows:
| (Reversed) appropriated special reserve Cash dividends Cash dividend per share (NTD) |
2023 $ 8,637) $ 60,124 $ 0.2 |
2022 | ||
|---|---|---|---|---|
| ( |
$ 8,858 $ - $ - |
The Company’s board of directors resolved the 2023 cash dividend distribution on February 21, 2024. As there was a deficit to be compensated for 2022, the board of directors resolved a decision not to distribute dividends on February 22, 2023. The remaining earnings distribution items for 2022 have been resolved by the shareholders’ meeting on May 29, 2023. The 2023 earnings distribution proposal is pending a resolution at the shareholders' meeting expected to be held on May 30, 2024.
(IV) Special reserves
January 1, 2024 to January 1, 2023 to March 31, 2024 March 31, 2023 Opening and ending balances $ 46,381 $ 37,523
-
35 -
-
(V) Other items of equity
-
Exchange Differences in Translating the Financial Statements of Foreign Operations
January 1, 2024 to January 1, 2023 to March 31, 2024 March 31, 2023 Beginning retained earnings ( $ 23,397 ) ( $ 19,603 ) Incurred in this period Exchange differences on translating the financial statements of foreign operations 4,559 1,403 Relevant income taxes ( 912 ) ( 281 ) Ending balance ( $ 19,750 ) ( $ 18,481 )
- Unrealized gain (loss) on financial assets at FVTOC
| Beginning retained earnings Incurred in this period through other comprehensive income Equity instrument Relevant income taxes Other comprehensive income recognized for the period Ending balance |
January 1, 2024 to March31,2024 ($ 13,838) 4,937 ( 1,193) 3,744 ($ 10,094) |
January 1, 2023 to March31,2023 |
January 1, 2023 to March31,2023 |
|---|---|---|---|
| ( ( ( |
( ( ( |
$ 26,780) 6,340 1,122) 5,218 $ 21,562) |
- (VI) Non-controlling interests
| Non-controlling interests | ||
|---|---|---|
| Beginning retained earnings Share attributable to non-controlling interests Net income (loss) Disposal of subsidiaries Ending balance |
January 1, 2024 to March31,2024 $ 42,361 2,265 (44,626) $ - |
January 1, 2023 to March31,2023 |
( |
$ 35,496 ( 1,060 ) - $ 34,436 |
- 36 -
XXV. Revenue
| Revenue | |||
|---|---|---|---|
| Sales revenue Others |
January 1, 2024 to March31,2024 $ 513,420 41,217 $ 554,637 |
January 1, 2023 to March31,2023 |
|
| $ 462,414 60,828 $ 523,242 |
Contract balance
| Contract balance | |||||||
|---|---|---|---|---|---|---|---|
Accounts receivable (Note 10) Lease liabilities - current Sales |
March 31,2024 | December 31,2023 $ 711,374 $ 520 |
March 31,2023 | January1,2023 $ 658,279 $ 477 |
|||
| $ 704,440 $ - |
$ 659,743 $ 31 |
$ 658,279 $ 477 |
XXVI. Net loss for this period
(I) Interest income
| Interest income | |||
|---|---|---|---|
| Cash in banks Financial assets at amortized cost Others Other income Subsidy income Rent income Others |
January 1, 2024 to March31,2024 $ 2,764 156 3 $ 2,923 January 1, 2024 to March31,2024 $ 849 141 1,113 $ 2,103 |
January 1, 2023 to March31,2023 |
|
| $ 2,039 21 - $ 2,060 January 1, 2023 to March31,2023 |
|||
| $ 840 184 741 $ 1,765 |
(II) Other income
- (III) Other gains or losses
| Other gains or losses | ||
|---|---|---|
| Net foreign exchange gains (losses) Loss on disposal of investments Net loss (gain) on financial assets and liabilities at FVTPL Miscellaneous expenditure |
January 1, 2024 to March31,2024 $ 24,686 ( 97 ) ( 30,352 ) ( 297) ($ 6,060) |
January 1, 2023 to March31,2023 |
| ( $ 850 ) - 23,599 ( 127) $ 22,622 |
- 37 -
(IV) Financial costs
| Financial costs | |||
|---|---|---|---|
| Interest on bank loans Interest on lease liabilities |
January 1, 2024 to March31,2024 $ 2,580 127 $ 2,707 |
January 1, 2023 to March31,2023 |
|
| $ 2,856 485 $ 3,341 |
(V) Depreciation and amortization
Property, plant, and equipment right-of-use asset Intangible assets
An analysis of depreciation by function Operating costs Operating expenses
An analysis of intangible asset amortization expenses by function Operating costs Administrative expenses R&D expenses
| January 1, 2024 to March31,2024 $ 69,509 1,859 744 $ 72,112 $ 63,276 8,092 $ 71,368 $ 9 714 21 $ 744 |
January 1, 2023 to March31,2023 |
January 1, 2023 to March31,2023 |
|---|---|---|
| $ 72,290 3,881 396 $ 76,567 $ 66,604 9,567 $ 76,171 $ 2 373 21 $ 396 |
(VI) Employee benefits expense
Post-employment benefits Defined contribution plans Defined benefit plans (Note 23) Short-term employee benefits
| January 1, 2024 to March31,2024 $ 4,629 110 4,739 156,541 $ 161,280 |
January 1, 2023 to March31,2023 |
January 1, 2023 to March31,2023 |
|---|---|---|
| $ 5,082 144 5,226 160,319 $ 165,545 |
| An analysis by function Operating costs Operating expenses |
January 1, 2024 to March31,2024 $ 111,775 49,505 $ 161,280 |
January 1, 2023 to March31,2023 |
January 1, 2023 to March31,2023 |
|---|---|---|---|
| $ 112,513 53,032 $ 165,545 |
- 38 -
(VII) Foreign exchange gains (losses)
| Foreign exchange gains (losses) | |||
|---|---|---|---|
| Total foreign exchange gains Total foreign exchange losses Net gain (loss) |
January 1, 2024 to March31,2024 $ 31,480 ( 6,794) $ 24,686 |
January 1, 2023 to March31,2023 |
|
( |
( ( |
$ 20,470 21,320) $ 850) |
(VIII) Employees’ compensation and remuneration of directors
The Articles of Incorporation of the Company stipulate that the employees’ compensation and remuneration of directors shall be appropriated at the rates from 5%–15% and no higher than 5%, respectively, of the net income before taxes and net of employees’ compensation and remuneration of directors. The Company had net loss before tax for the three months ended March 31, 2024 and 2023; therefore, no estimate of payable employee compensation and director remuneration was made.
If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate and will be reflected on the following year.
Information on employees’ compensation and remuneration of directors resolved by the Company’s board of directors is available on the Market Observation Post System website of the Taiwan Stock Exchange.
XXVII. Income tax
- (I) Income tax recognized in profit or loss
Major components of tax expense (income) were as follows:
| Tax currently payable Prior years adjustment Deferred tax Incurred in this period Income tax expenses (benefits) recognized in profit or loss |
January 1, 2024 to March31,2024 $ - 6,777 $ 6,777 |
January 1, 2023 to March31,2023 |
|---|---|---|
| ( $ 28 ) ( 9,404) ($ 9,432) |
- (II) Income tax recognized in other comprehensive income
| Deferred tax Incurred in this period - Translation of foreign operations - Unrealized gain (loss) on |
January 1, 2024 to March31,2024 ( $ 912 ) ( 1,193) |
January 1, 2023 to March31,2023 |
|---|---|---|
| ( $ 281 ) ( 1,122) |
- 39 -
financial assets at FVTOC Income tax recognized in other comprehensive income ( $ 2,105 ) ( $ 1,403 )
(III) Income tax assessments
The Company’s profit-seeking enterprise income tax returns before 2020 and in
2022 had been examined and approved by the tax authorities.
XXVIII. Loss per share
Unit: NT$ Per
Share
| Share | |||
|---|---|---|---|
| Basic loss per share Diluted loss per share |
January 1, 2024 to March31,2024 ($ 0.05) ($ 0.05) |
January 1, 2023 to March31,2023 |
|
| ( ( |
( ( |
$ 0.12) $ 0.12) |
The net loss and weighted average number of ordinary shares outstanding in calculating loss per share were as follows:
Net loss for this period
| Net loss for this period | |||
|---|---|---|---|
| Net loss in the computation of diluted loss per share Number of shares Weighted average number of ordinary shares used in the computation of basic and diluted loss per share |
January 1, 2024 to March31,2024 January 1, 2023 to March31,2023 ($ 16,054) ($ 36,754) Unit: Thousand Shares January 1, 2024 to March31,2024 January 1, 2023 to March31,2023 300,621 300,621 |
January 1, 2023 to March31,2023 |
|
| 300,621 |
XXIX. Government grants
As of March 31, 2024, the Company has obtained a government loan of NT$282,370 thousand with preferential interest rates under the Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan for capital expenditure and purchase of equipment. The loan will be repaid in installments over a period of five to seven years. The fair value of the loan is estimated to be NT$278,233 thousand based on the market interest rate of 0.87% to 2.00% when the loan was taken out. The difference between the amount obtained and the fair value of the loan is in the amount of NT$4,137 thousand as a government low-interest loan grant and recognized
- 40 -
as unearned revenue. The unearned revenue is reclassified to profit or loss over the useful life of the relevant assets. Other income recognized by the Company during the three months ended March 31, 2024 and 2023 was NT$303 thousand and NT$210 thousand, respectively, and the loan interest expenses recognized were NT$821 thousand and NT$567 thousand, respectively.
If the Company fails to meet the requirements of the project loan regulations during the loan term and the National Development Fund has to stop the loan, and when the processing fee should be charged, the Company shall pay at the initial agreed interest rate plus the annual interest rate.
In addition, the Company has obtained a grant of NT$12,983 thousand under the Demonstration and Promotion Subsidy Program for the Energy Conservation Performance Guarantee Project and completed the project in July 2022. As of March 31, 2024, the Company has recognized the government grant of NT$8,309 thousand in deferred income.
XXX. Disposal of subsidiaries
In February 2024, the Group failed to subscribe for the subsidiary - Keeper Technology Co., Ltd. in proportion to its shareholding, resulting in a decrease in shareholding from 55.23% to 47.66% and a loss of control over the subsidiary.
(I) Analysis of assets and liabilities over which control is lost
| Analysis of assets and liabilities over which control is lost | |
|---|---|
| Current assets Cash and equivalents Notes and accounts receivable Inventories Other current assets non-current assets Property, plant, and equipment Other non-current assets Current liabilities Short-term borrowings Note payable and accounts payable Other current liabilities non-current liabilities Long-term borrowings Other non-current liabilities Net assets disposed of |
Keeper Technology |
| $ 22,808 79,583 160,867 19,823 42,508 28,357 ( 90,660 ) ( 63,074 ) ( 57,969 ) ( 37,376 ) ( 5,173) $ 99,694 |
- 41 -
(II) Loss from disposal of subsidiaries
| Loss from disposal of subsidiaries | |
|---|---|
| Fair value of investment retained Net assets disposed of Non-controlling interests Accumulated exchange differences reclassified from equity to profit or loss due to loss of control over the subsidiary Loss on disposal |
Keeper Technology |
| $ 55,068 ( 99,694 ) 44,626 ( 97) ($ 97) |
XXXI. Capital risk management
In accordance with the overall business environment and the Group’s future development, the Group’s capital structure is regularly reviewed by the main management personnel in consideration of external competition, changes in the environment and other factors. The review includes consideration for various types of capital costs and relevant risks to determine an appropriate capital structure of the Group. The purpose is to satisfy the Group’s requirements for working capital, research
and development expenses, and dividend expenditures in the future, while ensuring that the Group can continue to operate, give back to shareholders and take into account the interests of other stakeholders, and maintaining the best capital structure to enhance shareholders’ value on a long term.
The capital structure of the Group consists of net debt (borrowings less cash and cash equivalents) and equity attributable to owners of the Company (comprising share capital, capital surplus, retained earnings and other equity items), as well as non-controlling interests.
The Group is not subject to any externally imposed capital requirements.
Key management personnel of the Group reviews the capital structure annually. As part of this review, the key management personnel considers the cost of capital and the risks associated with each class of capital. Under the suggestions of the key management personnel, the Group may pay dividends, issue new shares, buy back shares and issue new debts or repay old debts to balance the overall capital structure.
XXXII. Financial instruments
- (I) Fair value—financial instruments not at fair value
The carrying amount of the Group’s financial assets and liabilities measured at amortized cost was close to their fair value in the financial statements at the end of the financial reporting period.
-
42 -
-
(II) Fair value—financial instruments at fair value on a recurring basis
-
Degree of fair value measurements
March 31, 2024
| March 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at FVTPL Domestic listed stocks Gold passbook Structured deposit Total Financial assets at FVTOCI Investment in equity instruments - Domestic stocks listed on TWSE/TPEx and emerging stock markets - Domestic unlisted stocks Total Financial liability at FVTPL Derivatives December 31, 2023 Financial assets at FVTPL Domestic listed stocks Gold passbook Structured deposit Total Financial assets at FVTOCI Investment in equity instruments - Domestic stocks listed on TWSE/TPEx and emerging stock markets - Domestic unlisted stocks March 31, 2023 Financial assets at FVTPL Domestic listed stocks Gold passbook Structured deposit Derivatives Total |
Level 1 $ 120,036 15 - $ 120,051 $ 47,838 - $ 47,838 $ - Level 1 $ 147,580 15 - $ 147,595 $ 41,871 - $ 41,871 Level 1 $ 207,546 15 - - $ 207,561 |
Level 2 $ - - 81,902 $ 81,902 $ - - $ - $ 2,661 Level 2 $ - - 73,876 $ 73,876 $ - - $ - Level 2 $ - - 49,889 909 $ 50,798 |
Level 3 $ - - - $ - $ - 18,570 $ 18,570 $ - Level 3 $ - - - $ - $ - 19,456 $ 19,456 Level 3 $ - - - - $ - |
Total | ||||
| $ 120,036 15 81,902 $ 201,953 $ 47,838 18,570 $ 66,408 $ 2,661 Total |
||||||||
| $ 147,580 15 73,876 $ 221,471 $ 41,871 19,456 $ 61,327 Total |
||||||||
| $ 207,546 15 49,889 909 $ 258,359 |
- 43 -
Financial assets at FVTOCI Investment in equity instruments - Domestic stocks listed on TWSE/TPEx and emerging stock markets $ 32,640 $ - $ - $ 32,640 - Domestic unlisted stocks - - 19,117 19,117 Total $ 32,640 $ - $ 19,117 $ 51,757
There were no transfers between Level 1 and Level 2 fair value during the three months ended March 31, 2024 and 2023.
- Valuation techniques and inputs applied for Level 2 fair value measurement
Class of financial instruments Valuation technique and inputs Structured deposits and Discounted cash flow method: discounted at a wealth management discount rate that reflects the current interest products rate of a financial product at the end of the period. Derivatives - forward Discounted cash flow method: Future cash foreign exchange contracts flows are estimated based on the observable forward exchange rates at the end of the period and the exchange rates and interest rates specified in the contract and discounted at a discount rate that can indicate each counterparty’ credit risk.
- Reconciliation of Level 3 fair value measurements of financial instruments January 1, 2024 to March 31, 2024
| January 1, 2024 to March 31, 2024 | January 1, 2024 to March 31, 2024 | ||
|---|---|---|---|
| Financial assets at FVTPL Financial asset Equityinstrument Beginning retained earnings $ - Recognized in other comprehensive income (unrealized gain (loss) on financial assets at FVTOC) - Ending balance $ - January 1, 2023 to March 31, 2023 Financial assets at FVTPL Financial asset Equityinstrument Beginning retained earnings $ - Recognized in other comprehensive income (unrealized gain (loss) on - |
Financial assets at FVTOCI |
||
| Equityinstrument | |||
| $ 19,456 ( 886) $ 18,570 Financial assets at FVTOCI |
|||
Financial asset Beginning retained earnings Recognized in other comprehensive income (unrealized gain (loss) on |
|||
| Equityinstrument | |||
| $ 18,387 730 |
- 44 -
==> picture [358 x 27] intentionally omitted <==
- Valuation techniques and inputs applied for Level 3 fair value measurement
The fair value of domestic stocks traded on emerging stock markets is estimated based on the closing prices of the stocks in the emerging stock markets and the liquidity. Investments in domestic unlisted equity are estimated by the market approach based on the transaction price of comparable targets, and the difference between the evaluation target and the comparable target is considered to estimate the value of the target evaluated using an appropriate multiplier.
March 31, 2024 December 31, 2023 March 31, 2023 Price-book ratio 1.02~3.72 0.92~3.51 0.90~4.08 Liquidity Discounts 30% 30% 30%
(III) Categories of financial instruments
March 31, 2024 December 31, 2023 March 31, 2023
| Financial asset | |||||||
|---|---|---|---|---|---|---|---|
| Financial assets as | at | ||||||
| FVTPL | |||||||
| Financial assets | |||||||
| designated as | at | ||||||
| FVTPL | $ | 201,953 |
$ | 221,471 |
$ | 258,359 |
|
| Financial assets |
at | ||||||
| amortized cost (Note | |||||||
| 1) | 1,802,015 |
1,986,839 | 1,967,610 | ||||
| Financial assets |
at | ||||||
| FVTOCI | |||||||
| Investment | in | ||||||
| equity instruments | 66,408 |
61,327 | 51,757 | ||||
| Financial liability | |||||||
| Financial assets as | at | ||||||
| FVTPL | |||||||
| Financial assets | |||||||
| designated as | at | ||||||
| FVTPL | 2,661 |
- | - | ||||
| Amortized cost (Note | 2) | 1,016,340 |
1,324,520 | 1,162,998 |
Note 1: The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable, accounts receivable
- 45 -
(including from related parties), other receivables, other financial assets and refundable deposits.
-
Note 2: The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, notes payable, accounts payable (including to related parties), other payables, current portion of long-term borrowings, unearned revenue, long-term borrowings, long-term deferred revenue, and guarantee deposits received.
-
(IV) Financial risk management objective and policies
The Group's main financial instruments include equity investment, accounts receivable, accounts payable, corporate bond payable, borrowings, and lease liabilities. The Group's financial management department provides services to various business units, coordinates the operations in the domestic and international financial markets, and supervises and manages the financial risks related to the Group's operations by analyzing internal risk reports based on the degree and breadth of risks. These risks include market risk (including currency risk, interest rate risk and other price risks), credit risk and liquidity risk.
The Group uses derivative financial instruments to avoid risk exposure to mitigate the impact of these risks. The use of derivative financial instruments is regulated by the policies adopted by the Group's board of directors, which are written principles for exchange rate risk, interest rate risk, credit risk, the use of derivative financial instruments and non-derivative financial instruments and the investment of remaining working capital. Compliance with policies and exposure limits is being reviewed by the internal auditors continuously. The Group does not trade financial instruments (including derivative financial instruments) for speculative purposes.
- Market risk
The main financial risks for the Group’s operating activities are the risk of changes in foreign currency exchange rates (see (1) below) and the risk of changes in interest rates (see (2) below). The Group engages in foreign currency options and other derivative financial instruments to manage the foreign exchange rate risk.
The Group's exposure to the market risk of financial instruments and its management and measurement methods for the risk exposure have remained unchanged.
- 46 -
(1) Exchange rate risk
The Group is engaged in sale and purchase transactions denominated in foreign currencies, which has caused the Group to be exposed to the risk of exchange rate fluctuations. Approximately 87.79% of the Group’s sales are not denominated in the functional currency, and approximately 52.75% of the cost is not denominated in the functional currency. The Group's management of the exposure to the exchange rate risk is to use foreign currency options to manage risks within the scope permitted by the policy.
The carrying amounts of the Group’s foreign currency-denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the balance sheet date are set out in Note 36.
Sensitivity analysis
The Group was mainly affected by the fluctuations in the exchange rates of USD, JPY and CNY.
The following table details the Group’s sensitivity analysis when the New Taiwan dollar (functional currency) increases and decreases by 1% against each relevant foreign currency. The sensitivity to a 1% change in New Taiwan dollars is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis only included monetary items in foreign currencies in circulation and the year-end translation was adjusted with a 1% change in the exchange rates. The positive numbers in the table below indicate the amount by which the net income before tax will be reduced when the New Taiwan dollar appreciates by 1% against the relevant currencies; when the New Taiwan dollar depreciates by 1% against the relevant foreign currencies, the net income before tax will be the negative number of the same amount.
==> picture [358 x 90] intentionally omitted <==
-
47 -
-
(ii) Mainly derived from the Group's JPY-denominated receivables and payables still outstanding at the balance sheet date, against which a cash flow hedge has not been conducted.
-
(iii) Mainly derived from the Group's CNY-denominated receivables and payables still outstanding at the balance sheet date, against which a cash flow hedge has not been conducted.
-
(2) Interest rate risk
Because individual entities within the Group borrow funds at fixed and floating interest rates at the same time, the exposure to the interest rate risk arises. The Group manages the interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to the interest rate risk at the balance sheet date are as follows:
March 31, 2024 December 31, 2023 March 31, 2023
| Fair value interest | ||||||
|---|---|---|---|---|---|---|
| rate risk | ||||||
| -Financial | ||||||
| assets |
$ | 739,700 |
$ | 822,200 | $ | 504,524 |
| -Financial | ||||||
| liabilities |
24,430 |
116,569 | 61,800 | |||
| Cash flow interest | ||||||
| rate risk | ||||||
| -Financial | ||||||
| assets |
347,605 |
420,046 | 740,772 | |||
| -Financial | ||||||
| liabilities |
479,294 |
581,082 | 635,142 |
Sensitivity analysis
The sensitivity analysis below is determined based on the exposure to the interest rate risk of derivatives and non-derivatives at the balance sheet date. For liabilities with floating interest rates, the analysis method is based on the assumption that the amount of liabilities outstanding at the balance sheet date is under outstanding throughout the reporting period. The sensitivity to a 1% change in interest rate is used when reporting the interest rate risk internally to key management personnel of the Group and also represents the management’s assessment of the reasonably possible change in interest rates.
- 48 -
If the interest rate increased/decreased by 1% and all other variables remain unchanged, the Group’s net income before tax during the three months ended March 31, 2024 and 2023 would have decreased/increased by NT$329 thousand and NT$264 thousand, respectively.
The Company's sensitivity to interest rates increased in the current period, mainly due to the decrease in financial instruments with variable interest rates.
(3) Other price risk
The Group's exposure to the equity price risk is due to the investment in the listed equity securities. The equity investment is not held for trading but for strategic investment purposes. The Group does not actively engage in investments. The Group's equity price risk is mainly concentrated on Taiwan Stock Exchange’s equity instruments in specific industries.
Sensitivity analysis
The sensitivity analysis below is based on the equity price risk exposure at the balance sheet date.
If the equity price increased/decreased by 1%, the profit or loss before tax during the three months ended March 31, 2024 and 2023 would have increased/decreased by NT$1,200 thousand and NT$2,075 thousand, respectively, due to the increase/decrease in the fair value of financial assets at FVTPL. Other comprehensive income before tax during the three months ended March 31, 2024 and 2023 would have increased/decreased by NT$478 thousand and NT$326 thousand, respectively, due to the increase/decrease in the fair value of financial assets at FVTOCI.
The Group's sensitivity to the price risk decreased during this period because of the decrease in investment in equity securities held.
- Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the balance sheet date, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to perform an obligation and financial guarantees provided by the Company could arise from:
-
49 -
-
(1) The carrying amount of the financial assets recognized in the consolidated balance sheet.
-
(2) The amount of contingent liabilities arising from the financial guarantee provided by the Group.
The policy adopted by the Group is to conduct transactions only with reputable counterparties, and obtain sufficient guarantees under necessary circumstances to reduce the risk of financial losses due to defaults. The Group only conducts transactions with companies whose ratings are equal to or higher than the investment grade Such information is provided by independent rating agencies; if such information is not available, the Group will refer to other publicly available financial information and mutual transaction records to rate its major customers. The Group continuously monitors credit risk and the credit rating of its counterparties and distributes the total transaction amount to customers with qualified credit ratings, and controls the exposure to credit risk through the counterparty credit limits that are reviewed and approved by the financial management department every year.
In order to mitigate the credit risk, the management of the Group assigns a dedicated team responsible for the determination of credit limits, credit approval and other monitoring procedures to ensure that appropriate actions have been taken in the recovery of overdue receivables. In addition, the Group reviews the recoverable amount of the receivables one by one at the balance sheet date to ensure that the appropriate impairment loss is recognized for uncollectible receivables. In this regard, the management of the Group believes the Group’s credit risk was significantly reduced.
The credit risk on liquid funds and derivatives is not high because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.
The Group's customer base is large and unrelated, so the concentration of credit risk is not high.
- Liquidity risk
The Group manages and maintains sufficient cash and cash equivalents to support its operations and mitigate the impact of cash flow fluctuations. The management of the Group monitors the use of the bank financing facilities and ensures compliance with the terms of the borrowing terms.
- 50 -
Bank borrowings were an important source of liquidity for the Group. As of March 31, 2024, December 31, 2023, and March 31, 2023, for the Group’s unutilized credit facilities, please refer to (3) below for description of financing facilities.
- (1) Liquidity and interest rate risk tables for non-derivative financial liabilities
The remaining contractual maturity analysis of non-derivative financial liabilities was based on the earliest date at which the Group might be required to repay and was compiled based on the undiscounted cash flows of financial liabilities (including principal and estimated interest). Therefore, the bank borrowings with a repayment on demand clause were included in the earliest time period, regardless of the probability of exercise of the right by banks. The maturity analysis of other non-derivative financial liabilities was compiled in accordance with the agreed repayment date.
March 31, 2024
| March 31, 2024 | |||
|---|---|---|---|
| Non-derivative financial liabilities Non-interest-bearing liabilities Note payable and accounts payable Other payables (Note) Floating interest rate instruments Fixed interest rate instruments lease liabilities |
Less than 1year $ 276,414 123,368 177,377 24,430 3,866 $ 605,455 |
Over 1year | |
| $ - - 301,917 - 78,746 $ 380,663 |
Further information on the analysis of undiscounted lease liabilities maturity dates is as follows:
==> picture [354 x 28] intentionally omitted <==
- 51 -
December 31, 2023
| December 31, 2023 | |||
|---|---|---|---|
| Non-derivative financial liabilities Non-interest-bearing liabilities Note payable and accounts payable Other payables (Note) Floating interest rate instruments Fixed interest rate instruments lease liabilities |
Less than 1year $ 406,651 73,710 234,475 80,044 11,479 $ 806,359 |
Over 1year | |
| $ - 1,294 346,607 36,525 110,489 $ 494,915 |
Further information on the analysis of undiscounted lease liabilities maturity dates is as follows:
| Less than One Year lease liabilities $ 11,479 March 31, 2023 Non-derivative financial liabilities Non-interest-bearing liabilities Note payable and accounts payable Other payables (Note) Floating interest rate instruments Fixed interest rate instruments lease liabilities |
Less than One Year |
1-5 Years | 1-5 Years | 1-5 Years | 1-5 Years | 5-10 Years | 10-15 Years | 10-15 Years | 10-15 Years | 15-20 Years | 15-20 Years | 15-20 Years | Over 20 Years |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 16,193 |
||||||||||||||
| $ 305,448 53,193 221,881 53,605 15,613 $ 649,740 |
$ - - 413,262 8,194 116,865 $ 538,321 |
Further information on the analysis of undiscounted lease liabilities maturity dates is as follows:
==> picture [354 x 29] intentionally omitted <==
- 52 -
Note: The other payables mentioned above do not include salaries payable and pensions payable.
- (2) Financing facilities
March 31, 2024 December 31, 2023 March 31, 2023
| March 31,2024 | December 31,2023 | March 31,2023 | March 31,2023 | |
|---|---|---|---|---|
| Unsecured bank borrowings facility - Amount used - Amount unused Secured bank borrowings facility - Amount used - Amount unused |
$ 32,630 977,370 $ 1,010,000 March31,2024 $ 472,482 577,518 $ 1,050,000 |
$ 38,460 965,065 $ 1,003,525 December31,2023 $ 660,881 602,119 $ 1,263,000 |
$ 61,672 840,578 $ 902,250 March31,2023 |
|
| $ 637,038 550,962 $ 1,188,000 |
XXXIII. Related party transactions
Balances and transactions between the Company and its subsidiaries have all been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and other related parties are as follows.
- (I) Related party name and category
Related Party Name Related Party Category Associate Associate by investment using the equity Coretech Optical Co., Ltd. method Hsinjing Holding Co., Ltd. Associate by investment using the equity method Keeper Technology Associate by investment using the equity method (was a subsidiary until February 2024)
Substantive related party Epistar Corporation
Epistar Corporation Its parent company is a director of the Company. Lextar Electronics Corporation Its parent company is a director of the Company. Prolight Opto Technology Its parent company is a director of the Corporation Company. best Epitaxy Manufacturing Co. The parent company is a director of the Ltd. Company (was a related party until June 2023)
Lextar Electronics (Chuzhou) Its parent company is a director of the Corp. Company.
- 53 -
iReach Corporation
The parent company is a director of the Company (was a related party until June 2023)
- (II) Operating income
| Operating income | 2023) | |||
|---|---|---|---|---|
| Line Item Sale |
Category of related party/Name Substantive related party Lextar Electronics Corporation Lextar Electronics (Chuzhou) Corp. Others |
January 1, 2024 to March 31, 2024 $ 38,447 5,227 437 $ 44,111 |
January 1, 2023 to March 31, 2023 |
|
| $ 32,744 5,414 565 $ 38,723 |
The selling prices to related parties are equivalent to those to ordinary customers, and the payment terms are implemented in accordance with the Group's payment policy.
- (III) Purchase of goods
| Purchase of goods | ||||
|---|---|---|---|---|
| Line Item Inventories - raw materials |
Category of related party/Name Substantive related party Epistar Corporation best Epitaxy Manufacturing Co. Ltd. |
January 1, 2024 to March 31, 2024 $ 7,261 - $ 7,261 |
January 1, 2023 to March 31, 2023 |
|
| $ 8,317 21 $ 8,338 |
The purchase prices from related parties are equivalent to those to ordinary clients and the purchase terms are implemented in accordance with the Group’s policy.
- (IV) Receivables from related parties
| Line Item Accounts receivable - related parties |
Category of related party/Name Substantive related party Lextar Electronics Corporation Lextar Electronics (Chuzhou) Corp. Others |
March 31,2024 $ 54,463 7,045 989 $ 62,497 |
December 31,2023 $ 30,251 7,873 1,001 $ 39,125 |
December 31,2023 $ 30,251 7,873 1,001 $ 39,125 |
March 31,2023 $ 39,335 9,064 726 $ 49,125 |
March 31,2023 $ 39,335 9,064 726 $ 49,125 |
|---|---|---|---|---|---|---|
| $ 30,251 7,873 1,001 $ 39,125 |
$ 39,335 9,064 726 $ 49,125 |
- 54 -
The Group's selling prices to related parties are equivalent to those to ordinary customers, and the payment terms are implemented in accordance with the Group's payment policy. No guarantee is received for the accounts receivable from related parties still outstanding. No loss allowance was provided for accounts receivable from related parties during the three months ended March 31, 2024 and 2023.
- (V) Payables to related parties (excluding loans from related parties)
| Line Item Accounts payable - related parties Other receivables - related parties |
Category of related party/Name Substantive related party Epistar Corporation best Epitaxy Manufacturing Co. Ltd. Substantive related party best Epitaxy Manufacturing Co. Ltd. |
March 31,2024 $ 7,624 - $ 7,624 $ - |
December 31,2023 | December 31,2023 | March 31,2023 | March 31,2023 |
|---|---|---|---|---|---|---|
| $ 7,560 - $ 7,560 $ - |
$ 9,134 22 $ 9,156 $ 40 |
The Group's purchase price from related parties are handled in accordance with the general purchase terms; the payment period to related parties and non-related parties is implemented in accordance with the Company's payment policy.
No guarantee is provided for the balance of the outstanding accounts payable to related parties.
- (VI) Transactions with other related parties
| Transactions with other | related parties | |||
|---|---|---|---|---|
| Line Item Interest income |
Category of related party Associate Keeper Technology |
January 1, 2024 to March 31, 2024 $ 3 |
January 1, 2023 to March 31, 2023 |
|
| $ - |
- (VII) The joint guarantor of the Group’s borrowings and actual amount used is as follows:
==> picture [412 x 54] intentionally omitted <==
- 55 -
(VIII) Compensation of key management personnel
| Short-term employee benefits Post-employment benefits |
January 1, 2024 to March31,2024 $ 5,693 92 $ 5,785 |
January 1, 2023 to March31,2023 |
January 1, 2023 to March31,2023 |
|---|---|---|---|
| $ 5,605 113 $ 5,718 |
The remuneration of directors and other key management personnel was determined by the remuneration committee based on the performance of individuals and market trends.
XXXIV. Pledged Assets
The following assets have been provided as collateral for financing loans and security for tariff of imported raw materials:
Trade receivable Restricted time deposits (accounted for in financial assets at amortized cost) Restricted bank demand deposits (accounted for in financial assets) Land Buildings |
March31,2024 $ - 6,282 - 62,273 607,439 $ 675,994 |
December31,2023 $ 9,404 8,739 7,017 62,273 612,310 $ 699,743 |
March31,2023 | March31,2023 |
|---|---|---|---|---|
| $ - 7,665 2,503 62,273 626,925 $ 699,366 |
XXXV. Significant Contingent Liabilities and Unrecognized Commitments
Except for those already mentioned in other notes, the Group's significant commitments as of the balance sheet date are as follows:
-
(I) As of March 31, 2024, December 31, 2023, and March 31, 2023, the balance of unused letters of credit issued by the Group for imported raw materials and equipment was equivalent to NT$4,495 thousand, NT$5,603 thousand, and NT$9,598 thousand, respectively.
-
(II) As of March 31, 2024, the total price of the uncompleted important equipment and engineering procurement contracts of the Group was equivalent to NT$184,832 thousand; an amount of NT$132,626 thousand has been paid, and the remaining amount of NT$52,206 thousand has not been paid.
-
56 -
XXXVI. Significant assets and liabilities denominated in foreign currencies
The following information was aggregated by the foreign currencies other than functional currencies of the Group and the exchange rates between foreign currencies and respective functional currencies were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:
March 31, 2024
Foreign currencyasset Monetary items USD CNY JPY Foreign currency liabilities Monetary items USD CNY JPY December 31, 2023 Foreign currencyasset Monetary items USD CNY JPY Foreign currency liabilities Monetary items USD CNY JPY March 31, 2023 Foreign currencyasset Monetary items USD CNY JPY EUR |
Foreign currency $ 15,772 48,868 962 167 4,754 209,405 Foreign currency $ 16,279 47,842 908 367 4,117 230,266 Foreign currency $ 15,900 36,399 3,493 4 |
Exchange rate 32.00 4.41 0.21 32.00 4.41 0.21 Exchange rate 30.71 4.33 0.22 30.71 4.33 0.22 Exchange rate 30.45 4.43 0.23 33.15 |
Carryingamount |
|---|---|---|---|
| $ 504,704 215,411 203 5,344 20,956 44,289 Carryingamount |
|||
| $ 499,847 207,013 197 11,269 17,814 50,014 Carryingamount |
|||
| $ 484,155 161,284 799 133 |
- 57 -
| Foreign currency | |||
|---|---|---|---|
| liabilities | |||
| Monetary items | |||
| USD | 664 |
30.45 | 20,219 |
| CNY | 2,688 |
4.43 | 11,911 |
| JPY | 255,920 |
0.23 | 58,555 |
| EUR | 568 |
33.15 | 18,829 |
The amounts of the Group’s foreign currency exchange gains (losses) for the three months ended March 31, 2024 and 2023 were NT$24,686 thousand and NT$(850) thousand, respectively. Due to the wide variety of foreign currency transactions and the functional currencies of the entities of the Group, it is impossible to disclose the foreign currency exchange gains and losses based on each foreign currency of significance.
XXXVII. Additional Disclosures
-
(I) Information on significant transactions and (II) investees:
-
Financing provided to others: (Table 1)
-
Marketable securities held (excluding investment in subsidiaries, associates, and joint venture equity): Table 2.
-
Marketable securities acquired or sold at costs or prices at least NT$300 million or 20% of the paid-in capital: none.
-
Acquisition of individual property at costs of at least NT$300 million or 20% of the paid-in capital: none.
-
Disposal of individual property at costs of at least NT$300 million or 20% of the paid-in capital: none.
-
Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: none.
-
Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: none.
-
Trading in derivative instruments: Note 7.
-
Other: Significant transactions between the parent company and its subsidiaries: Table 6.
-
Information on investees: Table 3.
-
(III) Information on investments in Mainland China:
-
Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees,
-
58 -
investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income and limit on the amount of investment in the Mainland China area: Table 4.
-
Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms and unrealized gains or losses: Table 5.
-
(IV) Information on major shareholders: list of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: Table 7.
XXXVIII. Segments Information
Information reported to the chief operating decision-maker for resource allocation and segment performance assessment focuses on types of goods or services delivered or provided. The Group’s segments to be reported are as follows:
-
(I) Compound semiconductor components
-
(II) Si Component Operation Center
Segment revenues and results
The following was an analysis of the Group’s revenue and results by the reporting department:
| department: | |||||
|---|---|---|---|---|---|
| Compound semiconductor components Si Component Operation Center Others Total revenue of continuing operations Share of profit (loss) on associates using the equity method Interest income Net foreign exchange gains (losses) Net loss (gain) on financial assets and liabilities at FVTPL Financial costs Other income Net loss before tax |
Segment | Revenue January 1, 2023 to March 31, 2023 $ 174,447 287,967 60,828 $ 523,242 |
segmentprofit or loss | ||
| January 1, 2024 to March 31, 2024 $ 156,018 357,402 41,217 $ 554,637 |
January 1, 2024 to March 31, 2024 ( $ 4,257 ) ( 4,524 ) 4,865 ( 3,916 ) 645 2,923 24,686 ( 30,352 ) ( 2,707 ) 1,709 ($ 7,012) |
January 1, 2023 to March 31, 2023 |
|||
| ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
$ 15,187 ) 49,167 ) 2,347) 66,701 ) 3,651 ) 2,060 850 ) 23,599 3,341 ) 1,638 $ 47,246) |
- 59 -
The segment revenue above is all generated from transactions with external customers. There were no inter-segment sales during the three months ended March 31, 2024 and 2023.
Segment profit refers to the profit earned by each segment, excluding share of profit or loss of affiliated companies using the equity method, interest income, net foreign currency exchange gain (loss), net income (loss) of financial assets and liabilities measured at fair value through profit or loss, finance costs, and other income. This is the measure reported to the chief operating decision-maker for resource allocation and assessment of segment performance.
- 60 -
TYNTEK Corporation and Its Subsidiaries Financing provided to others January 1, 2024 to March 31, 2024
Table 1
Unit: NTD thousand
| Serial No. |
Lender | Borrower | Financial Statement Account |
Related Party Status |
Maximum Balance for the Period |
Ending balance | Transaction Amounts |
Interest Rate (Note 3) |
Category of Financing Provided |
Business Transaction Amounts |
Reasons for Necessity of Short-term Financing |
Loss Allowance | Collateral | Collateral | Limit of Financing to Individual Borrower (Note 1) |
Total Limit of Financing Provided (Note 2) |
Remar ks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||||
| 0 | TYNTEK Corporation |
Keeper Technology |
Other receivables - related parties |
Yes |
$ 10,000 | $ 10,000 | $ - | 2.38% | Need for short-ter m financing |
$ - | Bank loan repayment and purchase of equipment |
$ - |
- |
$ - | $ 377,016 | $ 754,031 |
Note 1: TYNTEK Corporation's limit of financing to individual borrowers does not exceed 10% of the net value stated in the most recent financial statements reviewed/audited by CPAs.
Note 2: TYNTEK Corporation's total limit of financing to borrowers does not exceed 20% of the net value stated in the most recent financial statements reviewed/audited by CPAs. Note 3: TYNTEK Corporation's interest rate ranges of financing to others are based on the borrowing interest rate of financial institutions plus 5%.
- 61 -
TYNTEK Corporation and Its Subsidiaries
Marketable Securities Held at the End of Year
March 31, 2024
Table 2
Unit: in thousand of New Taiwan Dollars/Thousand Units/Thousand Shares
| Holding Company Name |
Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | March 31,2021 | March 31,2021 | Remarks | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares/Units |
Carrying amount | Percentage of Ownership |
Market price | |||||
| TYNTEK Corporation Long Benefit Investment Co., Ltd. |
Unity Opto/stock/common stock First Commercial Bank/gold passbook Fittech Co., Ltd./stock/common stock Fujian Zhaoyuan Photoelectric Co., Ltd. Unity Opto/stock/common stock Chipwell Tech Corporation/stock/common stock Brightek Optoelectronic Co., Ltd./stock/common stock Hanpin Electron Co., Ltd./stock/common stock Elite Advanced Laser Corporation/stock/common stock Fittech Co., Ltd./stock/common stock Chipwell Tech Corporation/stock/common stock Chipstar Tech Corporation/stock/common stock |
None None Investee with 0.37% of shares held Investee with 4.28% of shares held None Investee with 1.84% of shares held Investee with 1.50% of shares held None None Investee with 2.37% of shares held Investee with 0.76% of shares held Investee with 10.95% of shares held |
Financial assets at FVTPL - Current Financial assets at FVTPL - Current Financial assets at FVTPL - Current Financial assets at FVTPL - Non-current Financial assets at FVTOCI - current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTPL - Current Financial assets at FVTPL - Current Financial assets at FVTPL - Current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current |
264 - 275 - 836 494 1,020 220 70 1,740 204 698 |
$ - 15 14,320 - - 8,827 47,838 10,054 5,180 90,482 3,925 5,818 |
- - 0.37 4.28 - 1.84 1.50 - - 2.37 0.76 10.95 |
$ - 15 14,320 - - 8,827 47,838 10,054 5,180 90,482 3,925 5,818 |
Note 1 Note 1 |
Note 1: Because the public company Unity Opto Technology co., Ltd. (hereinafter referred to as Unity Opto) failed to publish its financial statements for 2019 Q4 prior to a deadline, it was sanctioned by the Taiwan Stock Exchange on April 1, 2020, and it stock was stopped to be traded starting from April 7, 2020. After prudent evaluation, the Group recognized all shares of Unity Opto held as financial asset valuation losses. Note 2: Refer to Table 3 for the information on subsidiaries and associates.
- 62 -
TYNTEK Corporation and Its Subsidiaries
Information on Investees
January 1, 2024 to March 31, 2024
Table 3
Unit: In thousand of New Taiwan Dollars/Thousand Shares
| Investor | Investor Company | Location | Main Businesses and Products |
Investment Amount | Investment Amount | As of March 31,2020 | As of March 31,2020 | As of March 31,2020 | Gains (losses) on investee |
Gains (losses) on investment recognized by the Company |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2021 | March 31, 2020 | Shares | Percentage (%) |
Carrying amount |
|||||||
| TYNTEK Corporation TEK Holding Co., Ltd. Long Benefit Investment Co., Ltd. |
TEK Holding Co., Ltd. Long Benefit Investment Co., Ltd. Hsinjing Holding Co., Ltd. Coretech Optical Co., Ltd. Keeper Technology Keyway International L.L.C. Coretech Optical Co., Ltd. |
3RD FLOOR, YAMRAJ BUILDING, MARKET SQUARE, ROAD TOWN, TORTOLA, BRITISH VIRGIN ISLANDS. No. 1387, Renai Road, Zhunan Township, Miaoli County 3F-1, No. 193, Fuxing 2nd Road, Zhubei City, Hsinchu County 7F-6, No. 35, Xintai Road, Zhubei City, Hsinchu County No. 29, Wuquan 7th Road, Wugu District, New Taipei City 3500 South Dupont Highway, Dover, Delaware 19901,U.S.A. 7F-6, No. 35, Xintai Road, Zhubei City, Hsinchu County |
Investment in various overseas businesses General investment General investment Machinery, electronic components, power generation, transmission, and distribution machinery, as well as precision equipment manufacturing Mechanical installation, retail and wholesale of electronic materials, automobile and scooter parts and accessories, traffic sign equipment and other machinery, as well as manufacturing of lighting equipment and other machinery Investment in various overseas businesses Machinery, electronic components, power generation, transmission, and distribution machinery, as well as precision equipment manufacturing |
$ 258,290 185,000 591,378 5,000 30,000 258,768 25,228 |
$ 258,290 185,000 591,378 5,000 30,000 258,768 25,228 |
6,700 28,749 17,794 200 2,033 - 2,000 |
100 100 22.79 2.08 16.41 100 20.81 |
$ 245,005 238,587 158,851 2,335 20,119 242,102 23,359 |
( $ 1,446 ) ( 20,168 ) ( 7,661 ) ( 1,649 ) 10,942 ( 1,455 ) ( 1,649 ) |
( $ 1,446 ) ( 20,168 ) ( 1,782 ) ( 34 ) 1,928 ( 1,455 ) ( 343 ) |
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| Keeper Technology Global Unity Int’l Co., Ltd. |
Keeper Technology Global Unity Int’l Co., Ltd. Creation New Technology Inc. |
No. 29, Wuquan 7th Road, Wugu District, New Taipei City Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius Vistra Corporate Services Centre, Ground Floor NPF Building, Beach Road. Apia Samoa |
Mechanical installation, retail and wholesale of electronic materials, automobile and scooter parts and accessories, traffic sign equipment and other machinery, as well as manufacturing of lighting equipment and other machinery Investment in various overseas businesses Investment in various overseas businesses |
48,977 32,376 32,376 |
48,977 32,376 32,376 |
3,871 1,000 1,000 |
31.25 100 100 |
38,300 - - |
10,942 - - |
3,670 - - |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
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Unite: In Thousands of New Taiwan Dollars, Unless Stated Otherwise
TYNTEK Corporation and Its Subsidiaries
Information on investments in Mainland China
January 1, 2024 to March 31, 2024
Table 4
I. Information on investments in mainland China:
(I) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, gains or losses on investment, carrying amount of the investment and repatriations of investment income:
| Name of Investee | Main Businesses and Products |
Paid-in Capital | Method of Investments |
Accumulated Investment Amount from Taiwan at Beginning of Period |
Investment Flows | Investment Flows | Accumulated Investment Amount from Taiwan at End of Period |
% Ownership of Direct or Indirect Investment |
Gains (losses) on Investment |
Carrying Amount of Investments at End of Period |
The Repatriated Proceeds of Investments as of This Period |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||
| Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. Fujian Zhaoyuan Photoelectric Co., Ltd. |
Other light-emitting diode production and sales business Other light-emitting diode production and sales business |
$ 258,290 (USD 6,700 thousand ) 6,692,823 (CNY 1,437,000,000) |
Investment in China via a company set up in a third region Direct investment in companies in China |
$ 258,290 ( USD 6,700 thousand ) 468,652 ( US$ 8,565,000 and CNY45,890 thousand) |
$ - - |
$ - - |
$ 258,290 ( USD6,700 thousand ) 468,652 ( US$ 8,565,000 and CNY45,890 thousand ) |
100% 4.28% (Note 1) |
( $ 1,456 ) - |
$ 242,082 - |
$ - - |
Note 1: The Company failed to subscribe to shares arising from capital increase in the proportion of the ownership and disposed of a portion of its investment equity in the company in June 2018 and thus lost significant influence. Therefore, it was reclassified as financial assets measured at FVTPL.
(II) Limit on investment amount in Mainland China:
| Limit on investment amount in Mainland China: | ||
|---|---|---|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31,2021 |
Investment Amount Authorized by Investment Commission, MOEA |
Limit on Investment Amount Stipulated by Investment Commission, MOEA |
| $742,324 (USD 15,749 thousand and CNY 45,890 thousand) |
$742,370 (USD 23,042 thousand) |
$2,262,094 |
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TYNTEK Corporation and Its Subsidiaries
Significant Transactions with Investee Companies in Mainland China, Either Directly or Indirectly Through a Third Party and Their Prices, Payment Terms, Unrealized Gains Or Losses and Relevant Information January 1, 2024 to March 31, 2024
Table 5
Unite: In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| Name of Investee | Transaction Type | Amount | Transaction Terms | Transaction Terms | Accounts Receivable(Payable) | Accounts Receivable(Payable) | Unrealized Gains or Losses |
|
|---|---|---|---|---|---|---|---|---|
| Price | Payment Term | Comparison with General Transaction |
Balance | Percentage | ||||
| Yuanmao Opto-electronic Technology (Wuhan) Co.,Ltd. |
Contract processing | $ 21,968 (Processingexpense) |
By negotiation | T/T | O/A with net 120 days |
Processing expense payable $13,062 |
5.78% |
$ - |
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TYNTEK Corporation and Its Subsidiaries
Significant Transactions Between the Parent Company and Its Subsidiaries
January 1, 2024 to March 31, 2024
Table 6
Unit: NTD thousand
| Serial No. (Note 1) |
Transaction Company | Counterparty | Relationship with Counterparty (Note 2) |
Transaction | |||
|---|---|---|---|---|---|---|---|
| Account | Amount (Note 4) |
Transaction Terms | Percentage in Consolidated Total Revenue or Total Assets(Note 3) |
||||
| 0 | TYNTEK Corporation | Yuanmao Opto-electronic Technology (Wuhan) Co., Ltd. Long Benefit Investment Co., Ltd. |
1 1 |
Processing expense Expenses payable Rent income |
$ 21,968 13,062 34 |
The pricing of the contract processing expenses is not able to be compared with other manufacturers' OEM prices and conditions because the Group did not commission other manufacturers for contract processing. Same as general payment terms - |
3.96% 0.27% 0.01% |
Note 1: The types of business transactions are indicated by the following numbers shown in the No. column:
-
0 - ITEQ (parent company).
-
The subsidiaries are coded sequentially beginning from “1” by each individual company.
Note 2: The transaction relationships are as follows. Please indicate the type:
1 Parent to subsidiary
-
2 Subsidiary to parent
-
3 Subsidiary to subsidiary
-
Note 3: For the calculation of the ratio of the transaction amount to the consolidated total revenue or total assets, if it is an asset-liability account, it is calculated based on the ending balance as a percentage of the consolidated total assets; if it is a profit-loss account, it is calculated based on the accumulated amount throughout the year as a percentage of the consolidated total revenue.
Note 4: The transactions between the parent and subsidiaries have been eliminated when the consolidated financial statements are prepared.
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TYNTEK Corporation
Information on main investors
March 31, 2024
Table 7
| Name of major shareholder | Shares | |
|---|---|---|
| Shares held(shares) | Shares Ratio | |
| Ennostar Inc. | 23,799,000 | 7.91% |
Note: The information on major shareholders in this table is calculated by Taiwan Depository and Clearing Corporation on the last business day at the end of the quarter when the shareholders as a whole hold at least 5% of the ordinary shares and preference shares with the dematerialized registration and delivery (including treasury shares) completed. The share capital in the Company's consolidated financial statements and the actual number of shares with the dematerialized registration and delivery completed may differ due to different calculation bases.
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