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UNITECH — Annual Report 2022
Jun 30, 2023
52034_rns_2023-06-30_04bfa6fa-69a5-47ac-9b36-e3b41ccba50f.pdf
Annual Report
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Stock Code: 2367
Information on the Annual Reports of the Company is available at the following website (Market Observation Post System (MOPS): https://mops.twse.com.tw/mops/web/index)
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Unitech Printed Circuit Board Corp.
2022
Annual Report
Printed on 2023.04.30
I. The Titles and Telephone Numbers of the Company Spokesperson and Acting Spokesman: Name: Wu, Chin-Fang
Title: Spokesperson Tel.: (02)2268-5071 E-mail: [email protected] Name: Jason Chou Title: Acting Spokesman Tel.: (02)2268-5071 E-mail: [email protected]
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II. Company Address and Telephone Number:
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(1) Address: Plant No. 1: No. 62, Zhongshan Road, Tucheng Industrial Park, Tucheng District, New Taipei
Plant No. 2: No. 3, Lane 4, Zhongshan Road, Tucheng Industrial Park, Tucheng Direct, New Taipei
Plant No. 4: No. 6, Zhongshan Road, Tucheng Industrial Park, Tucheng District, New Taipei
Yilan Plant: No. 36, Dingping Road, Dinliao Li, Suao Township, Yilan County Yilan Branch: No. 16, Ligong 1[st] Road Section II, Wujie Town, Yilan County (2) Tel.: Plant No. 1: ((02)2268-7826
Plant No. 2: (02)2268-5071 Plant No. 4: (02)2268-5071 Yilan Plant: (03)970-5818
III. Name, Address, and Telephone Number of Share Registrar
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(1) Name: Office of Unitech Share Registrar
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(2) Address: 12F, No. 98, Tunhua South Road Section II, Taipei
(3) Tel.: (02)2705-1333
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(4) Website: https://www.pcbut.com.tw
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IV. Names of CPAs, Name of CPA Office, Address, and Telephone Number:
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(1) Name: Chuang, Chun-Wei and Hsu, Ming-Fang
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(2) Name of CPA Office: KPMG Taiwan
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(3) Address: 68F, No. 7, Xinyi Road Section V, Taipei (Taipei 101)
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(4) Tel.: (02)8101-6666
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(5) Website: http://kpmg.com/tw
V. Names of the Overseas Exchanges for the Listing of Stock for Trading, and Means of Inquiry of Related Securities Traded Overseas: None.
VI. Official Website of the Company: https://www.pcbut.com.tw
Unitech Printed Circuit Board Corp.
Table of Contents
Page One. A Message to Shareholders ................................................................................................................ 1 Two. Company Profile ................................................................................................................................ 13 Three. Report on Corporate Governance .................................................................................................. 15 I. Company Organization .................................................................................................................. 15 II. Profiles of Directors, President, Vice Presidents, and Heads of Functions and Branches ........... 18 III. Remunerations to Directors, Supervisors, President, and Vice Presidents in the Previous Period ...................................................................................................................................................... 28 IV. State of Corporate Governance ................................................................................................. 32 V. Information About Audit Fees for Independent Auditors ........................................................... 77 VI. Information on Replacement of Independent Auditors ............................................................. 78 VII. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period ...................................................................................................................................... 79 VIII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed .................................................................... 80 IX. The top 10 shareholders by shareholding who are related parties, spouse, next of kin to one another ................................................................................................................................................... 81 X. The quantity and proportion of shares held by the Directors, Supervisors, managers, and direct or indirect controlled entities of the Company in the particular company in aggregate…...…...83 Four. Capitalization ............................................................................................................................................... 84 I. Source of Capital Stock ................................................................................................................. 84 II. Component of Shareholders ......................................................................................................... 88 III. Dispersion of Equity .................................................................................................................... 89 IV. List of Dominant Shareholders .................................................................................................... 89 V. Market Price, Net Value, Earnings, Dividends per Share in the Last Two Years and Related Information ................................................................................................................................ 90 VI. Dividend Policy and Implementation ......................................................................................... 91 VII. Influence of stock dividends planned to be paid out as resolved by this General Meeting of Shareholders on the operational performance and financial position of the Company ............. 91 VIII. Remuneration to the Employees and Directors ........................................................................ 92
IX. The Company repurchased the shares it issued. .......................................................................... 92 X. Issuance of corporate bonds (including offshore corporate bonds) .............................................. 92 XI. Issuance of preferred shares ........................................................................................................ 92 XII. Participation in the issuance of overseas depository receipts .................................................... 92 XIII. Issuance of employee stock options ......................................................................................... 92 XIV. Issuance of restricted employee new shares ............................................................................. 92 XV. Acquisition or acceptance of assigned new shares from other companies ................................ 92 XVI. Implementation of the Fund Utilization Plan ........................................................................... 92 Five. Operation Highlight ........................................................................................................................... 93 I. Content of Business......................................................................................................................... 93 II. Market, Production, and Sale ......................................................................................................... 96 III. The Number of Employees, the Average Years of Service Seniority, Average Age, and Education Levels of the Employees in the Last 2 Years up to the Day This Report Was Printed………..103 IV. Information on Spending on Environmental Protection..............................................................104 V. Labor Management Relations.......................................................................................................105 VI. Information and Communication Security Management………………………………………108 VII. Major Contracts..........................................................................................................................112 Six. Financial Position ..............................................................................................................................113 I. Condensed Balance Sheet, Comprehensive Income Statement, the Independent Auditors of the Statements and Audit Opinions Over The Last 5 Years………………………………...……..113 II. Financial Analysis of the Last Five Years………………………………………………...……..120 III. Audit Committee Review Report on Financial Statements of the Previous Period…………….126 IV. Financial Statements of the Previous Period With Auditors’ Report……………………….…..128 V. The Audited Separate Financial Statements of the Previous Period…………………….………209 VI. Any insolvency to the Company and its affiliates in the previous period to the day this report was printed……………………………………………………………………………….….…..…285 Seven. Review of Financial Position and Financial Performance, and Assessment of Risks……….…..285 I. Comparative Analysis of Financial Position……………………………………………….…….285 II. Comparative Analysis of Financial Performance………………………………………………..285 III. Cash Flow Analysis………………………………………………………………………..……286 IV. Major Capital Expenditures in the Previous Period and its Influence on Financial Position and Operation………………………………………………………………………...…………….286 V. Investment Policy Over the Last 5 Years, the Main Reason for Profit or Loss, Corrective Action Plan, and the Investment Plan of the Coming Year…………………………………...……….287 VI. Analysis and Assessment of Risks……………………………………………………...………288 VII. Other Matters of Materiality…………………………………………………………………...289 Eight. Important Information………………………………………………………………….…………290 I. Information on Affiliates………………………………………………………………...……….290
II. Offering of securities through private placement in the previous period to the day this report was printed……………………………………………………………………………..…………295 III. Holding or disposal of the shares issued by the Company by its subsidiaries in the previous period to the day this report was printed……………………………………………….……295 IV. Other Supplementary Information…………………………………………………………….295 Nine. The occurrence of events as stated in Subparagraph 2 of Paragraph 3 under Article 36 of the Securities and Exchange Act in the previous period to the day this report was printed that significantly affected shareholders equity or stock price of the Company………………………..295
One. A Message to Shareholders
Ladies and Gentlemen, Dear Shareholders,
In 2022, with the widespread vaccination against the COVID-19 pandemic and a significant reduction in severe cases, all sectors of society are anticipating the gradual opening up of national borders; thus, the economy may witness a wave of recovery. However, in February 2022, the outbreak of the Russo-Ukrainian War resulted in rising prices of raw materials and crude oil, followed by the escalation of the pandemic and lockdown in coastal cities in China in April, leading to an increased risk of supply chain disruption. Due to the unfavorable factors, such as the interest rate hikes to curb inflation and the European energy crisis, resulting in the crowding out effect, people tend to pay for daily necessities. Therefore, consumer electronics has borne the brunt. All of this has greatly undermined the momentum of economic recovery.
In 2022, after two years of decline in revenue, Unitech witnessed a 29% growth in consolidated revenue compared to 2021. This can be attributable to three reasons in the product aspect:
First, the rigid-flex printed circuit board (RFPCB) has finally seen a significant growth with the application of new products. This part has made up for the gap in the product lines caused by changes in clients’ designs. In 2022, the overall revenue almost returned to 80% of the previous peak. In addition, the high-end level and larger area of RFPCBs in terms of design and single boards mainly contributed to the revenue growth. Moreover, this product line is a new design solution. During the transition period, the demand, built on the existing market share, has grown significantly.
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Secondly, the growth is attributable to the recovery of the automotive industry. Although the recovery of the automotive industry has been affected by the unfavorable factors of a shortage of ICs and supply chain disruption, the overall sales of automobiles have grown. Unitech has also enhanced the development work for different clients through endeavors in the field of automotive electronics over the past few years, and the efforts paid off in 2022. In addition to the revenue growth from existing clients, there are two or three new clients contributing to our revenue. Therefore, the overall revenue in 2022 witnessed a significant increase, and our overall automotive electronics business grew by 19% compared to 2021. In 2023, with the recovery of the automotive industry, the increased penetration rate of electric vehicles, and the advanced driver-assistance system (ADAS) moving to the preliminary stage of Level 3, automotive electronics will undergo both qualitative and quantitative changes in the future. It is estimated that revenue growth will continue in the coming year.
Thirdly, the growth is attributable to the low-orbit satellite initial development achievements. With the rapid rise of low-orbit satellites recently, after years of development, Unitech also participated in the industry to adopt such satellites in 2022. As the low-orbit satellite industry is relatively confidential and sensitive, there are certain entry barriers to this industry, and the competition is not as fierce as that of consumer products. It will be in the growth stage in the next few years. Thus, we believe that there will be room for continuous growth in the future.
Based on our observations, under the influence of a high inventory of consumer electronics products and the unfavorable factors of inflation and interest rate hikes in the overall environment in 2023, the overall economic growth in the first half of 2023 is relatively pessimistic. However, with the opening up of national borders around the world, China also began to open up its boarders this February. In addition, due to the market reaction to the raw materials and crude oil after the outbreak of the Russo-Ukrainian War and other negative events throughout 2022, if the situation does not deteriorate sharply, we believe that the prices
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of crude oil and raw materials should not fluctuate significantly. According to the predictions of professional institutions, inflation will slow down as the base period is prolonged. Therefore, interest rate hikes are also expected to slow down. With favorable economic development factors, if the destocking of consumer electronics goes well in the first half of 2023, the economy is expected to recover quarter by quarter in 2023. However, how long the RussoUkrainian War will last remains to be observed. Additionally, the protracted US-China trade war will be the key to the strength of this year's economic recovery.
With the further increase in the penetration rate of clients’ new products and the adoption and growth of new clients’ product lines, Unitech expects to make up for the partial decline in consumer electronics products and witness a slight growth in 2023. We will continue to reinforce ties with existing clients, develop business in industries with development potential, and work with new clients, to consolidate revenue from existing clients and maximize revenue growth from new clients, particularly clients in the industry with various core competitiveness, with whom we have worked for a long time.
In the future, Unitech will continue to work in the fields of 5G mmWave, automotive electronics, EV, XR (AR, VR, and MR), HPC, and AIoT, and build layouts in alignment with the development characteristics of various industries and different market processes. We will also continue to expand product lines and sources of clients in relevant industries with cuttingedge technology and niche industries and work with businesses in industries with stable growth and create a proper client portfolio to enhance our business resilience.
2022 Financial and Business Performance
The Company’s consolidated revenue amounted to NT$17.424 billion in 2022, an increase of 29.05% on a year-on-year basis. Net consolidated income of the same year amounted to NT$413 million, and net consolidated income attributable to the owners of the parent company amounted to NT$413 million.
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Individual revenue amounted to NT$16.289 billion, an increase of 37.23% on a year-on-year basis.
2023 Business Plan
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We will focus on the competitiveness of our core technology, continue to expand our business in HDI, RFPCB, high-frequency PCB, and high-speed PCB in industries with gross profit, to continue to gain experience in automotive electronics and expand the scale of high-end ADAS.
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( 1 ) RFPCBs feature low signal transmission loss rate, lightweight, thinness, and 3D assembly flexibility with a particular advantage for products with high-speed transmission or those that emphasize thinness. Therefore, they have been the best solution to high-end products. At present, there is a step-by-step design trend in the application of new products. In addition to continuing to enhance our development in existing fields, we have worked to build a layout in the field of wearable devices with future potential in advance; thus, all we need to do is to wait for the good timing to come.
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( 2 ) Regarding the progress of 5G mmWave, as the construction cost is several times higher than that of 4G and the pandemic continued to rage over the past three years, the progress of 5G has been delayed. It is expected that the penetration rate of 5G mmWave will increase year by year after the pandemic gradually slows down and countries gradually lift their lockdown measures. With years of experience in mmWave products, we have built a layout in this field. We believe that our mmWave products will gradually grow with the advent of the 5G era.
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( 3 ) In the automotive industry, ADAS will gradually move to Level 3. Integrated ADAS and smart computers, featuring faster response and high speed will be gradually
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adopted. Unitech, which masters the development of high-frequency, high-speed, and high-end sensors, and other relevant products, will work with clients to continue to expand product development, so the shipments may increase year by year. In addition, the prospect of high-current products for electric vehicles is promising. The models we developed for electric vehicles in the past may grow year by year in the future.
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( 4 ) We continue to focus on the development of high-end products and expand the product lines for new clients to achieve revenue growth and avoid the risks caused by excessive client concentration, thereby alleviating the production imbalance caused by seasonal changes and further creating a product mix for more stable revenue.
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( 5 ) We will continue to enhance the business development in the low-orbit satellite industry. In addition to enhancing the revenue from existing clients, we will strengthen the sales of satellites for Starlink to establish a stable revenue source.
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Product Technology Research and Development (R&D): We will continue to innovate and make breakthroughs in the high-end, precision, and cutting-edge technology fields, particularly the special-purpose 5G mmWave applications, automotive solutions, and RFPCB products with strict requirements for specifications. We will also invest manpower in the R&D of key technologies in the fields of more precise circuits, hybrid PCBs, highend HDIs, high-speed, high-frequency products, as well as copper foil, copper blocks, process chemicals, inks, surface treatment, special asymmetric drilling, copper fill plating with different thicknesses needed for core materials, and special product characteristics, to solve clients’ problems, reduce manufacturing costs, and seek to maximize profit and client satisfaction.
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Production Capacity Expansion: Based on the new year's business plan, we will prudently evaluate the release of production capacity at production sites that encounter bottlenecks in line with clients’ product development needs and future trends, thereby meeting their needs and maximizing output to ensure maximum profit and revenue.
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We will continue to evaluate and adopt an automated production process and process leaning plan for the best production efficiency and cost.
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We will launch smart production gradually to plan and build a smart factory and enhance our overall competitiveness.
Development Strategy in the Future
Macroeconomic Factors:
Due to the impact of viral mutation, the Russo-Ukrainian War, high inflation, and climate change, major economies have launched interest rate hikes to combat inflation. High interest rates have affected business investment and consumption willingness. Manufacturing activities in various countries have slowed down significantly, which will continue until 2023. The economic performance of the United States and Europe may fall into zero growth or even recession. Although China’s economy is estimated to rebound due to the relaxation of the antipandemic measures, how much it will rebound still needs to be closely observed. Therefore, major international forecasting agencies believe that the growth rate of the global economy and trade in 2023 will be lower than that in 2022. The IMF predicts that the global economic growth in 2023 will be 2.9% (the growth rate of the United States will be 0.2% (EIU), China 5.2% (IMF), Japan 1.08% (EIU), and Europe 0% (EIU)). The Taiwan Institute of Economic Research predicts that the domestic economic growth rate will be 2.58% in 2023. Regarding the exchange rate that affects Taiwan’s exports, according to the Taiwan Institute of Economic Research’s forecast, given that the U.S. Fed has achieved some success in curbing inflation,
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and will slow down its interest rate hikes, the uncertainty of the U.S. monetary policy will diminish; although the NTD-USD exchange rate gap continues to widen, it is estimated that the exchange rate in 2023 will be more stable than in 2022.
External Competitive Environment
Demand:
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The recovery of the momentum for automotive electronics growth may still be influenced by the shortage of ICs. However, with the increase of IC production capacity, the shortage will be gradually mitigated. According to figures provided by survey institutions, the global sales of cars in 2023 will be 85.2 million cars, an annual growth rate of 3.5%.
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The rise of low-orbit satellites has created great growth potential in the future due to their application in a variety of fields, complete global coverage, low latency, and broadband.
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Consumer electronics products are not easy to improve. With the slowdown of the stay-athome economy dividend in the post-pandemic era, the prospect for consumer electronics products with a high inventory level continues to be pessimistic as in 2022. It is expected that the degree of destocking in the first half of 2023 will affect the market conditions for the entire year. In the short term, the prospect for 2023 is not optimistic.
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Electric vehicles accounted for 10% of the overall car market in 2022 for the first time, an increase of nearly 70% compared to 2021. The United States, Europe, Japan, and China have successively set a timeline for banning the sale of fossil fuel vehicles. In addition, with China’s new energy vehicle preferential tax rate subsidy plan, electric vehicles will further grow in 2023. According to relevant market survey institutions’ statistics, it is estimated that 11 million pure electric vehicles will be sold during 2023, with great development potential.
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- With the 5G mmWave infrastructure being constructed and more telecom operators joining the O-RAN architecture, the femtocell will be an opportunity for high-frequency products. Due to various factors, the development has been slow over the past few years. With more investment in relevant industries, it is estimated that the sales will grow in 2023.
Supply
According to the Taiwan Printed Circuit Association (TPCA), the global PCB production value would amount to US$88.2 billion in 2022, a 3.2% growth compared to 2021. In 2023, the global PCB production value is estimated to grow slightly by 3% with the recovery of economic and consumer demand.
Although the Russo-Ukrainian War has not ended yet, and the protracted war is not conducive to raw materials and crude oil, the market has fully reacted to such factors; thus, it is expected that the prices of crude oil and raw materials will not fluctuate greatly. Particularly in the first half of the year, the weakened need for consumer electronics has made the prices of raw materials remain sluggish, but they will not plummet. Therefore, the prices of raw materials will be relatively stable in the first half of the year. However, due to the weak demand, there will be no issues of prolonged delivery time or shortage of raw materials as seen last year. However, the risk of geopolitical conflicts is still daunting, and the overall situation needs to be closely observed. We expect that the recovery in the second half of the year may lead to another wave of growth momentum. With a look at clients’ product development direction, we will proactively develop more diverse items in terms of special boards, such as high-frequency, high-speed (PP & CCL), and thick copper boards, and antenna, to catch up with the future trends in the industry and provide clients with more choices. As countries are opening up boarders, Unitech will resume active communication with clients. On the one hand, we will update new R&D achievements and discuss and develop materials and production technologies more in line with market demand with clients through close communication. On
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the other, we will solve problems for clients from their perspective from the selection of raw materials and product design to the transportation of finished goods, thereby providing a full range of services and creating long-term partnerships on the basis of shared prosperity and a win-win outcome.
Corporate Development Strategy
- Focus on the Profit Structure and Continue to Increase the Proportion of Niche Products in Revenue
(1) High-end HDI
With the evolution of Moore's Law and the industrial development trend of higher-end chips, HDI technology has moved to higher wiring density, finer lines, and less line spacing requirements. In the foreseeable future, there will be more related high-end electronic products, moving from the traditional board stackup design to HDI design. It has been gradually adopted in designs for HPC, devices requiring high-speed access, high-end NB, high-end vehicle communication modules, and vehicle servers in addition to portable and wearable product lines. This field is one of Unitech’s core competitiveness. We will continue to focus on the development of this field, wait for opportunities, and expand relevant industries, to maintain our leading position in technology and provide services to clients.
(2) Automotive Electronics
This year, car manufacturers have begun to move ADAS to Level 3, and various advanced sensing modules are required to be updated repeatedly. The needs for sensing modules with lower latency, more accuracy, and clearer signals are increasing. For example, with improved autonomous driving, some car manufacturers have begun to adopt LiDAR modules, which has facilitated the development of high-speed processors and integrated control centers. Along with the environmental requirements
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of 5G AIoT in the future, the designs of intelligent automotive electronics will become more diverse and advanced. This year, Level-3 ADAS has begun to be adopted. Unitech will move from Level 1 to Level 3 and even to Level 4 and Level 5 to work with clients to jointly develop solutions and grow together in different stages of the autonomous driving development process.
(3) RFPCB
RFPCBs are formed with one board and feature one-stop assembly, high transmission speed, lightweight, and thinness, with a great advantage for products with requirements for high end, precision, and advancement, but the disadvantage is that the manufacturing process is complicated. Most of them are project-based production processes, and it is difficult to create a standardized production process. There is no same production process and features between models, so it requires a tailor-made design and production process and special molds for every new project. Thus, it is difficult to standardize the production process, so the cost is relatively high, while establishing higher entry barriers. With years of expertise in key process technologies and hybrid technology, and long-term training of technical personnel, Unitech has more specialized production know-how. Therefore, while accumulating mass production experience in existing clients’ models, we continue to mass-produce various difficult products. The future wearable XR (AR/VA/MR) field, which emphasizes lightweight, thinness, and high-end HDI boards, is aligned with our development direction. We have developed several clients in relevant fields and jointly developed several cutting-edge models with them, building a layout in the industry in advance. We will continue to further develop in this field and continue to provide clients with the best design solutions.
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- We will prudently evaluate market trends and evaluate the adoption of automated and smart production every year based on the niche product mix, to enhance our competitiveness and development resilience.
With the AI and deep learning development trends, smart manufacturing will be the ultimate goal for the development of manufacturing. The production trend in the future must be oriented toward automation and AI for the best performance in production, improvement in productivity, and product stability. Smart manufacturing is only adopted for standardized single-item production for now, and there is no effective solution to producing a variety of products, such as HDI and RFPCB. Thus, Unitech is in the stage of AI-aided manufacturing for existing product lines. Equipment and software must be highly customized. As such, the procurement cost is high. Further, smart manufacturing is still in the exploratory and learning phase, such that Unitech will continue to go for partial automation and observe progress in the development of different forms of smart manufacturing in the market in order to start with the most feasible item at the right moment, and plan for the production process. Unitech aims at the collection of big data to advanced intelligent learning for its automated inspection and testing equipment for accumulating experience for the time being. Once the more advanced production and manufacturing system is developed properly in the market, Unitech will be able to adjust its production scale in line with the development trend and provide customers with the best quality and solutions.
3. Green Unitech, Environmental Sustainability
Unitech is engaged in ESG action under the three fundamental principles of “Green, Friendly, Innovation” in conjunction with its management mechanisms and integrity stance to allow for the balanced development of operation performance, environmental sustainability, and social inclusiveness. Unitech will seek to upgrade its environmental protection and value chain management capacity through R&D and innovation in the future. Further to the quest
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for the best interests of shareholders and stakeholders in wealth and value creation, Unitech will align with the ESG development trend, and proceed with the ESG action plan to perform its corporate social responsibility in its entirety.
Looking ahead to 2023, Unitech will continue to fortify its value chain with the mindset of integrity and sustainability, and will positively keep abreast of the market trend and opportunities for development to achieve the vision and goals of the Company.
May I ask for your care and support of Unitech as you gave in the past, and continue to give our management team encouragement and ideas.
May I wish you are Good Health and Happiness!
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Two. Company Profile
I. Company Profile:
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(I) Date of Incorporation: 1984.12.31
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(II) Company History (as of 2023.04.30):
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December 1984 The Company was officially founded. July 1985 The business operation was officially launched. June 1986 Accredited by CPI (COMPUTER PERIPHERAL INC ) as an exclusive PCB supplier.
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October 1988 Mass production of 8-layer PCB commenced.
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December 1993 Accredited with ISO 9002 by BSMI. December 1994 Changed the Company name to Unitech Printed Circuit Board Corp. April 1997 Accredited with ISO 14001. December 1997 Stocks of the Company listed on the TWSE for trading. June 1999 Accredited with the UL QS9000 international quality system. of the automotive industry of the USA.
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December 1999 Capacity expansion of Tucheng Plant No. 2 completed. October 2000 Equipment installation at Tucheng Plant No. 3 completed and launched into operation.
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December 2001 Certified with TL9000. November 2002 6 Sigma and TPM review. October 2003 ERP (Enterprise Resource Planning) launched. December 2003 Summary merger with subsidiary Fulin Co., Ltd. April 2004 Accredited with TS16949. March 2005 Construction of Tucheng Plant No. 4 kicked off (completed and began service on 2006.03.23).
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October 2005 Massive production and shipment of multiple-layer FPCBs. November 2005 Accredited with OHSAS 18001 (DNV). December 2005 Institution of a product assurance system in conformity to the environmental protection requirements of ROHS/WEEE.
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June 2006 Accredited with ISO 14001:2004. July 2006 Accredited with Green Asus by ASUS. November 2006 Accredited with Sony GP by Sony. December 2006 Accredited with the IECQ QC080000. August 2007 Ground breaking for the construction of the photovoltaic energy plant in Lize, Yilan.
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June 2008 Installation of equipment at the photovoltaic energy plant in Lize, Yilan was completed and began operation.
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December 2008 Accredited with TOSHMS: 2007.
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| August 2009 | The photovoltaic energy plant in Lize, Yilan. was accredited with ISO9001: 2008. |
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| August 2009 | Unitech GSM online. |
| April 2010 | Accredited with TS16949: 2009. |
| May 2010 | Accredited by PEGATRON/Unihan in PUreGMS. |
| August 2010 | The business unit of the photovoltaic energy plant in Yilan was spun off as |
| Yaoxiang Optoelectronics. | |
| August 2010 | Groundbreaking for the construction of Yilan Plant No. 1. |
| February 2011 | Groundbreaking for the construction of Yilan Plant No. 2. |
| September 2011 | Advocacy of the Corporate Social Responsibility System in conformity with the |
| EICC requirement. | |
| December 2011 | The Yilan Plant was accredited with ISO9001: 2008. |
| December 2012 | Acquisition of subsidiary Yaoxiang Optoelectronics and establishment of the Yilan |
| Branch Company. | |
| December 2013 | Accredited with ISO50001:2011. |
| December 2013 | Accredited with the IECQ QC080000:2012 revised version. |
| January 2015 | Accredited by BSI on CSR reporting of 2013. |
| January 2016 | Accredited by BSI on CSR reporting of 2014. |
| June 2016 | Accredited with Sony GP by Sony. |
| November 2016 | Accredited by BSI on CSR reporting of 2015. |
| January 2017 | High-frequency PCB products accounted for 10% of sales. |
| June 2017 | Accredited by BSI on CSR reporting of 2016. |
| December 2017 | The Yilan Plant was accredited with ISO9001: 2015. |
| March 2018 | Accredited with IATF16949: 2016. |
| June 2018 | Accredited by BSI on CSR reporting of 2016. |
| June 2018 | Accredited with the ISO 14001:2015 revised version. |
| December 2018 | Accredited with the IECQ QC080000: 2017 revised version. |
| June 2019 | Accredited by BSI on CSR reporting of 2016. |
| September 2019 | Establishment of Shanghai Unitech Electronics (Nantong) Co., Ltd. |
| December 2019 | Accredited with the ISO50001:2018 revised version. |
| May 2020 | Accredited with the RBA VAP Silver Award. |
| June 2020 | Accredited by BSI on CSR reporting of 2019. |
| June 2021 | Accredited by BSI on CSR reporting of 2020. |
| June 2022 | Accredited by BSI on ESG reporting of 2021. |
| September 2022 | Accredited with the RBA VAP Silver Award for the Tucheng Plant. |
| November 2022 | Accredited with the RBA VAP Silver Award for the Yilan Plant. |
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Three. Report on Corporate Governance
I. Company Organization
- (I) Organizational Chart (as of 2023.04.30)
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Board of Directors
Audit Committee
Audit Office
Compensation Committee
Chairman
Legal Affairs Office
President
Safety and Health Office
Executive Vice President
President’s Office
Information Administratio Purchasing Finance and Marketing Process Environment Production Production Production Product Technology Quality Yilan Factory Yilan Branch
Business Unit n Business Business Unit Accounting Business Unit Engineering Maintenance Business Unit Control Business Unit Engineering Business Unit Assurance Company
Unit Business Unit Business Unit Business Unit Business Unit Business Unit Business Unit
Planning
Office
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(II) Function of the Functional Units:
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(1). Audit Committee: Assist the Board of Directors to perform its function, and conduct reviews of: financial statements of the Company, the effectiveness of the internal control system, and material aspects of the financial and business operation.
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(2). Compensation Committee: Assist the Board of Directors to carry out and assess the overall remuneration and benefit policy of the Company, and remuneration to the Directors and managers.
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(3). President’s Office: Map out the business objective of the Company, administer the conduct of business, and administrative affairs.
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(4). Audit Office: Audit the business operations of the Company and provide recommendations for improvement.
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(5). Safety and Health Office: Advocacy and management of occupational hazard prevention and occupational safety and health.
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(6). Legal Affairs Office: Responsible for the review and conduct of legal affairs, and is the law compliance administrative body of the Company.
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(7). Planning Office: Integration and management of operation performance and advocacy and implementation of new business.
-
(8). Administration Business Unit: Establishment of the personnel management system, recruitment and training of human resources, salary and evaluation, and management of plant site, office equipment, company vehicles, and security guards.
-
(9). Purchasing Business Unit: The procurement and management of raw materials for the production and manufacturing of the Company.
-
(10). Finance and Accounting Business Unit: Allocation of funds, preparation of financial statements, shares registration and investor services, management of investee companies and related matters, bookkeeping, budgeting and account settlement, and calculation of production cost and taxation.
-
(11). Marketing Business Unit: Development of new customers and the entry and review of related sale agreements, management and tracking of account receivables, product export and related matters, and the management of offshore warehousing.
-
(12). Process Engineering Business Unit: Production, public facility maintenance, and environmental management.
-
(13). Environment Maintenance Business Unit: Anti-pollution, environmental protection, and energy saving planning.
-
(14). Production Business Unit: Management of product manufacturing quality, delivery, and production lines.
-
(15). Production Control Business Unit: Design of production plan, coordination of production and sales, warehouse management, and bonded area management.
-
(16). Production Business Unit: Design of new products and the supply of tools and jigs for the
~16~
production processes.
-
(17). Product Engineering Business Unit: Regulation of production engineering and the standardization of materials and supplies.
-
(18). Technology Business Unit: Development of new products and technologies.
-
(19). Quality Assurance Business Unit: Inspection of products, establishment of quality policy, quality regulations and standards.
-
(20). Yilan Factory: The PCB plant of the Company.
-
(21). Information Business Unit: Assessment, planning, development, installation, and maintenance of the computerized system, hardware, and equipment of the Company.
-
(22). Yilan Branch Company: The photovoltaic energy business unit of the Company.
~17~
II. Profiles of Directors, President, Vice Presidents, and Heads of Functions and Branches:
(I) Profiles of the Directors
- Name, Major Work Experience (education), Adjunct Position With the Company and Other Companies, Date of Election to (assumption of ) Office, Tenure, Date of Initial Appointment, the Holding of Shares by the Director, Spouse, Underage Children, or in the Name of a Third Party: 2023.04.17
| Title | Nationality or Place of Incorporation |
Name |
Age/Gender | Date of Election to Office |
Tenure | Date of Initial Appointment |
Quantity of Shareholding at the Time of Election to Office |
Quantity of Shareholding at the Time of Election to Office |
Present Holding of Shares | Present Holding of Shares | Holding of Shares by Spouse, Underage Children at Present |
Holding of Shares by Spouse, Underage Children at Present |
Holding of Shares in the Name of a Third Party |
Holding of Shares in the Name of a Third Party |
Major Work Experience (education) |
Adjunct Positions With the Company and Other Companies |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Title | Name | Relationship | ||||||||||
| Chairman (Note 1) |
ROC | Kuo-Ling Investment Co., Ltd. |
- | 2021.7.29 | 3 years | 1989.4.18 | 36,950,280 | 5.97 | 42,836,450 | 6.40 | - | - | - | - | None | None | None | None | None | |
| ROC | Representative: Chang, Yuan-Min |
Male 51-60 |
2021.7.29 | 3 years | 2012.6.19 | -- | -- | 1,340,024 | 0.2 | 0 | 0 | 0 | 0 | Master of Electrical Engineering, Washington University, St. Louis, USA |
Chairman and Chief Strategy Officer, Unitech Printed Circuit Board Corp. Director, Unitech Electronics International Limited Chairman, Shanghai Unitech Electronics Co., Ltd. Chairman, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Da-Tai Investment Co., Ltd. Director, Kuo-Ling Investment Co., Ltd. Director, Hung-Ling InvestmentCo.,Ltd. |
Vice Chairman |
Chang, Yuan-Fu |
Brother | ||
| Vice Chairman |
ROC | Kuo-Ling Investment Co., Ltd. |
- | 2021.7.29 | 3 years | 1989.4.18 | 36,950,280 | 5.97 | 42,836,450 | 6.40 | - | - | - | - | None | None | None | None | None | |
| Vice Chairman |
ROC | Representative: Chang, Yuan-Fu |
Male 41-50 |
2021.7.29 | 3 years | 2012.6.19 | -- | -- | 3,730,572 | 0.56 | 60,392 | 0.01 |
456,851 |
0.07 | Master of Industrial Engineering, University of Southern California MBA, College of Economic Management , National Tsing Hua University MBA, INSEAD |
Vice Chairman and Executive Vice President, Unitech Printed Circuit Board Corp. Director, Taichung Harbor Warehousing Stevedoring Co.Ltd. Director, Unitech Electronics International (HK) Limited Director, Shanghai Unitech Electronics (Nantong) Co., Ltd. Representative of Director, Fulltech Fiber Glass Corp. Director, Shang-Ling Investment Co., Ltd. Director, Hung-Ling Investment Co., Ltd. Chairman, Yi Hsu Materials Technology Co., Ltd. Supervisor, Da-Tai Investment Co., Ltd. Supervisor, Kuo-Ling Investment Co.,Ltd. |
Chairman |
Chang, Yuan-Min |
Brother |
~18~
| Title | Nationality or Place of Incorporation |
Name |
Age/Gender | Date of Election to Office |
Tenure | Date of Initial Appointment |
Quantity of Shareholding at the Time of Election to Office |
Quantity of Shareholding at the Time of Election to Office |
Present Holding of Shares | Present Holding of Shares | Holding of Shares by Spouse, Underage Children at Present |
Holding of Shares by Spouse, Underage Children at Present |
Holding of Shares in the Name of a Third Party |
Holding of Shares in the Name of a Third Party |
Major Work Experience (education) |
Adjunct Positions With the Company and Other Companies |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Title | Name | Relationship | ||||||||||
| Supervisor, Shanghai Unitech Electronics (Nantong) Co., Ltd. Supervisor, Semicon Taiwan |
||||||||||||||||||||
| Director | ROC | Chen, Cheng- Hsiun |
Male 71-80 |
2021.7.29 | 3 years | 2011.3.4 | 5,006,465 | 0.81 | 5,338,050 | 0.80 | 583,376 | 0.09 |
0 |
0 | Graduated from the Department of Chemistry, National Normal University |
Director, Unitech Electronics International Limited Director, Unitech Electronics International (HK) Limited Director, Shanghai Unitech Electronics Co., Ltd. Director, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Da-Tai Investment Co., Ltd. Supervisor, Hung- Ling Investment Co., Ltd. Supervisor, Shang- Ling Investment Co., Ltd. Supervisor, Lian- Sheng Investment Co., Ltd. Supervisor, Deh Long Warehousing and StevedoringCo.,Ltd. |
None |
None | None | |
| Director | ROC | Ke, Wen-Sheng | Male 51-60 |
2021.7.29 | 3 years | 2012.6.19 | 2,302,800 | 0.37 | 2,451,509 | 0.37 | 0 | 0 | 0 | 0 | PhD, University of London, UK |
Director, Kuo Tu Motors Independent Director, Thunder Tiger |
None | None | None | |
| Independe nt Director |
ROC | Chu, Min-Hsien | Male 51-60 |
2021.7.29 | 3 years | 2015.6.26 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | LLD, National Chengchi University |
Director, Hengying Attorneys-at-law |
None | None | None | |
| Independe nt Director |
ROC | Wang, Feng-Kuei | Male 61-70 |
2021.7.29 | 3 years | 2018.6.12 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | PhD, Institute of Teaching System Technology, Indiana University |
Professor of EMBA, Tunghai University Fellow, Asia Pacific Industrial Analysis Association (APIAA) |
None | None | None | |
| Independe nt Director |
ROC | Hsu, Wen-Hsin | Female 41-50 |
2021.7.29 | 3 years | 2018.6.12 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Lancaster University PhD, Accounting and Finance |
Professor of Accounting, National Taiwan University Independent Director, United Microelectronics Corporation Independent Director, Ant Precision Industry Co., Ltd. Director, Universal Venture Capital Investment Corporation |
None | None | None |
~19~
| Title | Nationality or Place of Incorporation |
Name |
Age/Gender | Date of Election to Office |
Tenure | Date of Initial Appointment |
Quantity of Shareholding at the Time of Election to Office |
Quantity of Shareholding at the Time of Election to Office |
Present Holding of Shares | Present Holding of Shares | Holding of Shares by Spouse, Underage Children at Present |
Holding of Shares by Spouse, Underage Children at Present |
Holding of Shares in the Name of a Third Party |
Holding of Shares in the Name of a Third Party |
Major Work Experience (education) |
Adjunct Positions With the Company and Other Companies |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Other Officers, Directors, or Supervisors Who are a Spouse or KinWithin the2ndTier |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Quantity of Shareholding |
Proportion of Shareholding % |
Title | Name | Relationship | ||||||||||
| Director, Insurance GuarantyFund |
(Note 1) The Chairman and the President or person in an equivalent position are not the same person or spouses or relatives within the first degree of kinship at the end of 2022. Compliant with corporate governance evaluation indicators.
~20~
Table 1: Dominant Shareholders of Institutional Shareholders
| April30,2023 | ||
|---|---|---|
| Name of Institutional Shareholder (Note 1) | Dominant Shareholders of Institutional Shareholder (Note 2) |
Proportion of Shareholding |
| Ocean Rich Enterprises Limited | 28.24 % | |
| Kuo-Ling Investment Co., Ltd. | Hong-LingInvestment Co.,Ltd. | 23.53 % |
-
Note 1: If a specific Director or Supervisor is the representative of an Institutional Shareholder, specify the name of the institution.
-
Note 2: Provide the names of the dominant shareholder of these Institutional Shareholders (the top 10 shareholders by proportion of shareholding) and respective proportions of shareholding. If the major shareholders are institutional shareholders, fill in Table 2 below.
-
Note 3: If an institutional shareholder is not a company, the shareholder's name and shareholding that shall be disclosed above, i.e., the name of the investor or contributor (see the announcements made by the Judicial Yuan), and their capital contribution percentage should be disclosed. If the contributor has passed away, please mark "Deceased".
Table 2: If the Dominant Shareholders are Institutional Shareholders, the Dominant Shareholders Behind These Shareholders
| Table 2: If the Dominant Shareholders are Institutional Shareholders, the Dominant Shareholders Behind These Shareholders |
Table 2: If the Dominant Shareholders are Institutional Shareholders, the Dominant Shareholders Behind These Shareholders |
Table 2: If the Dominant Shareholders are Institutional Shareholders, the Dominant Shareholders Behind These Shareholders |
|---|---|---|
| April30,2023 | ||
| Name of Institution | Dominant Shareholders of the Institutional Shareholders |
Proportion of Shareholding |
| Ocean Rich Enterprises Limited | Chang, Yuan-Fu | 100 % |
| Brightstar INTL CO.,LTD. | 38.46 % | |
| Hong-Ling Investment Co., Ltd. | Song-LingInvestment Co.,Ltd. | 19.07 % |
~21~
2. Disclosure of Information on the Professional Qualifications of Directors and the Independence of Independent Directors:
| pendent Directors: | |||
|---|---|---|---|
| Name | Professional Qualifications and Experience (Note 1) |
Independence Status (Note 2) | Number of Other Public Companies Concurrently Serving as an Independent Director |
| Chairman Kuo-Ling Investment Co., Ltd. Representative: Chang, Yuan-Min |
Master of Electrical Engineering, Washington University, St. Louis, USA; currently the Chairman and Chief Strategy Officer of the Company; excels at leadership, business judgment, business management, and crisis management; has industry knowledge, an international perspective, and more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Except for the individual as a director and his brother Chang, Yuan-Fu as a director at some companies under the group, his spouse and relatives within the second degree of kinship are not serving as directors, supervisors, or employees at companies under the group. |
0 |
| Vice Chairman Kuo-Ling Investment Co., Ltd. Representative: Chang, Yuan-Fu |
Master of Industrial Engineering, University of Southern California; currently the Vice Chairman and Executive Vice President of the Company; excels at business judgment, crisis management, and management of enterprises; has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Except for the individual as a director and his brother Chang, Yuan-Min as a director at some companies under the group, his spouse and relatives within the second degree of kinship are not serving as directors, supervisors, or employees at companies under the group. |
0 |
| Director Chen, Cheng- Hsiun |
Graduated from the Department of Chemistry, National Normal University; excels at business judgment, business management, and crisis management; has industry knowledge, an international perspective, and more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Except for the individual as a director at some companies under the group, his spouse and relatives within the second degree of kinship are not serving as directors, supervisors, or employees at companies under the group. Not under any conditions defined in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act, and his spouse and relatives within the second degree of kinship are not serving as directors at the Company. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act. |
0 |
| Director Ke, Wen-Sheng |
PhD, University of London, UK; currently a Director at Kuo Tu Motors and an Independent |
Not under any conditions defined in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange |
1 |
~22~
| Director at Thunder Tiger; has industry knowledge, business judgment ability, international perspective, and more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Act, and his spouse and relatives within the second degree of kinship are not serving as directors at the Company. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act. |
||
|---|---|---|---|
| Independent Director Chu, Min-Hsien |
LLD, National Chengchi University; currently the Director of Hengying Attorneys-at-law; excels at handling legal affairs. A member of the Company's Audit Committee and the convener of the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Not under the condition specified in Note 2; compliant to the independence criteria. |
0 |
| Independent Director Wang, Feng-Kuei |
PhD, Institute of Teaching System Technology, Indiana University; areas of expertise: industry trend analysis, innovation and R&D and management, technological innovation and entrepreneurship, innovation leadership, industry knowledge, and international perspective. Has more than five years of work experience. A member of the Company's Audit Committee and the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Not under the condition specified in Note 2; compliant to the independence criteria. |
0 |
~23~
| Independent Director Hsu, Wen-Hsin |
PhD, Accounting and Finance, Lancaster University; areas of expertise: accounting and financial management analysis. The convener of the Company's Audit Committee and a member of the Compensation Committee. Professor of Accounting, National Taiwan University; concurrently an Independent Director at United Microelectronics Corporation and Ant Precision Industry Co., Ltd., a Director at Universal Venture Capital Investment Corporation and the Insurance Guaranty Fund; has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Not under the condition specified in Note 2; compliant to the independence criteria. |
2 |
|---|---|---|---|
-
Note 1: Professional Qualifications and Experience: Specify the professional qualifications and experience of individual directors and supervisors. If they are members of the Audit Committee and possess accounting or financial expertise, specify their accounting or financial background and work experience and whether they are under any conditions under Article 30 of the Company Act.
-
Note 2: 1. Not a governmental, juridical person, or its representative as defined in Article 27 of the Company Act. 2. Number of other public companies at which the individual concurrently serves as an independent director is not more than three.
-
Not under any of the following situations during the two years before being elected and during the term of office:
-
(1). An employee at the Company or its affiliate.
-
(2). A director or a supervisor at the Company or its affiliate.
-
(3). A natural person who holds more than 1% of the outstanding shares issued by the Company by the person, spouse, underage children, or in the name of a third party, or among the top 10 shareholders.
-
(4). The spouse, relative within the second or third degree of kinship of the mangers as stated in (1), or persons stated in (2) and (3).
-
(5). A director, supervisor, or employee of an institutional shareholder who directly holds more than 5% of the Company's total issued shares, who are among the top five shareholders, or who designates its representative to serve as a director or supervisor at the Company in accordance with Article 27, Paragraphs 1 or 2 of the Company Act.
-
(6). A director, supervisor, or employee at another company where a majority of the Company's director seats or voting shares and those of another company are controlled by the same person.
-
(7). A director (managing director), supervisor, or employee at another company or institution where the Chairman, the President, or person holding an equivalent position of the Company and a person in an equivalent position at another company or institution are the same person or are spouses.
-
(8). Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company.
-
(9). A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution which, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting, or related services to the Company or any affiliate of the Company for which the provider in the past two years has received cumulative compensation exceeding NT$500,000, or a spouse thereof. However, it does not apply to those who serve as members of the Company's Compensation Committee.
~24~
3. Board Diversity and Independence:
-
(1) The Company gradually implements the Board diversity policy in accordance with the Corporate Governance Best Practice Principles to make sure that Board members are of both genders and have diverse professional backgrounds and fields of work. Board members, regardless of gender, age, nationality, and culture, are from a variety of professional backgrounds and fields of work, (such as law, accounting, industry, finance, marketing, or technology), and have professional skills and industry experience.
-
(2) The nomination and election of members of the Board is governed by the Articles of Incorporation whereby the candidate nomination system is adopted. The Company observes the Corporate Governance Best Practice Principles for assurance of the diversity and independence of the members of the Board.
-
(3) There are seven members on the Board, including three independent directors (including one female independent director). The Board consists of seven directors from different professional backgrounds, covering business management, industrial practice, law, finance, and accounting.
-
(4) The proportions of directors and independent directors who are also employees are 2/7 and 3/7, respectively. The Board duly performs its duty to supervise the operation of the Company and is independent from the Company.
-
Among the Company’s directors, except for Mr. Chang, Yuan-Min and Mr. Chang, Yuan-Fu who are brothers, all directors (including independent directors) have no spouse or relative within the second degree of kinship on the Board, so we do not violate Article 26-3, Paragraph 3 of the Securities and Exchange Act.
The Company has established an Audit Committee to replace supervisors in accordance with the law, so the provisions of Article 26-3, Paragraph 4 of the Securities and Exchange Act do not apply.
- (5) Term of Independent Directors: Two-thirds of them have served for less than three terms, and onethird of them have served for three terms.
(6). The Implementation of the Board Diversity Policy is as Follows:
| Diverse Core Competencies Name |
Basi | c Component | c Component | Professional Knowledgeand | Professional Knowledgeand | Professional Knowledgeand | Skills | Skills | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | As an Employee Concurrently |
Age | Length of Service as an Independent Director (3 to 9 years) |
Legal Affairs |
Accounting and Financial Analysis |
Industry Knowledge |
Business Judgment |
Business Management |
Leadership | Crisis Management |
Industry Perspective |
||||
| 41–50 years old |
51–60 years old |
61–70 years old |
71–80 years old |
|||||||||||||
| Chairman Chang, Yuan- Min |
ROC |
Male | v | v | v | v | v | v | v | v | ||||||
| Vice Chairman Chang,Yuan-Fu |
Male | v | v | v | v | v | v | v | v | |||||||
| Director Chen, Cheng-Hsiung |
Male | v | v | v | v | v | v | v | ||||||||
| Director Ke, Wen-Sheng |
Male | v | v | v | v | v | v | v | ||||||||
| Independent Director Chu, Min-Hsien |
Male | v | v | v | v | |||||||||||
| Independent Director Wang, Feng-Kuei |
Male | v | v | v | v | |||||||||||
| Independent Director Hsu, Wen-Hsin |
Female | v | v | v | v |
~25~
- (7) The Specific Management Objectives and Achieving Status of the Board Diversity Policy are as Follows:
| Follows: | |
|---|---|
| Management-Objectives | Achieving Status |
| The number of independent directors exceeds one third of the number of directors |
Achieved |
| The number of directors who also serve as the Company’s managers should not exceed one-third of directors |
Achieved |
| Independent directors has not served for over three terms | Achieved |
| Diverse professional knowledge and skills | Achieved |
| At least one female member on the Board | Achieved |
~26~
(II) Profiles of the General Manger, Deputy General Managers, Assistant Deputy General Manager, and the Heads of the Functions and BranchesName, Major Work Experience (education), Date of Election to (assumption of) Office, Tenure, and the Holding of Shares by the Director, Spouse, Underage Children or in the Name of a Third Party 2023.04.17
| Title | Nationality | Name | Gender | Date Elected (taking office) |
Quantity of Shareholding | Quantity of Shareholding | Shareholding by Spouse, Underage Childre |
Shareholding by Spouse, Underage Childre |
Holding of Shares in the Name of a ThirdParty |
Holding of Shares in the Name of a ThirdParty |
Major Work Experience (education) |
Other Positions With Other Companies | Spouse or Next of Kin is a Manager | Spouse or Next of Kin is a Manager | Spouse or Next of Kin is a Manager | Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of Shareholding |
Shareholding (%) |
Quantity of Shareholding |
Shareholding (%) |
Quantity of Shareholding |
Shareholding (%) |
Title | Name | Relations hip |
||||||||
| President | ROC | Hung, Hsien- Ching |
Male | 2017.09.19 | 302,706 | 0.05 | 72,453 | 0.01 | -- | -- | Department of Industrial Engineering, TunghaiUniversity |
Director, Shanghai Unitech Electronics Co., Ltd. |
None | None | None | |
| Chief Strategy Officer |
ROC | Chang, Yuan-Min | Male | 2011.1.26 | 1,340,024 | 0.2 | -- | -- | -- | -- | Master of Electrical Engineering, Washington University, St. Louis, USA |
Chairman and Chief Strategy Officer, Unitech Printed Circuit Board Corp. Director, Unitech Electronics International Limited Chairman, Shanghai Unitech Electronics Co., Ltd. Chairman, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Da-Tai Investment Co., Ltd. Director, Kuo-Ling Investment Co., Ltd. Director,Hung-LingInvestmentCo.,Ltd. |
Executive Vice President |
Chang, Yuan-Fu |
Brother | |
| Implementation Vice President |
ROC | Chang, Yuan-Fu | Male | 2016.3.24 | 3,730,572 | 0.56 | 60,392 | 0.01 | 456,851 | 0.07 | Master of Industrial Engineering, University of Southern California MBA, College of Economic Management, National Tsing Hua University MBA, INSEAD |
Vice Chairman, Unitech Printed Circuit Board Corp. Director, Taichung Harbor Warehousing Stevedoring Co., Ltd. Director, Unitech Electronics International (HK) Limited Director, Shanghai Unitech Electronics (Nantong) Co., Ltd. Representative of Director, Fulltech Fiber Glass Corp. Director, Shang-Ling Investment Co., Ltd. Director, Hung-Ling Investment Co., Ltd. Chairman, Yi Hsu Materials Technology Co., Ltd. Supervisor, Da-Tai Investment Co., Ltd. Supervisor, Kuo-Ling Investment Co., Ltd. Supervisor, Shanghai Unitech Electronics (Nantong) Co., Ltd. Supervisor, Semicon Taiwan |
Chief Strategy Officer |
Chang, Yuan-Min |
Brother | |
| Implementation VicePresident |
ROC | Liao, Chi-Ming | Male | 2016.3.24 | 43,733 | 0.01 | -- | -- | -- | -- | MBA, National Taiwan University |
None |
None | None | None | |
| Senior Vice President |
ROC | Chung, Shou-Pu | Male | 2009.1.1 | 24,954 | -- | 28,943 | -- | -- | -- | MBA, National Taiwan University of Science andTechnology |
None |
None | None | None | |
| Senior Vice President |
ROC | Chen, Hsi-Meng | Male | 2010.1.1 | 7,000 | -- | 7,362 | -- | -- | -- | Department of Chemical Engineering, University of Chinese Culture |
None |
None | None | None | |
| Vice President | ROC | Tsai, Tung-He | Male | 2010.1.1 | 378,417 | 0.06 | 29,170 | -- | -- | -- | Electronics Branch, Si Hai IndustrialSchool |
None |
None | None | None | |
| Vice President | ROC | Wu, Chin-Fang | Male | 2010.7.1 | 68,296 | 0.01 | -- | -- | -- | -- | Department of Accounting, Feng Chia University |
Supervisor, Shanghai Unitech Electronics (Nantong) Co., Ltd. |
None | None | None | |
| Vice President | ROC | Jason Chou | Male | 2021.1.1 | 43,036 | -- | -- | -- | -- | -- | Master of Business Administration, College of Commerce, National Chengchi University |
None |
None | None | None |
~27~
III. Remunerations to Directors, Supervisors, President, and Vice Presidents in the Previous Period (2022)
| 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | 2022.12.31, Unit: NT$ thousand | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration toDirectors | The Sum of A, B, C, and D and as a Percentage of Net Income |
Payment for HoldingPositionsasEmployees | The Sum of A, B, C, D, E, F, and G and as a Percentage of Net Income |
Payment From Direct Investment or Parent Company Other Than the Subsidiaries |
||||||||||||||||
| Salary (A) | Pension or Severance Pay (B) |
Remuneration to Directors (C) |
Professional Allowances (D) |
Salary, Bonus, and Special Account Expenses (E) |
Pension and Severanc Pay (F) |
e Remuneration to Employees (G) (Note 1) |
||||||||||||||||
| The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
|||||
Amount ofCash |
Amount of Stock |
Amount ofCash |
Amount ofStock |
|||||||||||||||||||
| Chairman | Kuo-Ling Investment Representative Chang,Yuan-Min |
0 | 0 | 0 | 0 | 4,500 | ~~4~~,500 | 1,080 | ~~1~~,080 | 5,580 1.350 |
5,580 1.350 |
26,403 | 26,403 | 0 | 0 | 0 | 0 | 0 | 0 | 31,983 7.738 |
31,983 7.738 |
None |
| Director | Chen, Cheng-Hsiun | |||||||||||||||||||||
| Director | Kuo-Ling Investment Representative Chang,Yuan-Fu |
|||||||||||||||||||||
| Director | Ke, Wen-Sheng | |||||||||||||||||||||
| Independent Director |
Chu, Min-Hsien | 0 | 0 | 0 | 0 | 0 | 0 | 4,410 | 4,410 | 4,410 1.067 |
4,410 1.067 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,410 1.067 |
4,410 1.067 |
None |
| Independent Director |
Wang, Feng-Kuei | |||||||||||||||||||||
| Independent Director |
Hsu, Wen-Hsin | |||||||||||||||||||||
| 1. Specify the policy, system, standard, and struct Regulations Governing the Remuneration to Dire 2. Except as disclosed above, the remuneration fo None. |
ure of payment to the Directors, the association between the amount of payment and the duties assumed, the risk, the time requirement, and related factors: The Company disburses remuneration to Independent Directors in accordance with the ctors and Independent Directors covering the items of: professional duties allowances (honoraria) and fees for attending meetings. r the directors of the Company for providing services to all companies in the financial statements (such as serving as a non-employee consultant at the parent company, all companies in the financial statements, or investees) in the most recent year: |
~28~
- The Amount of Remuneration to the President and Vice Presidents in the Previous Period (2022) (disclosure of names in related brackets of the scale of
payment):
2022.12.31 Unit: NT$ thousand
| Title | Name | Salary (A) | Salary (A) | Pension or Severance Pay (B) |
Pension or Severance Pay (B) |
Bonus and Special Expense Account (C) |
Bonus and Special Expense Account (C) |
Amount of Remuneration to Employees (D) |
Amount of Remuneration to Employees (D) |
Amount of Remuneration to Employees (D) |
Amount of Remuneration to Employees (D) |
The Sum of A, B, C, and D and as a Percentage of Net Income(%) |
The Sum of A, B, C, and D and as a Percentage of Net Income(%) |
Payment From Direct Investment or Parent Company Other Than the Subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The Company |
All Companies Included in the Financial Statements |
The ~~o~~mpany |
All Companies Included in the Financial Statements |
|||||
| Amount of Cash |
Amount of Stock |
Amount of Cash |
Amount of Stock |
|||||||||||
| President | Hung, Hsien-Ching | 35,860 | 40,986 | 0 | 0 | 33,230 | 33,230 | 560 | 0 | 910 | 0 | 69,650 16.85 |
75,126 18.18 |
None |
| Chief Strategy Officer |
Chang, Yuan-Min | |||||||||||||
| Executive Vice President |
Chang, Yuan-Fu | |||||||||||||
| Executive Vice President |
Liao, Chi-Ming | |||||||||||||
| Senior Vice President | Chung,Shou-Pu | |||||||||||||
| Senior Vice President | Chen,Hsi-Meng | |||||||||||||
| Vice President | Tsai,Tung-He | |||||||||||||
| Vice President | Wu,Chin-Fang | |||||||||||||
| Vice President | Jason Chou |
~29~
Scale of Payment for Remuneration
| Scale | of Payment for Remuneration | of Payment for Remuneration |
|---|---|---|
| Brackets for Payment to President and Vice Presidents of the Company Individually |
Name of President and Vice Presidents | |
| The Company | All Companies Included in the Consolidated Financial Statements |
|
| Less than$1,000,000 | - | - |
| 1,000,000(inclusive)-$2,000,000(exclusive) | - | - |
| 2,000,000(inclusive)-$3,500,000(exclusive) | Tsai,Tung-He | Tsai,Tung-He |
| 3,500,000 (inclusive) - $5,000,000 (exclusive) | Chen, Hsi-Meng, Jason Chou, Wu, Chin- Fang |
Chen, Hsi-Meng, Jason Chou, Wu, Chin-Fang |
| 5,000,000(inclusive)-$10,000,000(exclusive) | Chung,Shou-Pu | Chung,Shou-Pu |
| 10,000,000 (inclusive) - $15,000,000 (exclusive) | Chang, Yuan-Min, Hung, Hsien-Ching, Chang,Yuan-Fu,Liao,Chi-Ming |
Chang, Yuan-Min, Hung, Hsien-Ching, Chang,Yuan-Fu,Liao,Chi-Ming |
| $15,000,000(inclusive)-$30,000,000(exclusive) | - | - |
| $30,000,000(inclusive)-$50,000,000(exclusive) | - | - |
| $50,000,000(inclusive)-$100,000,000(exclusive) | - | - |
| More than$100,000,000 | - | - |
| Total | 9 | 9 |
| Title | Name | Amount of Stock | Amount of Cash | Total | Sum as a Percentage of Net Income After Tax (%) |
|
|---|---|---|---|---|---|---|
| Manager | President | Hung, Hsien-Ching | 0 | 560 | 560 | 0.14 |
| Executive Vice President | Liao, Chi-Ming | |||||
| Senior Vice President | Chung, Shou-Pu | |||||
| Senior Vice President | Chen, Hsi-Meng | |||||
| Vice President | Tsai, Tung-He | |||||
| Vice President | Wu, Chin-Fang | |||||
| Vice President | Jason Chou |
~30~
- Total Remuneration to the Directors, Supervisors, President, and Vice Presidents in Proportion to the Net Income Presented in the Separate Financial Statement:
| Item Title |
Sum of Remuneration as a Percentage of Net Income After Tax | Sum of Remuneration as a Percentage of Net Income After Tax | Sum of Remuneration as a Percentage of Net Income After Tax | Sum of Remuneration as a Percentage of Net Income After Tax |
|---|---|---|---|---|
| 2022 | 2021 | |||
| The Company | All Companies Included in the Financial Statements (Note) |
The Company | All Companies Included in the Financial Statements (Note) |
|
| Director | 2.42% | 2.42% | -2.28% | -2.28% |
| President and Vice Presidents |
16.85% | 18.18% | -21.57% | -21.58% |
(Note) Calculation of total remuneration in proportion to net income, and the net income excludes the net worth of minority equity.
The total remuneration to directors in 2022 and 2021 did not include the remuneration to directors for serving as employees concurrently.
-
Details of the Remuneration Policy, Standards, and Package, the Procedure for Determining the Remuneration, and the Association Between Business Performance and Future Risks:
-
(1) The policy, standards, components for remuneration, and the procedure for the determination of the amount of payment of the Company is mainly based on related personnel management regulations. The appropriation of earnings as remuneration to the employees and the Directors is based on the Articles of Incorporation subject to the approval of the Compensation Committee and referral to the Board for final approval, and reported to the shareholders’ meeting.
-
The Compensation Committee of the Company evaluates the policy and system of salary and remuneration to the Directors and the managers in objectivity and professional standing, and gives recommendations to the Board as a reference for decision-making.
-
(2) The payment for remuneration is positively associated with operation performance and with reference to the result of the assessment of risks in the future in setting a reasonable level.
~31~
IV. Status of Corporate Governance:
(I) The Function of the Board:
- The Board convened 6 times (A) during 2022. The attendance of the Directors and Supervisors is
specified below:
| Title | Name | Actual Attendance Frequency (as observers) (B) |
Attendance by Proxy |
Actual Attendance (as observers) Rate (%)[B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman | Kuo-Ling Investment Co., Ltd. Representative: Chang, Yuan-Min |
6 | 0 | 100% | |
| Vice Chairman |
Kuo-Ling Investment Co., Ltd. Representative: Chang, Yuan-Fu |
6 | 0 | 100% | |
| Director | Chen, Cheng-Hsiun | 6 | 0 | 100% | |
| Director | Ke, Wen-Sheng | 6 | 0 | 100% | |
| Independe nt Director |
Chu, Min-Hsien | 6 | 0 | 100% | |
| Independe nt Director |
Wang, Feng-Kuei | 6 | 0 | 100% | |
| Independe nt Director |
Hsu, Wen-Hsin | 6 | 0 | 100% |
- The Board convened 3 [A] meetings during 2023 (as of 2023.04.30, when this report was printed). Directors’ attendance is shown below:
| Title | Name | Actual Attendance Frequency (as observers) (B) |
Attendance by Proxy |
Actual Attendance (as observers) Rate (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman | Kuo-Ling Investment Co., Ltd. Representative: Chang, Yuan-Min |
3 | 0 | 100% |
~32~
| Vice Chairman |
Kuo-Ling Investment Co., Ltd. Representative: Chang, Yuan-Fu |
3 | 0 | 100% | |
|---|---|---|---|---|---|
| Director | Chen, Cheng- Hsiun |
3 | 0 | 100% | |
| Director | Ke, Wen-Sheng | 3 | 0 | 100% | |
| Independent Director |
Chu, Min-Hsien | 3 | 0 | 100% | |
| Independent Director |
Wang, Feng-Kuei | 3 | 0 | 100% | |
| Independent Director |
Hsu, Wen-Hsin | 3 | 0 | 100% |
~33~
Additional Information:
-
If any of the following applies to the Board in operation, specify the date, the session, content of the motions, opinions of the Independent Directors, and the response of the Company to these opinions:
-
(1) Particulars under Article 14-3 of the Securities and Exchange Act: The Company has established the Audit Committee such that the rule under Article 14-3 of the Securities and Exchange Act is not applicable here. For additional information, refer to pages 29–32 of the annual report in the section of the function of the Audit Committee.
-
(2) Further to the above, other resolutions of the Board with adverse or qualified opinions from the Independent Directors with record or in written declaration: None
-
Recusal of the Directors from motions with a conflict of interest. Specify the name of the Directors, the content of the motions, the reasons for recusal from the conflict of interest, and participation in voting:
-
(1) The Board in the session dated 2022.01.14 (Motion No. 1 for discussion): The Board proposed to donate “Unitech Education Foundation”. Chairman Chang, Yuan-Min and Vice Chairman Chang, Yuan-Fu are next of kin of the Chairman of “Unitech Education Foundation”, and Independent Director Chu, Min-Hsien is a Director of “Unitech Education Foundation”, who should recuse themselves from the discussion and voting on this motion. Chairman Chang, Yuan-Min appointed Director Chen, Cheng-Hsiung to act as the proxy to preside over the meeting. The other Directors in session voted in common consent on the motion as stated.
-
(2) The Board in the session dated 2022.05.11 (Motion No. 5 for discussion):
- The Board proposed to make donations to the Taiwan Federation of Commerce. Chairman Chaung, Yuan-Ming is the Chairman of the federation, and director Chang, Yuan-Fu is the next of kin of Chairman Chang, Yuan-Min, who all should recuse themselves from the discussion and voting on the motion. Chairman Chang, Yuan-Min appointed director Chen, Cheng-Hsiung as an acting chair to preside over the meeting.The other Directors in session voted in common consent on the motion as stated.
-
(3) The Board meeting on 2022.6.15 (Motion No. 2 for discussion):
During the discussion on the proposal on employee share subscription of the Company's 2022
~34~
cash capital increase for managers, as Chairman Chang Yuan-Min was one of the Company’s managers, he recused himself from the discussion on the number of shares employees could subscribe for and voting on this proposal. Chairman Chang appointed Vice Chairman Chang Yuan-Fu to preside over the meeting as an acting chair on his behalf. This proposal was approved by the remaining directors present without objection as proposed. As Vice Chairman Chang was one of the Company’s managers, he recused himself from the discussion on the number of shares employees could subscribe for and voting on this proposal. This proposal was approved by the remaining directors present without objection as proposed. When the number of shares that other employees could subscribe for was discussed, this proposal was approved by the directors present without objection as proposed.
- (4) The Board in the session dated 2022.11.14 (Motion No. 8 for discussion):
The Board proposed to make donations to the Taiwan Environmental Sustainability Foundation (TESD). Chairman Chang, Yuan-Min is a director of the TESD and Vice Chairman Chang, Yuan-Fu are next of kin of the Chairman, who should recuse themselves from the discussion and voting on this motion. Director Chang, Yuan-Min appointed Director Chen, Cheng-Hsiung to act as an acting chair to preside over the meeting. The other Directors in session voted in common consent on the motion as stated.
- (5) The Board in the session dated 2023.01.13 (Motion No. 3 for discussion):
The Board proposed to donate “Unitech Education Foundation”. Chairman Chang, Yuan-Min and Vice Chairman Chang, Yuan-Fu are next of kin of the Chairman of “Unitech Education Foundation”, and Independent Director Chu, Min-Hsien is a Director of “Unitech Education Foundation”, who should recuse themselves from the discussion and voting on this motion. Chairman Chang, Yuan-Min appointed Director Chen, Cheng-Hsiung to act as the proxy to preside over the meeting. The other Directors in session voted in common consent on the motion as stated.
- Companies listed on the TWSE/TPEx should disclose the frequency and duration of self-evaluation (or peer evaluation) of the Board, the scope of evaluation, method and content of evaluation, and fill in the form below on the pursuit of Board evaluation.
~35~
The Pursuit of Board Evaluation:
| The Pursuit of | Board Evaluation: | |||
|---|---|---|---|---|
| Frequency of Evaluation |
Evaluation Period | Scope of Evaluation |
Method of Evaluation |
Content of Evaluation |
| Once Every Year |
Performance during January 1, 2022– December 31, 2022 . |
The Board Individual Directors |
Self-evaluation of the Board and self- evaluation of individual directors |
(1) Evaluation of the performance of the Board (Note 1) (2) Evaluation of the performance of individual directors(Note 2) |
-
(Note 1) Evaluation of the Performance of the Board: including the degree of participation in the operation of the Company, the quality of decision-making of the Board, the organization and structure of the Board, the election and continuing education of Directors, and internal control.
-
(Note 2) Evaluation of the Performance of Individual Directors: including the mastery of the corporate objective and mission, understanding of the responsibility of Directors, degree of participation in the operation of the Company, cultivation of internal relationships and communication, professional standing and continuing education of the Directors, and internal control.
-
The objective for fortifying the function of the Board in the previous and current period (such as the establishment of the Audit Committee and enhancement of information transparency), and the implementation:
-
(1) The Board resolved to institute the “Standard Operation Procedure for Responding to the Requests of Directors” on 2019.03.05 and to set up the position of “Corporate Governance Officer” on 2020.04.28 in order to strengthen the performance of the Board.
- Head of Finance and Accounting, Vice President Wu, Chin-Fang, assumed office as the “Corporate Governance Officer”. She has more than three years of experience as an executive in the areas of finance, shares registration, and transfer, and corporate governance related affairs.
-
(2) On August 5, 2020, the Board resolved to appoint the Chairman to hold the position of “Chief Strategy Officer” simultaneously to strengthen the performance of the organization and in support of the corporate governance evaluation system of the Taiwan Stock Exchange Corporation.
-
(3) Three seats of the Board have been reserved for Independent Directors as required by law. All the Independent Directors act as members of the “Audit Committee” and “Compensation Committee”. To assist the Board to enhance the performance of corporate governance and transparency of the
~36~
remuneration of the Company.
- (4) The Company has appointed designated personnel to disclose important information. Directors of the Company have received continuing education every year. In 2022, they received 45 hours of training (see table below) to strengthen the function of the Board.
| Title | Name | Date of Training |
Sponsoring Unit | Session Name | Hours of Training |
|---|---|---|---|---|---|
| Chairman | Kuo-Ling Investment Representative: Chang, Yuan- Min |
2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 |
| Analysis of China's External Challenges and Global Governance Strategies |
3 | ||||
| Director | Kuo-Ling Investment Representative: Chang, Yuan- Fu |
2022.08.25 | Taipei Exchange | Insider Shareholding Awareness-Raising Conference for Companies Listed on the Taipei Exchange and Emerging Stock Market |
3 |
| 2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 | ||
| Analysis of China's External Challenges and Global Governance Strategies |
3 | ||||
| Director | Chen, Cheng- Hsiun |
2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 |
| Analysis of China's External Challenges and Global Governance Strategies |
3 |
~37~
| Director | Ke, Wen- Sheng |
2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 |
|---|---|---|---|---|---|
| Analysis of China's External Challenges and Global Governance Strategies |
3 | ||||
| Independent Director |
Chu, Min- Hsien |
2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 |
| Analysis of China's External Challenges and Global Governance Strategies |
3 | ||||
| Independent Director |
Wang, Feng- Kuei |
2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 |
| Analysis of China's External Challenges and Global Governance Strategies |
3 | ||||
| Independent Director |
Hsu, Wen-Hsin | 2022.10.18 | The Business Development Foundation of the Chinese Straits |
Geopolitics and Outlook of Global Industry Development Trends in the Post- pandemic Era |
3 |
| Analysis of China's External Challenges and Global Governance Strategies |
3 |
~38~
(II) Major Tasks of the Audit Committee and Their Implementation:
Function of the Audit Committee:
- (1) Institution of or amendment to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- (2) Evaluation of the effectiveness of the internal control system.
- (3) Institution of or amendment to the Procedure for the Acquisition or Disposal of Assets, Engagement in Derivative Trade, Loaning of Funds, Endorsements, and Guarantees in favor of a third party, and related procedure of significant financial effect pursuant to Article 36-1 of the Securities and Exchange Act.
- (4) Items involved with the private interest of the Directors.
- (5) Important asset trade or derivative trade.
- (6) Important loaning of funds, endorsements, or guarantees.
- (7) Issuance, offering or private placement of equity securities.
- (8) The appointment, dismissal, and remuneration to Independent Auditors.
- (9) The appointment and dismissal of the head of finance, accounting, or internal audit.
- (10) Financial statements affixed with the signatures or seals of the Chairman, President, and Chief Accounting Officer.
- (11) Any other forms of materiality defined by the Company or the competent authority.
-
Gravity of Work in the Year: The gravity of work of the Audit Committee in this year includes review of the financial statements, evaluation of the effectiveness of the internal control system, matters pertinent to corporate governance, and revision of the internal control system.
-
The Audit Committee in Action: The Audit Committee of the Company consists of three members.
-
The 2[nd] Audit Committee convened five meetings [A] in 2022. The Audit Committee members’ attendance (in a non-voting capacity) is shown below: (The 3[rd] –7[th ] meetings of the 2[nd] Audit Committee)
| Committee) | |||||
|---|---|---|---|---|---|
| Title | Name | Actual Attendance (attend as observers) [B] |
Attendance by Proxy |
Actual Attendance (attend as observers) Rate(%) [B/A] |
Remarks |
| Independent Director |
Chu, Min- Hsien |
5 | 0 | 100% | |
| Independent Director |
Wang, Feng-Kuei |
5 | 0 | 100% | |
| Independent Director |
Hsu, Wen- Hsin |
5 | 0 | 100% |
~39~
- The 2[nd] Audit Committee convened two meetings [A] in 2023 (as of 2022.04.30, on which this report was printed). The Audit Committee members’ attendance (in a non-voting capacity) is shown
below: (The 8[th] –9[th ] meetings of the 2[nd] Audit Committee)
| Title | Name | Actual Attendance (attend as observers) [B] |
Attendance by Proxy |
Actual Attendance (attend as observers) Rate(%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Chu, Min- Hsien |
2 | 0 | 100% | |
| Independent Director |
Wang, Feng-Kuei |
2 | 0 | 100% | |
| Independent Director |
Hsu, Wen- Hsin |
2 | 0 | 100% |
Additional Information:
- For Audit Committee meetings that meet any of the following circumstances, specify the date, session, the content of the motions, independent directors' objections, reservations, or major suggestions, Audit Committee’ resolution results, and the Company’s response to such opinions.
(1) Particulars inscribed in Article 14-5 of the Securities and Exchange Act.
| Date and Term/Session of the Audit Committee Meeting |
Content of the Motions | Independent Directors' Objections, Reservations, or Major Suggestions |
Audit Committee’s Resolution Results |
The Company’s Response to the Audit Committee’s Opinions |
|---|---|---|---|---|
| 2ndTerm 3rdSession on 2022.01.14 |
1. Donation to “Unitech Education Foundation”. |
None |
Approved without objection after the chair consulted all the members present |
The members of the Audit Committee unanimously approved all motions, and the Board of Directors approved all motions as per the Audit Committee’s suggestions. |
| 2ndTerm 4thSession on 2022.3.30 |
1. Review of the 2021 Business Report and Financial Statements of the Company (including consolidated financial statements). 2. Discussion on the Company's 2021 statement of deficit compensation. 3. Evaluation of the independence of the Independent Auditors and their appointment. 5. Resolution of the statement of internal control of the Company. 6. Approval of the 2022 cash capital increase by way of issuance of new shares. |
~40~
| 6. Discussion on amendment to the Company's Procedure for the Acquisition or Disposal of Assets. |
||||
|---|---|---|---|---|
| 2ndTerm 5thSession on 2022.05.11 |
1. Review of the Company's financial statements for Q1, 2022. 2. Modification of the internal control system of the Company. 3. Donation to the Taiwan FederationofCommerce. |
|||
| 2ndTerm 6thSession on 2022.08.09 |
1. Review of the Company's financial statements for Q2, 2022. 2. Modification of the internal controlsystemofthe Company. |
|||
| 2ndTerm 7thSession on 2022.11.14 |
1.Review of the Company's financial statements for Q3, 2022. 2. Review of the Company's 2023 annual audit plan. 3. Amendments to the Rules of the Procedure for Board of Directors Meetings, the Board of Directors Operation Management Regulations, the Derivatives Acquisition or Disposal Regulations, the Shareholders' Equity Operations, the Remuneration Committee Operation Management Regulations, the International Accounting Standards Application Management, the Financial Statement Audit Operations, the Performance Evaluation Operations, the Procedures for Handling Material Inside Information and Managing Insider Trading Prevention, the Internal Control for Handling Material Inside Information and Managing Insider Trading Prevention, the Financial Statement Self-preparation Management Procedures, the Accounting Operations, and other internal regulations and internalcontrolsystems. |
~41~
| 4. Amendments to the internal audit systems, including the Audit of the Management of the Operations of the Board Of Directors, the Audit of the Management of the Financial Statement Preparation Process, the Internal Audit Implementation Rules, and the Audit of Owner's Rights and Surplus and Earnings; abolition of the Audit of Surplus and Earnings and the Audit of Owner's Rights. 5. Amendments to the Operating Procedures for the Provision of Endorsements and Guarantees of the Company and subsidiary, Shanghai Unitech Electronics Co., Ltd. 6.Review of the Company's contribution of US$3 million to Unitech Printed Circuit Board Corp.’s cash capital increase and a loan of US$9 million to the company, totaling US$12 million. 7.Donations to theTESD. |
||||
|---|---|---|---|---|
| 2ndTerm 8thSession on 2023.01.13 |
1.Donation to “Unitech Education Foundation”. 2.Amendments to the Insider Trading Prevention Audit, the Warehousing Management Audit, the Reporting and Announcement Audit, the Asset Acquisition and Disposal Audits, and the Production Cost Analysis Audit; abolition of the Cost of Sales Audit, the Gross Profit Margin Audit, the Material Cost Audit, the Labor Cost Audit, the Overhead Audit, and other internal audit systems. 3.Review of the proposal to purchase the leased land for the Yilan Branch. |
None | Approved without objection after the chair consulted all the members present |
The members of the Audit Committee unanimously approved all motions, and the Board of Directors approved all motions as per the Audit Committee’s suggestions. |
~42~
| 2ndTerm 9thSession on 2023.03.03 |
1. Review of the 2022 Business Report and Financial Statements of the Company (including consolidated financial statements). 2. Review of the replacement of CPAs. 3. Evaluation of the independence of the Independent Auditors and their appointment. 4. Review of the statement of internal control of the Company. 5. Amendments to the CPA Non- assurance Service Pre- Approval Regulations, the Research and Development Cycle, the Intellectual Property Maintenance and Application, the Research and Development Cycle Audit, the Intellectual Property Maintenance and Application Audit, the Related Party Transaction Management Regulations, the Corporate Governance Best Practice Principles, the Share Affairs Operations, the Related Party Transactions Management Audit, and other internal regulations, internal control system, and internal audit systems. 6. Approval of the sale of the factory building, dormitory, and part of the land of the Yilan Branch Company to Voyager Photovoltaic Co.,Ltd. |
|||
|---|---|---|---|---|
- (2) Further to the above, any other motions not passed by the Audit Committee but resolved by more
than 2/3 of the Directors for approval: None.
-
In the recusal of Independent Directors on motions with a conflict of interest, specify the name of the Independent Directors, the content of the motions, and the reason for recusal. And the voting:
-
(1) Audit Committee meeting on 2022.01.14 (Motion No. 1 under Discussion):
- In the motion of donation to “Unitech Education Foundation”, Member Chu, Min-Hsien is a Director of the Foundation and should recuse himself from discussion and voting on the motion. The other members in session voted in common consent in favor of the motion as stated.
-
(2) Audit Committee meeting on 2023.01.13 (Motion No. 1 under Discussion):
- In the motion of donation to “Unitech Education Foundation”, Member Chu, Min-Hsien is a Director of the Foundation and should recuse himself from discussion and voting on the motion.
~43~
The other members in session voted in common consent in favor of the motion as stated.
- The communication between Independent Directors and the Chief Internal Auditor and the Independent Auditors (should include the material aspects in finance and business, the means of communication, and the result):
Communication Between the Independent Directors and Chief Internal Auditor:
-
(1) Present the annual audit plan of the next year at the end of the fiscal period to the Board for approval.
-
(2) Internal audit will be conducted in accordance with the internal audit plan, and present the audit report to the Independent Directors for review by the end of the next month followed the last day of audit. The Independent Directors may have queries or instructions, and will consult or inform the Chief Internal Auditor.
-
(3) Report to the Board on the pursuit of the annual audit plan once quarterly.
-
(4) The evaluation of the effectiveness of the internal control system, and presentation of the statement of declaration of internal control to the Audit Committee for review.
Summary of the Communications Between the Independent Directors and the Chief Internal Auditor:
| Date | Gravity of Communication | Recommendation of the Independent Directors and Result |
|---|---|---|
| 2022/03/30 | Report on the performance of internal audit and 2021 statement of internal control. |
None |
| 2022/05/11 | Report on the pursuit of internal audit. | None |
| 2022/08/09 | Report on the pursuit of internal audit. | None |
| 2022/11/14 | Report on the implementation of internal audit and the 2023 Annual Audit Plan. |
None |
| 2023/03/03 | Report on the implementation of internal audit and the 2022 statement of internal control. |
None |
-
Communication Between the Independent Directors and the Independent Auditors:
-
(1) The Independent Directors meet with the CPAs acting as Independent Auditors once per quarter. The Independent Auditors will give a summary of related issues from their audit on the quarterly financial statements in the briefing before the convention of the Board on topics of amendment to applicable laws for discussion and communication.
-
(2) The Independent Auditors review the audited financial statements quarterly, and issue a review report in the name of the Audit Committee every year.
~44~
The Summary of Communication Between the Independent Directors and the Independent Auditors:
| Date | Gravity of Communication | Recommendation of the Independent Directors and Result |
|---|---|---|
| 2022/03/30 | 1. The Independent Auditors reported on the summary of the issues related to the audit of the 2021 Financial Statements in the briefing. 2. The Independent Auditors reported on the updated version of applicable laws for discussion and communication. |
None |
| 2022/05/11 | 1. The Independent Auditors reported on the summary of the issues related to the audit of the financial statements for Q1, 2022 in the briefing. 2. The Independent Auditors reported on the updated version of applicable laws for discussion and communication. |
None |
| 2022/08/09 | 1. The Independent Auditors reported on the summary of the issues related to the audit of the financial statements for Q2, 2022 in the briefing. 2. The Independent Auditors reported on the updated version of applicable laws for discussion and communication. |
None |
| 2022/11/14 | 1. The Independent Auditors reported on the summary of the issues related to the audit of the financial statements for Q3, 2022 in the briefing. 2. The Independent Auditors reported on the updated version of applicable laws for discussion and communication. |
None |
| 2023/03/03 | 1. The Independent Auditors reported on the summary of the issues related to the audit of the 2022 financial statements in the briefing. 2. The Independent Auditors reported on the updated version of applicable laws for discussion and communication. |
None |
~45~
(III) The Pursuit of Corporate Governance and the Variation From the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies, and the Reasons
| e Reasons | ||||
|---|---|---|---|---|
| Items for Evaluation | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
||
| Yes | No | Summary | ||
| I. Has the Company instituted its own corporate governance best practice principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies and made a disclosure? |
√ |
The Company has instituted the “Corporate Governance Best Practice Principles” with reference to the “Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies”. This set of principles has been passed by the Board and disclosed on the official website of the Company and the MOPS. |
No significant variation. |
|
| II. Shareholding Structure and Shareholders’ Rights (I) Has the Company established its internal operation procedure for responding to the suggestions, queries, disputes, and legal actions of the shareholders in accordance with the procedure? (II) Has the Company kept the list of the dominant shareholders that exercise de facto control of the Company and the parties that exercise ultimate control of these dominant shareholders under control? (III) Has the Company established and exercised risk control and firewall mechanisms with its affiliates? |
√ √ √ |
(I) The Company has a spokesperson and an acting spokesman, the Legal Affairs Office, and designated personnel responsible for share registration and transfer and related investor services. They will respond to the suggestions or queries of shareholders. (II) The Company keeps abreast of the list of dominant shareholders and the ultimate controlling parties of the dominant shareholders. (III) The Company has instituted related procedures and regulations governing the transactions, endorsements and guarantees, and loaning of funds with other enterprises. In addition, the Company has also instituted the “Regulations Governing the Management and Control of |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. In conformity to the Corporate Governance Best PracticePrinciplesfor |
~46~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Has the Company instituted internal rules and regulations prohibiting insiders from using undisclosed information in the market for the trading of securities? |
√ | Subsidiaries” for the proper performance of risk control over subsidiaries. (IV) The Company has instituted the “Regulations Governing the Collection and Management of Information in Materiality” for the fair trade in the securities market and establishment of the mechanisms for the processing and disclosure of information in materiality, and for assurance of the timely and accurate disclosure of information. |
TWSE/TPEx-listed Companies. |
|
| III. Composition and Responsibilities of the Board of Directors (1) Has the Board of Directors formulated a diversity policy and specific management objectives and implemented them accordingly? |
√ |
(I) The Company gradually implements the Board diversity policy in accordance with the Corporate Governance Best Practice Principles to make sure that Board members are of both genders and have diverse professional backgrounds and fields of work. Board members, regardless of gender, age, nationality, and culture, are from a variety of professional backgrounds and fields of work, (such as law, accounting, industry, finance, marketing, or technology), and have professional skills and industry experience. The nomination and election of members of the Board is governed by the Articles of Incorporation whereby the candidate nomination system is adopted. The Company observes the Corporate Governance Best Practice Principles to ensure |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~47~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Has the Company voluntarily established other functional committees further to the establishment of a compensation committee and audit committee? (III) Has the Company established the rules and regulations and the methods for the evaluation of Board performance, and has it conducted performance evaluation at regular intervals of each year? |
√ | √ | diversity and independence of the members of the Board. There are seven members on the Board, including three independent directors (including one female independent director). The Board consists of seven directors from different professional backgrounds, covering business management, industrial practice, law, finance, and accounting. Implementation diversity of Board members and the specific management objectives and achieving status of the Board diversity policy. (See pages 18-19 of the Annual Report. ) (II) The Company established the Compensation Committee in 2012 as required by law, and the Audit committee after the convention of the General Meeting of Shareholders in 2018. (III) The Company has instituted the regulations governing the evaluation of performance of the Board in a Board session at March 23, 2020, and has conducted an evaluation at the end of each year. The evaluation result was reported to the Board of Directors, and will be used as a reference for deciding the remuneration to Individual Directors and the nomination for a renewed term of office.(Seepage 27 of the |
The Company will establish different functional committees as required for actual operation. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~48~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Has the Company assessed the independence status of the CPAs at regular intervals? |
√ | Annual Report.) (IV) The Company regularly (once a year) evaluates the independence of CPAs and formulates assessment indicators with reference to the content of “Integrity, Impartiality, Objectivity, and Independence” of the Bulletin of Norms of Professional Ethics for Certified Public Accountants of the Republic of China No. 10 of Article 47 of the Certified Public Accountant Act. (For Example: Whether the CPA is involved in significant financial interest or loans with the Company or receives commissions from the Company.) We have confirmed that the CPAs and their relatives have no other financial interests or business relationships with the Company except for expenses for audits and tax compliance audits, and they are not the Company’s shareholders nor the Company’s stakeholders. We require the CPAs to provide a statement of independence. The latest assessment results have been submitted to and approved by the Company's Audit Committee meeting and the Board meeting on 2023.03.03. |
~49~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| IV. Has the company listed on the TWSE/TPEx designated a number of qualified personnel and appointed an officer for administering corporate governance (including but not limited to the supply of information for the Directors and Supervisors in performing their duties, holding of meetings for the Board and the Shareholders Meetings and handling related matters, administering company registration and relevant changes, and compilation of the minutes of meetings of the Board and Shareholders Meetings on record)? |
√ | The Company resolved in a Board session dated 2020.04.28 to establish the position of Corporate Governance Officer (Vice President Wu, Chin-Fang, Head of Finance and Accounting, was appointed to this position) with the appropriate staffing with a number of competent personnel acting as corporate governance staff charged with the duties of corporate governance related works. The function and scope of |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
|
authority has been explicitly stated in the “Corporate |
||||
Governance Best Practice Principles of the Company” |
||||
and covers at least the following content: |
||||
I. Administering the conventions of the Board and the |
||||
Shareholders Meetings and related matters. |
||||
II. Preparation of the minutes of meetings of the Board |
||||
and Shareholders Meetings on record. |
||||
III. Assistance to the Directors in continuing |
||||
education. |
||||
| IV. Supply the materials to the Directors necessary for | ||||
the performance of their assigned duties. V. Assistance to the Director in law compliance. |
||||
| VI. Any other matters under the Articles of | ||||
Incorporation of the Company or the contracts. |
||||
| V. Has the Company established channels for the communications with stakeholders (including but not limited to shareholders, employees, customers, and suppliers), and a section for shareholders on the official website of the Company to respond to all concerns of stakeholders on corporate social responsibility? |
√ | The Company has established the spokesman system and appropriately used its official website in setting up a special section of corporate social responsibility and stakeholder relations as the channel for communication. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~50~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| VI. Has the Company appointed a professional registrar for its Shareholders Meetings? |
√ | The Company has established the “Share Registrar Office” to administer Shareholders Meetings and share registration and transfer related matters. |
Action will be taken in line with the actual needs in operation of the Company. |
|
| VII. Information Disclosure (I) The Company has installed a website for the disclosure of information on finance, business, and corporate governance. (II) Has the Company adopted any other means for information disclosure (such as the installation of a website in English, appointment of designated persons for the collection and disclosure of information on the Company, the proper pursuit of the spokesman system, and the record on institutional investors conference was placed on the official website)? (III) Has the Company disclosed and declared the financial statements within 2 months after the end of the fiscal year, and announced and declared the financial statements covering Q1, Q2, and Q3, and the monthly business reports before the deadline? |
√ √ |
√ | (I)The Company has disclosed information on financial position and operation, and corporate governance in the section of Investor Relations of its official website. With routine update for the reference of investors. (II) The Company has a Chinese version and English version of its website, and has appointed designated personnel to collect and disclose information in materiality. Information on the institutional investors conference will also be posted on the official website. The Company has established the spokesperson system and acting spokesman as required. (III) The Company has announced and declared the annual financial report and financial statements covering Q1, Q2, and Q3 by designated deadlines. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. Action will be taken in line with the actual needs in operation of the Company. |
| VIII. Is there any other essential information that would help us to understand the pursuit of corporate governance (including but not limited to employeerights, employee care, |
√ | (I) Employee Rights: The Company treats employees in goodwill at all times, and protects their rights under the Labor Standard Act. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed |
~51~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| investor relations, supplier relations, stakeholder rights, the continuing education of Directors and Supervisors, the pursuit of a risk management policy and standard of risk assessment, the pursuit of a customer policy, and professional liability insurance coverage for Directors and Supervisors)? |
(II) Employee Care: The Company has established the Employee Welfare Committee and provides benefits to employees and appropriates funds for the pension reserve of employees under law. (III) Investor Relations: The Company has established a Share Registrar Office and spokesman system for responding to the suggestions of shareholders. (IV) Supplier Relations: The Company is on good terms with suppliers at all times. (V) Stakeholder Rights: The Company has instituted the “Regulations Governing Related-Party Transactions” for assurance of recusal from the conflicts of interests of related-parties. (VI) Continuing Education of Directors and Supervisors: Further to the professional background and industry knowledge, as well as the practical experience in corporate management of the directors, the Company also complies with the requirement of the Taiwan Stock Exchange Corporation to provide external training with routine disclosure of related information. (VII) Implementation of Customer Policy: The Company is on good terms with customers at all times. |
Companies. |
~52~
| Items for Evaluation | Operation Status | Operation Status | Operation Status | Variance From the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (VIII) Liability Insurance for the Protection of the Directors and Supervisors of the Company: The Company has purchased liability insurance for our directors pursuant to Article 25-1 of the Articles of Incorporation, and reported to the Board the amount insured (US$10 million), scope of coverage, and premium rate in the session dated 2022.08.09. The insured period expires in July 2023. |
||||
| IX. The state of corrective action taken in response to the corporate governance evaluation result announced by the Corporate Governance Center of Taiwan Stock Exchange Corporation, and the issues requiring special effort for improvement and related measures: 1. The evaluation result of the Company in the most recent year was between 36% and 50%. While the range of ranking remains unchanged, the overall score has improved significantly compared to the previous year. Significant improvements have focused on strengthening the structure and operation of the Board of Directors, improving information transparency, and implementing corporate social responsibilities. These include the interim report, all of which have been approved by the Audit Committee and submitted to the board of directors for resolution, uploading the English version of the sustainability report on the Market Information website and the Company's website, publicly disclosing the framework of climate-related financial disclosures (TFCD), and disclosure of enterprises' exposure to climate-related risks and opportunities. and corporate governance. 2.Incrementalstepshave beentaken for improvementif required. |
~53~
- (IV) If the Company has established a Compensation Committee, disclose the organization, function, and operation:
1. Profiles of the Members of the Compensation Committee
| Profilesof the Memb | Profilesof the Memb | ers of the Compensatio | n Committee | |
|---|---|---|---|---|
| Condition Title Name |
Professional Qualifications and Experience |
Independence Status |
Number of Companies as Members in the Compensation Committee |
|
| Independent Director (Convener) |
Chu, Min- Hsien |
LLD, National Chengchi University; currently the Director of Hengying Attorneys-at-law; excels at handling legal affairs. A member of the Company's Audit Committee and the convener of the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Not under the condition specified in Note 3; compliant with the independence criteria. |
0 |
| Independent Director |
Wang, Feng- Kuei |
PhD, Institute of Teaching System Technology, Indiana University; areas of expertise: industry trend analysis, innovation and R&D and management, technological innovation and entrepreneurship, innovation leadership, industry knowledge, and international perspective. Has more than five years of work experience. A member of the Company's Audit Committee and the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Not under the condition specified in Note 3; compliant with the independence criteria. |
0 |
~54~
| Independent Director |
Hsu, Wen- Hsin |
PhD, Accounting and Finance, Lancaster University; areas of expertise: accounting and financial management analysis. The convener of the Company's Audit Committee and a member of the Compensation Committee. Professor of Accounting, National Taiwan University; concurrently an Independent Director at United Microelectronics Corporation and Ant Precision Industry Co., Ltd., a Director at Universal Venture Capital Investment Corporation and the Insurance Guaranty Fund; has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act. |
Not under the condition specified in Note 3; compliant with the independence criteria. |
2 |
|---|---|---|---|---|
-
Note 1: Please specify in the table the relevant work experience, professional qualifications and experience, and independence of each member of the Compensation Committee. Please enter “Independent Director” or “Others” (the convener should be indicated).
-
Note 2: Professional Qualifications and Experience: Specify the professional qualifications and experience of individual members of the Compensation Committee.
-
Note 3: Independence Status: Specify that the members of the Compensation Committee meet the independence criteria, including but not limited to whether the individual and spouse and relatives within the second degree of kinship thereof serve as directors, supervisors, or employees of the Company or its affiliates; the number and percentage of the Company's shares held by the individual and spouse and relatives within the second degree of kinship thereof (or by nominee arrangement); whether the individual, spouse, or relatives within the second degree of kinship thereof serve as a director, supervisor, or employee at a company with specific relations with the Company (see provisions of Article 6, Paragraph 1, Subparagraphs 5 to 8 of the Regulations Governing the Appointment and Exercise of Powers by the Compensation Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange); and the amount of remuneration the individual received for providing business, legal, financial, accounting, or other services to the Company or its affiliates in the last two years.
2. Function of the Compensation Committee
The Compensation Committee evaluates the policy and system of salaries and remuneration to the Directors and the managers in professional standing and objectivity, and gives recommendations to the Board as a reference for decision-making. The organization charter of the Compensation Committee has been disclosed at the MOPS.
3. Information on the Operation of the Compensation Committee
- I. The Compensation Committee of the Company consists of three members.
II. Term of the Members of the Current Term: 2021.7.29 to 2024.7.28.
III. Information on the Operation of the Compensation Committee:
~55~
- The 5[th] Compensation Committee took office on July 29, 2021. The Committee convened two meetings [A] from 2022.01.01–2022.12.31. The members’ attendance is shown as below:
| Title | Name | Actual Attendance (B) |
Attendance by Proxy |
Actual Attendance Rate (%)(B/A)(Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Chu, Min-Hsien | 2 | 0 | 100% | |
| Member | Wang, Feng-Kuei | 2 | 0 | 100% | |
| Member | Hsu, Wen-Hsin | 2 | 0 | 100% |
- The Compensation Committee convened once in 2023 (up to 2023.04.30 the day on which this report was printed) (A). The attendance of the members is shown below:
| Title | Name | Actual Attendance (B) |
Attendance by Proxy |
Actual Attendance Rate (%)(B/A)(Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Chu, Min-Hsien | 1 | 0 | 100% | |
| Member | Wang, Feng-Kuei | 1 | 0 | 100% | |
| Member | Hsu, Wen-Hsin | 1 | 0 | 100% |
~56~
| Additional Information: 1、 If the Board declines to accept or revise the recommendations of the Compensation Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Compensation Committee (if the Board resolved a higher level of remuneration than the recommendation of the Compensation Committee, specify the difference and the reason for the difference): None. 2、 If a specific member of the Compensation Committee has adverse or qualified opinions on the resolutions of the Compensation Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: Nothing like this happened. 3、 Summary of the Compensation Committee: Date and Session of the Committee Meeting Content of the Report Result of the Report From the Compensation Committee and the Response of the Company to the Opinions of the Members 5thTerm 2ndSession on 2022.1.14 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. 2. Report on the plan for the payout of year-end bonuses to the mangers in 2021. 3.Discussion on the plan for the payout of special bonuses to the mangers in 2021. 5thTerm 3rdSession on 2022.6.15 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. 2. Report on the managers’ salary adjustment in 2022. 3.Formulation of the Company's employee stock subscription rules for the 2022 cash capital increase. 4.Discussion on the Company's employee stock subscription rules of the 2022 cash capital increase for managers. 5thTerm 4thSession on 2023.1.14 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the 2.Report on the plan for the payout of year-end bonuses to the mangers in 2022. 3.Suggestions on the 2022 employee and director remuneration. 4.Discussion on the plan for the payout of special bonuses to the mangers in 2022. |
Additional Information: 1、 If the Board declines to accept or revise the recommendations of the Compensation Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Compensation Committee (if the Board resolved a higher level of remuneration than the recommendation of the Compensation Committee, specify the difference and the reason for the difference): None. 2、 If a specific member of the Compensation Committee has adverse or qualified opinions on the resolutions of the Compensation Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: Nothing like this happened. 3、 Summary of the Compensation Committee: Date and Session of the Committee Meeting Content of the Report Result of the Report From the Compensation Committee and the Response of the Company to the Opinions of the Members 5thTerm 2ndSession on 2022.1.14 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. 2. Report on the plan for the payout of year-end bonuses to the mangers in 2021. 3.Discussion on the plan for the payout of special bonuses to the mangers in 2021. 5thTerm 3rdSession on 2022.6.15 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. 2. Report on the managers’ salary adjustment in 2022. 3.Formulation of the Company's employee stock subscription rules for the 2022 cash capital increase. 4.Discussion on the Company's employee stock subscription rules of the 2022 cash capital increase for managers. 5thTerm 4thSession on 2023.1.14 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the 2.Report on the plan for the payout of year-end bonuses to the mangers in 2022. 3.Suggestions on the 2022 employee and director remuneration. 4.Discussion on the plan for the payout of special bonuses to the mangers in 2022. |
Additional Information: 1、 If the Board declines to accept or revise the recommendations of the Compensation Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Compensation Committee (if the Board resolved a higher level of remuneration than the recommendation of the Compensation Committee, specify the difference and the reason for the difference): None. 2、 If a specific member of the Compensation Committee has adverse or qualified opinions on the resolutions of the Compensation Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: Nothing like this happened. 3、 Summary of the Compensation Committee: Date and Session of the Committee Meeting Content of the Report Result of the Report From the Compensation Committee and the Response of the Company to the Opinions of the Members 5thTerm 2ndSession on 2022.1.14 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. 2. Report on the plan for the payout of year-end bonuses to the mangers in 2021. 3.Discussion on the plan for the payout of special bonuses to the mangers in 2021. 5thTerm 3rdSession on 2022.6.15 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. 2. Report on the managers’ salary adjustment in 2022. 3.Formulation of the Company's employee stock subscription rules for the 2022 cash capital increase. 4.Discussion on the Company's employee stock subscription rules of the 2022 cash capital increase for managers. 5thTerm 4thSession on 2023.1.14 1.Report on the minutes of the last meeting and implementation of the resolutions adopted. 1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the 2.Report on the plan for the payout of year-end bonuses to the mangers in 2022. 3.Suggestions on the 2022 employee and director remuneration. 4.Discussion on the plan for the payout of special bonuses to the mangers in 2022. |
|
|---|---|---|---|
| Date and Session of the Committee Meeting |
Content of the Report | Result of the Report From the Compensation Committee and the Response of the Company to the Opinions of the Members |
|
| 5thTerm 2ndSession on 2022.1.14 |
1.Report on the minutes of the last meeting and implementation of the resolutions adopted. |
1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. |
|
| 2. Report on the plan for the payout of year-end bonuses to the mangers in 2021. |
|||
| 3.Discussion on the plan for the payout of special bonuses to the mangers in 2021. |
|||
| 5thTerm 3rdSession on 2022.6.15 |
1.Report on the minutes of the last meeting and implementation of the resolutions adopted. |
1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the Directors passed the motion in common consent. |
|
| 2. Report on the managers’ salary adjustment in 2022. | |||
| 3.Formulation of the Company's employee stock subscription rules for the 2022 cash capital increase. |
|||
| 4.Discussion on the Company's employee stock subscription rules of the 2022 cash capital increase for managers. |
|||
| 5thTerm 4thSession on 2023.1.14 |
1.Report on the minutes of the last meeting and implementation of the resolutions adopted. |
1、All members acted in common consent on the motion. 2、Response of the Company to the Opinions of the Compensation Committee: All of the |
|
| 2.Report on the plan for the payout of year-end bonuses to the mangers in 2022. |
|||
| 3.Suggestions on the 2022 employee and director remuneration. |
|||
| 4.Discussion on the plan for the payout of special bonuses to the mangers in 2022. |
~57~
Directors passed the motion in common consent.
~58~
(V) Status of Promotion of Sustainable Development and Deviation From the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof:
| ompanies and Reasons Thereof: | ||||
|---|---|---|---|---|
| Tasks | Implementation (Note 1) | Deviations From Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
||
| Ye s |
No | Summary | ||
| I. Has the Company established exclusively (or concurrently) dedicated units to promote sustainable development, and has the Board of Directors placed senior management personnel in charge of the promotion and monitored the promotion? |
√ | The Company has established the ESG Committee under the supervision of the management. Senior officers are responsible for the operation of different terms of the Committee, and establish related ESG policy, action plans, and coordinate cross-function works. The Committee reported to the Board on the promotion of sustainable development in the session on 2022.11.14. |
No significant variation. | |
| II. Does the Company follow the principle of materiality in assessing the environmental, social, and corporate governance risks related to its operation, and map out related risk management policies or strategies? (Note 2) |
√ | The Company’s ESG Committee convenes once a year on a scheduled date for performance review, and convenes for discussion of specific issues from time to time. This Committee reviews and assess the standards and practices in CSR at regular intervals and controls identified risks for assurance of law compliance. The Committee proactively assesses and control risks deriving from operation, financial position, and sustainability, and controls different uncertain risk factors within a tolerable limit through proactive action. |
No significant variation. | |
| III. Environmental Issues (I) Has the Company established an appropriate environmental management system by nature of its industry? |
√ | 1. The Company has established the relevant environmental management system in alignment with the characteristics of the PCB industry, and established the ISO14001 Environmental Management System with complete regulations on environmental protection. We have met competent authorities’ audit standards and the expectations of the public for the Company to give back to society. |
No significant variation. |
~59~
| 2. We have obtained the ISO14001 Environmental Management System certification, and the certificate is valid through 2024.06.13. |
|||||
|---|---|---|---|---|---|
| (II) Is the Company committed to improving the energy use efficiency and using recycled materials with a low impact on the environment? |
√ | The Company spares no effort in reducing water and energy consumption and exercises control over the production process and energy consumption to enhance resource use efficiency. The Company also implements the recycling and reuse of waste liquid containing heavy metals to reduce the emission of pollutants. |
No significant variation. | ||
| (III) Has the Company assessed its present and future potential risks and opportunities of climate change and taken relevant countermeasures? |
√ | The Company alerts employees of potential risks and the capacity in response to emergency, advocates the energy saving and carbon reduction program, enhances the efficient use of energy, and reduces the emission of carbon to mitigate the impact of climate change on the operation and for assurance of reducing risk to the minimal. Please refer to the ESG Report of Unitech at https://csr.pcbut.com.tw/twww/?p=191. |
No significant variation. | ||
| (IV) Has the Company compiled statistics on greenhouse gas emissions, water consumption, and total waste weight in the past two years, and formulated policies for greenhouse gas reduction, water reduction, or other waste management? |
√ | Please refer to the ESG Report of Unitech at https://csr.pcbut.com.tw/twww/?p=215. https://csr.pcbut.com.tw/twww/?p=1154. |
No significant variation. | ||
| IV. Social Issues (I) Has the Company established related management policies and procedures in accordance with applicable laws and the international human rights conventions? |
√ | The Company duly observes applicable labor laws and enforces accordingly to provide different forms of benefits to employees, and takes “Respect humanity and concern for employees” as one vital aspect of its corporate philosophy. We refer to the Responsible Business Alliance (RBA) Code of Conduct and complete disclosure on the Company's website and ESG Reports. |
No significant variation. |
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| (II) Has the Company established and pursued reasonable welfare policies for employees (including remuneration, holidays, and other benefits), and reflected the performance or result of operation in the remuneration to employees? |
√ | The Company has made related policies for employee benefits. Additional information is available in the Annual Report (labor-management relations). The salaries and compensation of employees are commensurate with the work experience and education background, professional knowledge and skills, professional seniority, and individual performance regardless of gender, race, religion, political stance, marital status, labor union, and organization. |
No significant variation. | |
|---|---|---|---|---|
| (III)Has the Company provided a safe and healthy work environment for employees, and education on occupational safety and health for employees at regular intervals? |
√ | The Company values occupational safety and health of employees, and provides education on occupational safety and health, training in fire safety, evaluation for the control of work under hazardous environments, and provides adequate protective gear and equipment. The work environment and the safety of employees under protection is described in the Annual Report (labor-management relations). |
No significant variation. | |
| (IV) Has the Company established a plan for the training of effective career development and planning of employees? |
√ | The Company arranges education and training for employees annually and provides related personnel to take part in internal and external training. For information on the expenses incurred from related training, refer to the Annual Report (labor- management relations). |
No significant variation. | |
| (V)Has the Company complied with the relevant regulations and international standards and formulated policies for consumer or customer protection and grievance procedures with respect to consumer health and safety, customer privacy, marketing, and labelingofproducts and services? |
√ | The Company has established a customer service unit for responding to customer complaints. The Company has set up a section for “Opinion and Feedback” on its official website for stakeholders to express reasonable opinions. |
No significant variation. | |
| (VI) Has the Company established the supplier managementpolicyto demand suppliers to |
√ | The Company has included ESG as an integral part in theprocedure for the management of suppliers,and |
No significant variation. |
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| observe applicable rules and regulations governing environmental protection, occupational safety and health, or labor rights,and the state of implementation? |
evaluates and monitors the practices of the suppliers in the aspect of ESG at regular intervals. |
|||
|---|---|---|---|---|
| V.Does the Company refer to international reporting rules or guidelines to publish ESG Reports to disclose non-financial information of the Company? Have the abovementioned reports obtained verification or assurance opinions from third-party certification organizations? |
√ | The Company has been accredited by BSI in AA1000 in the Category 1 standard evaluation with a certificate of declaration: The Company conforms to the core options of GRI standards in 2021. |
No significant variation. | |
| VI. If the Company has formulated its own Sustainable Development Best Practice Principles in accordance with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe the differences between its operation and the established Principles: |
||||
| VII. Other important information that facilitates the understanding of the efforts in promotion of sustainable development: Please visit the official website of the Company: https://www.pcbut.com.tw for more information. |
VII. Other important information that facilitates the understanding of the efforts in promotion of sustainable development: Please visit the official website of the Company: https://www.pcbut.com.tw for more information.
-
Note 1: If “Yes” is checked, specify the essential policy, strategy, measures, and implementation. If “No” is checked, specify the differences and reasons in the column of Deviations From Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons thereof, and state a plan to adopt relevant policies, strategies, and measures in the future.
-
Note 2: Principle of materiality refers to issues related to the environment, society, and corporate governance that have a significant influence on the investors and stakeholders of the Company.
-
Note 3: For disclosure methods, please refer to the Best Practice Examples on the website of the Corporate Governance Center, Taiwan Stock Exchange Corporation.
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(VI) Climate-related information of listed and OTC companies.
1. Implementation of Climate-related Information
| Events | Implementation Status |
|---|---|
| 1. The disclosure of the Board and management's oversight and governance of climate-related risks and opportunities. |
1. Board of Directors’ supervision of climate-related risks and opportunities (1). The Board of Directors of Unitech is mainly responsible for reviewing and guiding Unitech ’s climate strategies and reviewing the climate action plans from time to time. If a climate action plan involves significant investment, the Board of Directors will supervise relevant plans, and the progress of the relevant targets will also be updated and revised every year as per the instructions of the Board of Directors. 2. The management team’s responsibility to assess and manage climate— related risks and opportunities (1) In 2011, Unitech established a "CSR Committee" which was renamed to the "ESG Committee" in 2020. The committee is led by the management team (Vice Chairman) and senior executives (above Vice President level) are responsible for its operation. This includes developing relevant sustainability policies, planning ESG projects, coordinating cross-departmental operations, and directly responsible for formulating and promoting Yageo's values and sustainable development goals. (2) The ESG Committee reports to the Board of Directors and is responsible for reporting on Unitech's compliance with laws related to environmental, social, governance issues as well as customer standards and specific industry issue strategies and action plans related to sustainability. (3) Under the ESG Committee of Unitech there is a General Secretary who reports directly to the CEO. The ESG Committee is responsible for stakeholder engagement both internally and externally at Yageo including managing disclosure of sustainability issues, customer sustainability audits etc. Progress reports are submitted annually to the ESG committee while coordinating with various departments regarding execution results and reporting on specific sustainable issues. (4) In 2022,Unitech officially introduced "Task Force on Climate-related Financial Disclosures (TCFD)". Internally we have formed a "TCFD Working Group", following TCFD disclosure framework conducting climate governance strategy risk management discussions along with target indicators included in our risk management process which will be covered under our “Risk Register”. Our“Risk Register”covers from corporate legal department down through |
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factory levels.
- How the identified climate risks and opportunities affect the business, strategy, and finance of the enterprise in the short, medium, and long term.
| Identify short-term, medium-term, and long-term climate-related risks and opportunities. | Identify short-term, medium-term, and long-term climate-related risks and opportunities. | Identify short-term, medium-term, and long-term climate-related risks and opportunities. | ||
|---|---|---|---|---|
| In the "Physical Risks of Climate Change" section, the top three entities with the highest consensus | ||||
| among representatives from Unitech department regarding physical risks and their impact targets | are | |||
| shown in the table below: | ||||
| (1) Timeframe of risk: Short-term | ||||
| (2) Likelihood of occurrence: Medium | ||||
| Physical Risks | Impacted Assets | |||
| Immediate (severity of extreme weather events such as | Service/capacity disruption or | |||
| typhoons and floods) | interruption | |||
| Immediate (earthquakes) | Service/capacity disruption or | |||
| interruption | ||||
| Long-term (changes in rainfall patterns and extreme | Increased operating costs | |||
| changes in climate models) |
- Describe the impact of extreme weather Regarding the "Climate Transition Risk" section, representatives from the Unitech department reached events and transition actions on finance. a consensus on the highest degree of transition risk, as shown in the table below:
| Transition Risks | Timeframe | Probability | Impact on the |
|---|---|---|---|
| Company | |||
| Policy and Regulations (Carbon | Short | High | High |
| Tax Increase) | |||
| Market (Rising Raw Material | Medium | Medium-High | Medium-High |
| Costs) | |||
| Market (Changes in Customer | Medium | Medium | Medium |
| Behavior) | |||
| Technology (Costs of Low- | Short | Low | Low |
| Carbon Technology Transition) | |||
| The Impact of Extreme Climate Events and Transition Actions on Finance | |||
| Financial Explanation |
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| factors affected |
||
|---|---|---|
| Capital Expenditure |
• In order to achieve the requirement of reducing electricity consumption by 1% of total power usage in each factory, it is necessary for each factory to gradually replace old equipment and implement energy-saving management plans to improve equipment efficiency. • It is also necessary to carry out various centralized production and load control plans to increase the amount of electricity saved within the factories, in order to comply with relevant regulations/customer requirements for energy conservation and carbon reduction. • The purchase/repair of factory equipment mentioned above will increase the company's capital expenditure. |
|
| Revenues | • After the EU Carbon Border Adjustment Mechanism is officially implemented in 2026, importers must purchase certificates as payment for the carbon emissions of imported products. The price will be calculated based on the average closing price of the EU's weekly carbon rights auction, which will directly drive sustainable/low-carbon product development and related import/export trade benefits. • •With efforts from our R&D department, Unitech can respond to the trend of sustainable/low-carbon product demand by increasing low-carbon material options and providing customers with more choices and services. • As Unitech understands various manufacturers' low-carbon materials, we can recommend more suitable low-carbon materials to customers, thereby reducing the use of unsuitable materials, lowering development costs, and improving operational profits. |
|
| Direct Costs | • International customers of Unitech require the use of a certain proportion of renewable energy in revenue by 2025 to comply with the trend of net-zero emissions by 2050. Therefore, Unitech must actively seek green energy sources, evaluate green electricity prices and purchase quotas for green electricity required by customers/regulations, which will increase our direct costs. |
|
| The process of identifying and assessing climate-related risks |
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Unitech has been observing the trends in sustainable development within the industry for a long time. Through various channels, we gather and identify market trends and customer needs. With the responsibilities of each department, we ensure that regulatory developments, environmental protection trends, Voice of Customer (VOC), and Voice of Competitor (VOCO) are reflected concretely and quickly in our core business areas such as operations, manufacturing, occupational safety and health, environmental protection, and research & development.
- How to integrate the process of identifying, assessing and managing climate risks into the overall risk management system.
| Process for managing climate-related risks | Process for managing climate-related risks | Process for managing climate-related risks | |||
|---|---|---|---|---|---|
| Scope of value | Risk management process | Frequency of | Covered time horizon | ||
| chain | assessment | ||||
| Direct | Integrated into company- | Annually | Long-term | ||
| operations | wide risk management | ||||
| process involving multiple | |||||
| departments |
The process of identifying, assessing and managing climate-related risks and how to integrate it with enterprise risk management mechanisms:
-
(1) The Sustainable Development Committee of Unitech tracks the status of climate change-related risks on a regular basis each year. Representatives from various ESG committees regularly carry out TCFD projects to assess and analyze risk, report the results to the committee, and take appropriate mitigation measures based on the likelihood and impact of climate risks.
-
(2) In terms of processes, based on the assessment, analysis, and feedback opinions of each group's climate risk evaluation in the Sustainable Development Committee, they are consolidated into existing risk assessment and management mechanisms to ensure that significant climate-related risks for Unitech are properly evaluated and controlled. Finally, the evaluation results are submitted to the highest representative for review by the Sustainable Development Committee. Regular reports are made to the board of directors to ensure that climate change-related risks are effectively integrated into Unitech's enterprise risk management process.
-
If using scenario-analysis to evaluate resilience in the face of climate change risks, it is necessary to explain the
-
(1) Unitech uses publicly available data such as IIASA's SSP5-1 and RCP2.6 climate scenarios, in conjunction with the "Taiwan Climate Change Projection Information and Adaptation Knowledge Platform Project" (TCCIP) database, to screen and evaluate long-term risks related to climate change across different time frames.
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| context, parameters, assumptions, analysis factors and major financial impacts used. |
Scenarion Name |
IPCC Temperature Zone |
Global Perspective |
Achieving Zero-Carbon Society |
International Relations |
|---|---|---|---|---|---|
| SSP 5-1 | Rcp 2.6(2℃) | A low-carbon society based on fossil fuels |
Carbon capture technology mainly focuses on the use of fossil fuels, which is difficult to decarbonize. However, low-carbon measures can be taken to a certain extent. |
Assuming a global perspective with the premise of cooperation aimed at achieving the Paris Agreement. |
|
| (2) Category: Transition Risk - National Determined Contributions (NDCs) Climate Scenarios. (3) ROC Taiwan government submitted our Nationally Determined Contributions (NDCs) to the international community in 2015, with a goal of reducing greenhouse gas emissions by 50% from BAU levels by 2030. This is equivalent to a further reduction of 20% compared to the baseline year of 2005. (4) Given that electricity is the main source of greenhouse gas emissions in the production process of our company's plant, it is necessary to effectively evaluate the impact of changes in electricity costs on energy costs. Therefore, we have initiated a mechanism for assessing electricity price risks. We will estimate various scenarios based on changes in electricity consumption and price increases to provide evaluation and decision-making references for future energy use at our plant. |
|||||
| 6. If there is a transformation plan to address climate-related risks, please describe the content of the plan and the methods used to identify and assess these risks. |
Not applicable. | ||||
| 7. If using internal carbon pricing as a planning tool, the basis for price determination should be explained. |
Not applicable. | ||||
| 8. If climate-related goals are set, the activities covered, greenhouse gas emission scope, planning schedule, annual progress and other information should be explained. If carbon offsetting or renewable energy |
Not applicable. |
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certificates (RECs) are used to achieve these goals, the source and quantity of carbon credits offset or the number of RECs should be specified. 9. Greenhouse Gas Inventory Check and Also to be filled in Section 1-1 Verification
- 1-1 Inventory Check and Verification of Greenhouse Gas Emissions
Instructions for filling out the form:
-
The information in Categories 1 and 2 shall be handled according to the schedule set forth in the relevant regulations under Article 10, Paragraph 2 of this standard, while Category 3 information may be voluntarily disclosed by enterprises.
-
Companies may conduct greenhouse gas inventories check based on the following standards:
-
(1) The Greenhouse Gas Protocol (GHG Protocol).
-
(2) ISO 14064-1 published by the International Organization for Standardization (ISO).
-
Verification institutions shall comply with relevant provisions on sustainability reporting verification established by Taiwan Stock Exchange Corporation and Taiwan Securities Association Foundation.
-
Subsidiaries may report individually, consolidate reports (such as by country or region), or submit combined reports (Note 1).
-
The intensity of greenhouse gas emissions can be calculated per unit product/service or revenue, but data calculated based on revenue (in millions of New Taiwan Dollars) should be disclosed at a minimum (Note 2).
-
Unincluded operating locations or subsidiaries whose proportion of total emissions exceeds 5% shall not apply; total emissions refer to those calculated within mandatory inventory check scope as stipulated in Instruction No. 1.
-
Explanations regarding verification should summarize contents from verification reports and attach complete opinions to annual reports (Note3).
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Basic Information of Our Company
-
Companies with a capital of over NT$ 10 billion in the steel and cement industries.
-
Companies with a capital of more than NT$5 billion but less than NT$10 billion.
-
Companies with a capital of less than NT$5 billion
According to the roadmap for sustainable development of listed companies, at least disclosure is required.
-
Parent company individual investigation
-
Consolidated financial report subsidiary investigation
-
Parent company's individual assured
-
Assurance of Subsidiaries in Consolidated Financial
Data of the Year:2021
| Data of the Year:2021 | ||||
|---|---|---|---|---|
| Scope1 | Total emissions (metric tons CO2e) |
Intensity (metric tons CO2e/million dollars) (Note 2) |
Assurance Agency | Explanation of the situation with certainty(Note 3) |
| Parent company | 3,721.0799 | 0.3135 | SGS Taiwan |
According to the ISO14064-3:2006 verification, it meets the level of reasonable assurance. |
| Subsidiaries (Note 1) |
Not yet investigated, no data available. |
Not yet investigated, no data available. |
||
| Total | 3,721.0799 | 0.3135 | ||
| Scope2 | Total emissions (metric tons CO2e) |
Intensity (metric tons CO2e/million dollars) (Note 2) |
Assurance Agency | Explanation of the situation with certainty(Note 3) |
| Parent company | 137,073.9251 | 11.5485 | SGS Taiwan |
According to the ISO14064-3:2006 verification, it meets the level of reasonable assurance. |
| Subsidiaries (Note 1) |
Not yet investigated, no data available. |
Not yet investigated, no data available. |
||
| Total | 137,073.9251 | 11.5485 |
Note: Due to the inability to synchronize the third-party verification schedule with the annual report preparation schedule, the data in the above table is for 2021 fiscal year that has been verified by a third party in 2022 fiscal year. The data for 2022 fiscal year is currently under third-party verification and expected to be available in the second half of 2023 fiscal year, which will be disclosed in next year's annual report.
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(VII) The Practice of Ethical Corporate Management and Related Policies and Variation From the Ethical Corporate Management Best Practice Principles
for TWSE/TPEx-listed Companies, Variation From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies
| Items for Evaluation | State of Pursuit (Note 1) | State of Pursuit (Note 1) | State of Pursuit (Note 1) | Variance From the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures (I) Does the Company have a clear ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? (II) Has the Company developed the mechanisms for the assessment of integrity risk with routine analysis and assessment of business activities exposed to higher integrity risk in the operation based on which the Company planned for the prevention of unethical practices. The content shall cover at least the preventive measures contained in Paragraph 2 in Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies”? (III) Has the Company established plans for the prevention of unethical practices, and has it specified the operation procedures, code of conduct, and punishment for violation, and the systemofcomplaintsinthe plans and |
√ √ √ |
(I) The Company has instituted the “Ethical Corporate Management Best Practice Principles” and the “Ethical Corporate Management Procedure and Code of Conduct” passed by the Board and disclosed at the official website of the Company and the MOPS. Directors, Independent Directors, and senior corporate officers at the rank of Vice President and higher have issued the “Declaration of Compliance With the Ethical Corporate Management Policy of Unitech Printed Circuit Board Corp.”. (II) The Company has instituted the “Ethical Corporate Management Best Practice Principles” and the “Ethical Corporate Management Procedure and Code of Conduct” and has explicitly stated it in the Service Regulations. (III) The Company duly observes the “Ethical Corporate Management Best Practice Principles”, the “Ethical Corporate Management Procedure and Code of |
No significant variation. No significant variation. No significant variation. |
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| Items for Evaluation | State of Pursuit (Note 1) | State of Pursuit (Note 1) | State of Pursuit (Note 1) | Variance From the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| properly implemented these plans with routine review and revision? |
Conduct”, and “CSR Manual - Ethic Code”, including (1) business ethics; (2) no unjustified benefits; (3) information transparency; (4) intellectual property right; (5) fair trade, advertising, and competition, and (6) confidentiality of identity. |
|||
| II. Ethical Corporate Management in Practice (I) Whether the Company has assessed the ethics records of whom it has business relationship with and included business conduct and ethics related clauses in business contracts? (II) Has the Company established a designated body directly under the Board to administer ethical corporate management with routine reporting to the Board (at least once a year) on the pursuit of the ethical corporate management policy and the plans for the prevention of unethical practices, and the supervision of the implementation of these policies? (III) Whether the Company has established policies to prevent conflicts of interest, provide appropriate |
√ √ √ |
(I) CSR is included in the supplier management procedure under the policy of the Company with routine evaluation and monitoring of the practices of the suppliers in CSR. (II) The “CSR Committee” coordinates the advocacy of the institution and supervision of the pursuit of the ethical corporate management policy and preventive plans. The President acts as the convener of the Committee charged with the duties as stated in Article 17 of the “Ethical Corporate Management Best Practice for TWSE/TPEx- listed Companies” and reports to the Board on the implementation of CSR at least once a year, usually in the last session of the Board (the last one in 2022 was on November 14, 2022) in each fiscal year. (III) The Company prohibits any form of corruption, extortion, blackmail, embezzlement, gratuity, |
No significant variation. No significant variation. No significant variation. No significant variation. No significant variation. |
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| Items for Evaluation | State of Pursuit (Note 1) | State of Pursuit (Note 1) | State of Pursuit (Note 1) | Variance From the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| communication and complaint channels, and implemented such policies properly? (IV) Has the Company established an effective accounting system and internal control system for the proper pursuit of ethical corporate management. Has the internal audit function designed relevant audit plans on the basis of the assessment result of integrity risk for the prevention of unethical practices and compliance with related rules and regulations, or commissioned certified public accountants to conduct audits on unethical practices? (V) Has the Company provided internal and external training on topics of business integrity? |
√ √ |
kickback, or any other illicit benefits. Each and everyone of the Company has the right to report to and inform the Administration Business Unit for investigation. (IV) The Company has established related accounting and internal control systems, with internal auditors conduct routine audits. (V) The Legal Affairs Office of the Company provides education for employees every year. |
||
| III. Implementation of Complaint Procedures (I) Has the Company established a substantive reporting and reward and punishment system and channels convenient for reporting, and has it appointed designated personnel for handling the targets of reports? (II) Has the Company established a standard operation procedure for responding to reports and complaints, the measures to be taken after the investigation, and related mechanisms for confidentiality ? |
√ √ |
(I) The Company has instituted the regulations governing the complaints of employees, and established convenient channels for reports and complaints, and appoints the Administration Business Unit to respond to all reports and complaints. (II) The Company has instituted the regulations governing the complaints of employees, and keeps all cases of complaints in strict confidence. |
No significant variation. No significant variation. No significant variation. |
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| Items for Evaluation | State of Pursuit (Note 1) | State of Pursuit (Note 1) | State of Pursuit (Note 1) | Variance From the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the Reasons For Any Such Variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Has the Company taken any measure for the protection of the informants from suffering undue treatment? |
√ |
(III) The Company keeps the identity of the informants in strict confidence, and protects the informants from attack, revenge, and other discriminatory treatment. |
||
| IV. Enhanced Information Disclosure Does the Company disclose its Ethical Corporate Management Best Practice Principles as well as information about implementation of such guidelines on its website and the Market Observation Post System (“MOPS”)? |
√ | The Company has disclosed the content of its Ethical Corporate Management Best Practice Principles on its official website and the MOPS. And had appointed designated personnel to maintain and update the data. |
No significant variation. |
|
| V. If the Company has instituted the Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies”, specify the implementation of the principles and any variation, if applicable: (I) The principles in operation and achievement in the year: 1. Raising the Awareness of Compliance: With the topic of International Trends and Examples of Ethical Management Around the World, we worked to raise all Taiwanese employees’ awareness of compliance by introducing the foremost ethical management standards, United Nations Convention Against Corruption (UNCAC), and the applicable laws and regulations of the United States, Japan, and the United Kingdom. 2. Requiring Suppliers to Sign the Integrity Commitment: We have required suppliers to sign the Integrity Commitment when signing business contacts with the Company since July 2022. (II) No significant variation. |
||||
| VI. Any other important information that could help us to understand the implementation of the Ethical Corporate Management Best Practice Principles better: (Such as the review and amendment to the Ethical Corporate Management Best Practice Principles) Visit the Company’s website (https://www.pcbut.com.tw/portal/inner-page.html?P=5&SP=10) for more information. |
||||
Note 1: Specify in the field provided on the status of operation whether “yes” or “no” was chosen. |
(VIII) Visit the Company’s website (https://www.pcbut.com.tw/portal/inner-page.html?P=5&SP=1) for the Corporate Governance Best Practice Principles and the method of accessing it.
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(IX) Other important information that will facilitate the understanding of the operation of corporate governance: Visit the Company’s website (https://www.pcbut.com.tw/portal/inner-page.html?P=5&SP=0) for more information.
The Company approved the setting up of the position of Corporate Governance Officer in a Board session dated 2020.04.28 (Vice President Wu, Chin-Fang, Head of Accounting and Finance, was appointed to the position). The continuing education and related training as of the publication date of this Annual Report is specified below:
| Date of Training |
Provider of Training | Content of the Courses | Hours of Training |
Total Hours |
|---|---|---|---|---|
| 2022.4.12 | Taiwan Securities Association | Corporate Governance and Transparency of Corporate Financial Information |
3 hours | 12 hours |
| 2022.4.12 | Taiwan Securities Association | Legal Liabilities of False Financial Statements and Insider Trading and Case Study |
3 hours | |
| 2022.4.19 | The Accounting Research and Development Foundation |
The Latest Development of the ESG and Financial Statement Self-Preparation Policies and Internal Control Management Practices |
6 hours | |
| 2023.3.16 | Taiwan Academy of Banking and Finance | Corporate Social Responsibility and Sustainable Governance |
3 hours | 6 hours |
| 2023.4.13 | Taiwan Academy of Banking and Finance | Director or Supervisor Criminal Liability Case Study |
3 hours |
The Corporate Governance Officer shall receive at least 18 hours of training after assuming this position except for first time practitioners in this position within 1 year from the day of office (to 2021.04.28), and shall take at least 12 hours of training every year.
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-
(X) The pursuit of the internal control system should be disclosed with the following:
-
Statement of Declaration of Internal Control
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Unitech Printed Circuit Board Corp. Declaration of Internal Control
Date: 2023.03.03
The Company has conducted a self-assessment of its internal control system in the period from January 1 to December, 2022 and hereby declares as follows:
-
I. The Company is aware that the Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. The purpose is to reasonably ensure the effect and efficiency of operations (including profitability, performance, and security of assets), the reliability of financial reporting, and compliance with relevant legal rules.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains selfmonitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
III. The Company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Criteria For the Establishment of Internal Control Systems of Public Offering Companies” (hereinafter referred to as “the Criteria”). The Criteria is instituted for judging the effectiveness of the design and enforcement of an internal control system. There are five components of effective internal control as specified in the Criteria with which the procedure for effective internal control are composed by five elements, namely, 1. Control Environment, 2. Risk Evaluation, 3. Control Operation, 4. Information and Communication, and 5. Monitoring. Each component includes several items. For said items, please refer to the Regulations.
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
V. Basing on the aforementioned audit findings, the Company holds that it has reasonably preserved the achievement of the aforementioned goals within the aforementioned period of internal control (including the monitoring over subsidiaries) as of December 31, 2022, including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant legal rules, and that the design and enforcement of internal control are effective.
-
VI. This Statement is an integral part of the Company’s Annual Report and prospectus, and will be made public. Any falsehoods, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. The content of this Declaration has been approved by the Board in the session dated 2023.03.03 with the attendance of seven directors in common consent.
Unitech Printed Circuit Board Corp.
- Chairman: Chang, Yuan-Min (signature)
President: Hung, Hsien-Ching (signature)
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-
Review report on appointment of CPAs to examine the internal control system: None.
-
(XI) The punishment on the Company and its staff due to the violation of laws, the punishment on Company staff due to the violation of the internal control system in the previous period to the day this report was printed, the major defect and status of corrective action: None.
-
(XII) Major decisions of the Shareholders Meeting and the Board in the previous period to the day this report was printed:
Shareholders Meeting in Regular Session 2022
-
Approved the 2021 Business Report and Financial Statements. Status: Motion passed.
-
Approved the earnings distribution or deficit compensation in 2021. Execution: A resolution was adopted not to pay out dividends to shareholders this year.
-
Approved the amendment to the Company's Articles of Incorporation. Execution: A resolution was adopted; the registration of the change was completed on July 22, 2022 and announced on the Company’s website.
-
Approved the amendment to the Company's Procedure for the Acquisition or Disposal of Assets.
Execution: A resolution was adopted to proceed as per the amended regulations.
-
(XIII) The summary of adverse opinions of the Directors or Supervisors on the resolutions of the Board with record or in written declaration in the previous period to the day this report was printed: None.
-
(XIV) Resignation or discharge of the Chairman, President, Chief Accounting Officer, Chief Financial Officer, Chief Internal Auditor, Corporate Governance Officer, and Chief R&D Officer of the Company in the previous period to the day this report was printed: None.
-
V. Information About Audit Fees for Independent Auditors
Information on CPAs’ Professional Fees Unit: NT$ thousand
| Name of CPA Office |
Name of CPA |
Audit Period | Audit Fees | Non-audit Fees |
Total | Remarks |
|---|---|---|---|---|---|---|
| KPMG Taiwan |
Chuang, Chun-Wei |
2022.01.01–2022.12.31 | 4,510 | 665 | 5,175 | |
| Hsu, Ming- Fang |
-
(I) The payment to the independent auditors, the CPA office of the independent auditors, and its affiliates for non-audit services accounted for more than 1/4 of the audit fees: non-audit fees are service charges for a transfer pricing report amounting to NT$500 thousand, translation fee for an English Financial Report amounting to NT$100 thousand, capitalization of earnings permit service fees amounting to NT$35 thousand, capital audit and certification fees for a cash capital increase amounting to NT$30 thousand, the sum of which falls below one-fourth of the total audit fees.
-
(II) Replacement of independent auditors and the payment for audit fees in the year of replacement is
~77~
less than the year before replacement, disclose the amount paid before and after the replacement, and the reason: None.
(III) The audit fees are more than 10% less than the previous period: None.
VI. Information on Replacement of Independent Auditors:
(I) Predecessor CPAs
| I) Predecessor CPAs | |||||
|---|---|---|---|---|---|
| Date of Replacement | Passed by the Audit Committee and the Board on 2022.03.03. Applicable to Financial Statements for Q1, 2023. |
||||
| Reason For the Change | The Company replaced the previous Independent Auditors Chuang, Chun- Wei (CPA) and Hsu, Ming-Fang (CPA) with Hung, Shih-Kang (CPA) and Hsu, Ming-Fang (CPA) in conjunction with the internal job rotation of KPMG Taiwan. |
||||
| Explain if the Client or the CPA Terminated or Turned Down the Appointment |
Parties Concerned Situation |
CPA |
Client | ||
Voluntary Termination of the Appointment |
Not applicable | Not applicable | |||
| Turned Down (continued) the Appointment |
Not applicable | Not applicable | |||
| Auditors’ Reports With Opinions Other Than Unqualified Opinions in the Last Two Years, and the Reasons for the Opinions |
Not applicable |
||||
| Different Opinion From the Issuer |
Yes |
Accounting principles orpractice | |||
| Disclosure of financial statements | |||||
| Scope orprocedure of audit | |||||
| Others | |||||
| None | V | ||||
| Description:(None) | |||||
| Other Information (To be disclosed pursuant to Part 1- (4)~(7) of Subparagraph 6 under Article 10 of the Principles). |
Not applicable |
~78~
(II) Information on the Successor CPA
| (II) Information on the Successor CPA | |
|---|---|
| Name of CPA Office | KPMG Taiwan |
| Name of CPA | Hung, Shih-Kang, CPA; Hsu, Ming-Fang, CPA |
| Date of Appointment | Applicable to Financial Statements forQ1, 2023. |
| Consultation and Result of Possible Audit Opinion Deriving From the Accounting Method or Accounting Principles and Financial Statement on Designated Transactions Before the Appointment |
Not applicable, CPAs are in routine job rotation. |
| Written Opinions of the Successor CPAs Different From the Predecessor CPAs |
Not applicable, CPAs are in routine job rotation. |
(III) Reply of the predecessor CPAs on particulars inscribed in Part 1 and Part 2- (3) of
Subparagraph 6 under Article 10 of the Principles: Not applicable.
VII. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None.
~79~
VIII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None.
(1) Transfer and Pledge of Equity Shares Unit: share
| Title | Name | 2022 | 2022 | 2023 up to April 17, 2023 | 2023 up to April 17, 2023 |
|---|---|---|---|---|---|
| Changes in the Quantity of Shares Held |
Changes in Quantity of Shares Pledged |
Changes in the Quantity of Shares Held |
Changes in Quantity of Shares Pledged |
||
| Chairman | Kuo-Ling Investment Co., Ltd. |
5,886,170 |
0 |
0 |
0 |
| Representative: Chang, Yuan-Min |
373,692 |
0 |
0 |
0 |
|
| Vice Chairman |
Kuo-Ling Investment Co., Ltd. |
5,886,170 |
0 |
0 |
0 |
| Representative: Chang, Yuan-Fu |
11,791 |
0 |
0 |
0 |
|
| Director | Chen, Cheng-Hsiun | 331,585 | 0 |
0 |
0 |
| Director | Ke, Wen-Sheng | 148,709 | 0 |
0 |
0 |
| Independent Director |
Chu, Min-Hsien |
0 | 0 |
0 |
0 |
| Independent Director |
Wang, Feng-Kuei |
0 | 0 |
0 |
0 |
| Independent Director |
Hsu, Wen-Hsin |
0 | 0 |
0 |
0 |
| Manager | Hung, Hsien-Ching | 32,029 | 0 |
0 |
0 |
| Manager | Liao, Chi-Ming | 17,412 | 0 |
(18,000) |
0 |
| Manager | Chen, Hsi-Meng | (23,796) | 0 |
0 |
0 |
| Manager | Chung, Shou-Pu | (117,040) | 0 |
0 |
0 |
| Manager | Wu,Chin-Fang | 12,390 | 0 |
0 |
0 |
| Manager | Tsai, Tung-He | 34,266 | 0 |
0 |
0 |
| Manager | JasonChou | 12,979 | 0 | 0 | 0 |
(2) The counterparties of equity share transfer by the Directors, Supervisors, managers, and dominant shareholders are related-parties: None.
(3) The counterparties of the pledge of equity share transfer by the Directors, Supervisors, managers, and dominant shareholders are related-parties: None.
~80~
IX. The top 10 shareholders by shareholding who are related parties, spouse, next of kin to one another:
| April 17,2023 | April 17,2023 | April 17,2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name (Note 1) |
Shareholding by Quantity of Shareholding |
Shareholding by Spouse, Underage Children |
Shares Held in the Name of a Third Party in Total |
If the Top 10 Shareholders by Shareholding who Are Related Parties,Spouse, Next of Kin to One Another,Specify the Names and Relationship (Note 3) |
R e m ar ks |
|||||
| Quantity of Shareholding |
Proportion of Shareholding |
Quantity of Shareholding |
Proportion ofShare- holding |
Quantity of Share- holding |
Proportion ofShare- holding |
Name (or Title) |
Relationship | |||
| Kuo-Ling Investment Co., Ltd. |
-- | 42,836,450 | 6.40% | -- | -- | Chen, Shu- Chu |
Chairperson of the Company |
|||
| Chang, Ping- Chao |
Director of the Company |
|||||||||
| Kuo-Ling Investment Co., Ltd. Representative: |
Chen, Shu- Chu |
1,589,587 | 0.24% | 6,187,875 | 0.92% | -- | -- | Chang, Ping- Chao |
Spouse | |
| Chen, Cheng-Hsiun |
Elder sister and younger brother |
|||||||||
| Shang-Ling Investment Co., Ltd. |
-- | 19,326,499 | 2.89% | -- | -- | -- | -- | Chang, Ping- Chao |
Chairperson of the Company |
|
| Chen, Shu- Chu |
Director of the Company |
|||||||||
| Kuo-Ling Investment Co., Ltd. |
Director of the Company |
|||||||||
| Chen, Cheng-Hsiun |
Supervisor of the Company |
|||||||||
| Shang-Ling Investment Co., Ltd. Representative: |
Chang, Ping- Chao |
6,187,875 | 0.92% | 1,589,587 | 0.24% | -- | -- | Kuo-Ling Investment Co., Ltd. |
Director of the Company |
|
| Chen, Cheng-Hsiun |
Relative by marriage |
|||||||||
| Song-Ling Investment Co.,Ltd. |
-- | 9,460,294 | 1.41% | -- | -- | -- | -- | Shang-Ling Investment Co., Ltd. |
Supervisor of the Company |
|
| Song-Ling Investment Co., Ltd. Representative: |
Liao, Ying- Huei |
-- | -- | -- | -- | -- | -- | -- | -- | |
| Special Account of Vanguard Newly Emerged Market Stock Index Fund in Custody of American Bank |
-- | 8,701,731 | 1.30% | -- | -- | -- | -- | -- | -- |
~81~
| Advanced Starlight Advanced Aggregate International Stock Index in the Custody of Chase Bank |
-- | 8,461,218 | 1.26% | -- | -- | -- | -- | -- | -- | |
|---|---|---|---|---|---|---|---|---|---|---|
| Chang, Ping-Chao |
-- | 6,187,875 | 0.92% | 1,589,587 | 0.24% | -- | -- | Chen, Cheng-Hsiun |
Relative by marriage |
|
| Kuo-Ling Investment Co., Ltd. |
Director of the Company |
|||||||||
| Shang-Ling Investment Co., Ltd. |
Chairperson of the Company |
|||||||||
| Chen, Cheng- Hsiun |
-- | 5,338,050 | 0.80% | 583,376 | 0.09% | -- | -- | Chang, Ping- Chao |
Relative by marriage |
|
| Chen, Shu- Chu |
Elder sister and younger brother |
|||||||||
| Shang-Ling Investment Co., Ltd. |
Supervisor of the Company |
|||||||||
| Labor Pension Fund (New Scheme) |
-- | 4,440,580 | 0.66% | -- | -- | -- | -- | -- | -- | |
| Investment Account of Japan Securities Finance Co Ltd. in Custody of JPMorgan Chase Bank |
-- | 4,128,000 | 0.62% | -- | -- | -- | -- | |||
| Investment Account of PGIA Trust Stock Index II in Custody of JPMorgan ChaseBank |
-- | 3,810,605 | 0.57% | -- | -- | -- | -- | -- | -- |
Note 1: List out all the top 10 shareholders. For institutional shareholders, list out the names of the shareholders and the representatives respectively.
Note 2: The proportion of shareholding shall be calculated on the basis of the holding by the shareholder, in the name of spouse, children who are minors, and in the name of a third party in totality.
Note 3: The aforementioned list of shareholders shall include institutional shareholders and natural persons, with the disclosure of relationship in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Note 4: The above numbers of shares held were based on those on the book closure date on April 17, 2023.
~82~
X. The quantity and proportion of shares held by the Directors, Supervisors, managers, and direct or indirect controlled entities of the Company in the particular company in aggregate:
| Unit: share; % December 31, 2022 |
Unit: share; % December 31, 2022 |
|||||
|---|---|---|---|---|---|---|
| Direct Investment (Note) |
Investment of the Company | Investment of the Directors, Supervisors, Managers and Direct or Indirect Controlled Entities |
Overall Investment | |||
| Quantity of Shareholding |
Proportion of Shareholding |
Quantity of Shareholding |
Proportion of Shareholding |
Quantity of Shareholding |
Proportion of Shareholding |
|
| UNITECH(BVI) | 3,900 | 100.00% | --- | --- | 3,900 | 100.00% |
| UNITECH(HK) | 5,000,000 | 6.1% |
77,000,100 | 93.9% | 82,000,100 | 100.00% |
| Da-Tai Investment Co., Ltd. |
82,000,000 | 100.00% | --- | --- | 82,000,000 | 100.00% |
| Fulltech Fiber Grass Corp. |
0 | 0 |
59,465,447 | 13.47% | 59,465,447 | 13.47% |
Note: Long-term investment of the Company accounted for under the equity method.
~83~
Four. Capitalization
I. Source of Capital Stock
(I) Type of Shares
Unit: share
| Unit: share | Unit: share | |||
|---|---|---|---|---|
| Book closure date on April 17, 202 | ||||
| Shares Type of Shares |
Stated Capital | Remarks | ||
| Outstanding Shares (listed on the TWSE) |
Unissued Shares | Total | ||
| Ordinary Shares |
669,407,175 shares | 130,592,825 shares | 800,000,000 shares | The Company has stated capital of NT$8 billion under the Articles of Incorporation. |
(II) Formation of Capital Stock
| Year Month |
Issuing Price (NTD) |
Stated Capital | Stated Capital | Paid-in Capital | Paid-in Capital | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
| Quantity of Shareholding |
Amount |
Quantity of Shareholding |
Amount |
Sources of Capital Stock |
Investment in Kind With Other Assets Other Than Cash |
Others |
||
| 1984.12 | 10 | 12,000,000 | 120,000,000 |
9,600,000 |
96,000,000 |
Founding |
None | --- |
| 1986.1 | 10 | 12,000,000 | 120,000,000 |
12,000,000 |
120,000,000 |
Raised capital of $24,000 thousand through offering new shares |
None | --- |
| 1987.1 | 10 | 15,000,000 | 150,000,000 |
15,000,000 |
150,000,000 |
Raised capital of $30,000 thousand through offering new shares |
None | --- |
| 1989.6 | 10 | 19,500,000 | 195,000,000 |
19,500,000 |
195,000,000 |
Capitalization of retained earnings into new shares amounting to $45,000 thousand |
None | --- |
| 1991.4 | 10 | 60,000,000 | 600,000,000 |
42,000,000 |
420,000,000 |
Raised capital of $145,000 thousand through offering new shares Capitalization of retained earnings into new shares amounting to $80,000 thousand |
None | --- |
~84~
| 1995.5 | 10 | 60,000,000 | 600,000,000 |
60,000,000 |
600,000,000 |
Raised capital of $180,000 thousand through offering new shares |
None | --- |
|---|---|---|---|---|---|---|---|---|
| 1996.11 | 20 | 150,000,000 | 1,500,000,000 | 100,671,100 | 1,006,711,000 | Raised capital of $220,000 thousand through offering new shares Capitalization of retained earnings into new shares amounting to $186,711 thousand |
None | --- |
| 1997.7 | 10 | 150,000,000 | 1,500,000,000 | 140,000,000 | 1,400,000,000 | Capitalization of retained earnings into new shares amounting to $292,617,900 Capitalization of capital surplus into new shares amounting to $100,671,100 |
None | --- |
| 1998.9 | 82 | 320,000,000 | 3,200,000,000 | 237,800,000 | 2,378,000,000 | Raised capital of $400,000,000 through offering new shares Capitalization of retained earnings into new shares amounting to $454,800,000 Capitalization of capital surplus into new shares amounting to $123,200,000 |
None | --- |
| 1999.7 | 10 | 320,000,000 | 3,200,000,000 | 299,200,000 | 2,992,000,000 | Capitalization of retained earnings into new shares amounting to $304,860,000 Capitalization of capital surplus into new shares amounting to $309,140,000 |
None | --- |
~85~
| 2000.7 | 10 | 344,750,000 | 3,447,500,000 | 344,750,000 | 3,447,500,000 | Capitalization of retained earnings into new shares amounting to $186,220,000 Capitalization of capital surplus into new shares amounting to $269,280,000 |
None | --- |
|---|---|---|---|---|---|---|---|---|
| 2001.10 | 10 | 500,000,000 | 5,000,000,000 | 362,141,200 | 3,621,412,000 | Capitalization of retained earnings into new shares amounting to $4,580,000 Capitalization of capital surplus into new shares amounting to $169,332,000 |
None | --- |
| 2003.12 | 10 | 500,000,000 | 5,000,000,000 | 356,055,200 | 3,560,552,000 | Reduced treasury shares amounting to$60,860,000 |
None | --- |
| 2005.10 | 10 | 500,000,000 | 5,000,000,000 | 381,783,215 | 3,817,832,150 | Capitalization of retained earnings into new shares amounting to $85,760,050 Capitalization of capital surplus into new shares amounting to $171,520,100 |
None | --- |
| 2006.9 | 10 | 500,000,000 | 5,000,000,000 | 404,863,725 | 4,048,637,250 | Capitalization of retained earnings into new shares amounting to $230,805,100 |
None | --- |
| 2008.2 | 10 | 500,000,000 | 5,000,000,000 | 420,883,140 | 4,208,831,400 | Conversion of convertible bonds into common shares $160,194,150 |
None | --- |
| 2008.8 | 10 | 500,000,000 | 5,000,000,000 | 448,291,247 | 4,482,912,470 | Capitalization of retained earnings into new shares amounting to $274,081,070 |
None | --- |
~86~
| 2011.1 | 10 | 500,000,000 | 5,000,000,000 | 444,170,247 | 4,441,702,470 | Reduced treasury shares amounting to$41,210,000 |
None | --- |
|---|---|---|---|---|---|---|---|---|
| 2011.3 | 10 | 500,000,000 | 5,000,000,000 | 449,747,711 | 4,497,477,110 | Conversion of convertible bonds into common shares $55,774,640 |
None | --- |
| 2011.6 | 10 | 600,000,000 | 6,000,000,000 | 549,747,711 | 5,497,477,110 | Raised capital of $1,000,000,000 through issuing new shares |
None | --- |
| 2011.7 | 10 | 700,000,000 | 7,000,000,000 | 579,029,399 | 5,790,293,990 | Conversion of convertible bonds into common shares $292,816,880 |
None | --- |
| 2013.1 | 10 | 700,000,000 | 7,000,000,000 | 571,793,399 | 5,717,933,990 | Reduced treasury shares amounting to$72,360,000 |
None |
--- |
| 2013.8 | 10 | 700,000,000 | 7,000,000,000 | 569,118,399 | 5,691,183,990 | Cancellation of treasury shares amounting to $26,750,000 |
None |
--- |
| 2014.11 | 10 | 700,000,000 | 7,000,000,000 | 566,318,399 | 5,663,183,990 | Reduced treasury shares amounting to $28,000,000 |
None |
--- |
| 2015.11 | 10 | 700,000,000 | 7,000,000,000 | 555,965,399 | 5,559,653,990 | Reduced treasury shares amounting to $51,110,000 Reduced treasury shares amounting to$52,420,000 |
None |
--- |
| 2017.1 | 10 | 700,000,000 | 7,000,000,000 | 540,018,399 | 5,400,183,990 | Reduced treasury shares amounting to $100,000,000 Reduced treasury shares amounting to$59,470,000 |
None |
--- |
| 2017.5 | 10 | 700,000,000 | 7,000,000,000 | 540,028,369 | 5,400,283,690 | Conversion of convertible bonds to common shares $99,700 |
None |
--- |
| 2017.8 | 10 | 700,000,000 | 7,000,000,000 | 543,747,201 | 5,437,472,010 | Conversion of convertible bonds to common shares $37,188,320 |
None |
--- |
~87~
| 2017.11 | 10 | 700,000,000 | 7,000,000,000 | 544,295,555 | 5,442,955,550 | Conversion of convertible bonds to common shares $5,483,540 |
None |
--- |
|---|---|---|---|---|---|---|---|---|
| 2018.2 | 10 | 700,000,000 | 7,000,000,000 | 600,999,060 | 6,009,990,600 | Conversion of convertible bonds to common shares $567,035,050 |
None |
--- |
| 2018.4 | 10 | 700,000,000 | 7,000,000,000 | 607,261,936 | 6,072,619,360 | Conversion of convertible bonds to common shares $62,628,760 |
None |
--- |
| 2018.8 | 10 | 700,000,000 | 7,000,000,000 | 619,407,175 | 6,194,071,750 | Capitalization of retained earnings into new shares amounting to $121,452,390 |
None | --- |
| 2022.9 | 10 | 800,000,000 | 8,000,000,000 | 669,407,175 | 6,694,071,750 | Raised capital of $500,000 thousand through offering new shares |
None | --- |
(III) Information on the Overall Declaration System: Not applicable.
II. Component of Shareholders
Book closure date on April 17, 2023
| Structure of Shareholders Quantity |
Government Institutions |
Financial Institutions |
Other Institutions |
Foreign Institutions and Foreign Nationals |
Individuals | Total |
|---|---|---|---|---|---|---|
| Number of Shareholders |
3 | 7 | 188 | 126 | 96155 | 96479 |
| Quantity of Shares Held |
4,440,592 | 428,852 | 80,989,649 | 58,313,461 | 525,234,621 | 669,407,175 |
| Proportion of Shareholding |
0.66% |
0.06% | 12.11% | 8.71% | 78.46% | 100.00% |
~88~
III. Dispersion of Equity
- Ordinary Shares NT$10/share; book closure date on April 17, 2023
| Shareholding Range | Number of Shareholders | Quantity of Shares Held | Proportion of Shareholding |
|---|---|---|---|
| 1 to 999 | 36,415 | 3,108,180 | 0.46% |
| 1,000 to 5,000 | 42,585 | 93,767,582 | 14.01% |
| 5,001to10,000 | 8,851 | 69,372,189 | 10.36% |
| 10,001to15,000 | 2,884 | 35,837,290 | 5.35% |
| 15,001to20,000 | 1,774 | 32,975,266 | 4.93% |
| 20,001to 30,000 | 1,585 | 39,800,758 | 5.95% |
| 30,001to40,000 | 697 | 24,610,015 | 3.68% |
| 40,001to 50,000 | 455 | 20,995,430 | 3.14% |
| 50,001to100,000 | 715 | 51,330,377 | 7.67% |
| 100,001to200,000 | 289 | 40,548,661 | 6.06% |
| 200,001to400,000 | 123 | 34,677,407 | 5.18% |
| 400,001to 600,000 | 36 | 17,594,521 | 2.63% |
| 600,001to 800,000 | 13 | 8,975,768 | 1.34% |
| 800,001to1,000,000 | 9 | 8,162,658 | 1.21% |
| More than 1,000,001 | 48 | 187,651,073 | 28.03% |
| Total | 96,479 | 669,407,175 | 100.00% |
- Preferred Shares: None
IV. List of Dominant Shareholders (shareholders holding more than 5% of the outstanding shares or among the top 10 shareholders by ratio of equity in holding)
| Shareholding Name of Dominant Shareholders |
Quantity of Shareholding |
Proportion of Shareholding |
|---|---|---|
| Kuo-Ling Investment Co., Ltd. | 42,836,450 | 6.40% |
| Shang-Ling Investment Co., Ltd. | 19,326,499 | 2.89% |
| Song-Ling Investment Co., Ltd. | 9,460,294 | 1.41% |
| Special Account of Vanguard Newly Emerged Market Stock Index Fund in Custody of American Bank |
8,701,731 | 1.30% |
| Advanced Starlight Advanced Aggregate International Stock Index in the Custody of Chase Bank |
8,461,218 | 1.26% |
| Chang, Ping-Chao | 6,187,875 | 0.92% |
| Chen, Cheng-Hsiun | 5,338,050 | 0.80% |
| Labor Pension Fund (New Scheme) | 4,440,580 | 0.66% |
| Investment Account of Japan Securities Finance Co Ltd. in Custody of JPMorgan Chase Bank |
4,128,000 | 0.62% |
Investment Account of PGIA Trust Stock Index II in Custody of JPMorgan Chase Bank |
3,810,605 | 0.57% |
Note: The above numbers of shares held was based on those on the book closure date on April 17, 2023.
~89~
- V. Market Price, Net Value, Earnings (losses) per Share and Related Information in the Last 2 Years and Related Information
| Unit: NTD/1,000 shares | Unit: NTD/1,000 shares | Unit: NTD/1,000 shares | Unit: NTD/1,000 shares | Unit: NTD/1,000 shares | |
|---|---|---|---|---|---|
| Item | Year | 2021 |
2022 | Current Year up to 2023.03.31 |
|
| Market Price per Share (Note 1) |
High | 24.75 | 24.60 | 19.50 | |
| Low | 16.05 | 15.10 | 17.20 | ||
| Average | 20.75 | 18.68 | 18.47 | ||
| Net Value per Share (Note 2) |
Cum-dividend | --- | 16.02 | 15.23 | |
| Ex-dividend | --- | Not yet distributed |
--- | ||
| Earnings per Share (Note 3) |
Weighted Average Number of Shares |
619,407 | 638,996 | 669,407 | |
| Earnings per Share |
Retroactive to Cum- dividend |
(0.39) |
0.65 | (0.59) | |
| Retroactive to Ex-dividend |
--- |
--- | --- | ||
| Dividend per Share |
Cash Dividend | --- | Not yet distributed |
--- | |
| Stock Dividend |
Stock Dividend From Capitalization of Retained Earnings |
--- |
--- | --- | |
Stock Dividend From Capitalization of Capital Reserve |
--- |
--- | --- | ||
| Unpaid Dividend in Accumulation |
--- | --- | --- | ||
| Analysis of ROI |
Price/Earnings Ratio (Note 4) |
--- | 28.26 | --- | |
| Price/Dividend Ratio (Note 5) |
--- | Not yet distributed |
--- | ||
| Cash Dividend Yield Rate(Note 6) |
--- | Not yet distributed |
--- |
*In the event of allotment of shares in capitalization of earnings or capital surplus, the market price and cash dividends
~90~
retrospectively adjusted as per the number of outstanding shares shall be disclosed.
Note 1: List the highest and lowest market prices of ordinary shares in each year, and the average market price in each year is calculated based on the transaction value and volume for each year.
Note 2: Please enter the information based on the number of outstanding shares at the end of the year and the distribution resolved by the Board of Directors or the shareholders' meeting in the following year.
Note 3: If retrospective adjustment is required due to stick dividends to be distributed, the earnings per share before and after adjustment shall be listed.
Note 4: Price/Earnings Ratio = Average closing price per share for the year/earnings per share.
Note 5: Price/Dividend Ratio = Average closing price per share for the year/cash dividend per share.
Note 6: Cash Dividend Yield = Cash dividends per share/average closing price per share for the fiscal year.
Note 7: The net worth per share and earnings per share should be entered based on the data in the most recent quarter up to the publication date of the Annual Report audited (reviewed) by the CPAs; other fields shall be entered with the information in the year up to the publication date of the Annual Report.
-
VI. Dividend Policy and Implementation
-
Dividend Policy
According to the Articles of Incorporation of the Company, the Board shall resolve to appropriate 1- 5% of the earnings of the Company, where applicable, as remuneration to the employees and no more than 3% as remuneration to the Directors. However, the Board shall appropriate for loss carried forward from the previous period, followed by the appropriation of the remainder of the surplus in the aforementioned ratios.
If there is a surplus from account settlement in the year, the Company shall appropriate for the payment of applicable taxes and covering carryforward loss, followed by the appropriation of 10% as mandatory reserve, and the appropriation or reversal of special reserve under applicable legal rules or the requirement of the competent authority. The remainder shall be pooled with the undistributed earnings carried forward from the previous period. The Board shall then map out a proposal for the distribution of the earnings and present it to the Shareholders Meeting for approval of payment as dividends to shareholders.
The dividend policy is based on the surplus for dividend policy in light of the need in business development and expansion, in line with the long-term financial planning of the Company for sustainability and stable corporate development. This is mainly based on the capital budgeting and the capital requirements in subsequent years of the Company where the retained earnings will be used to finance subsequent capital requirement. Only then the surplus will be paid as dividends. The distribution process is specified below:
-
(1) Optimal capital budgeting.
-
(2) Decision on adequate funding for meeting the financing need of the aforementioned capital budgeting.
-
(3) Decision on using the retained earnings to finance the amount of capital requirement as mentioned (the amount short could be filled by raising new capital by offering new shares or issuing corporate bonds).
-
(4) Specific proportion of the remainder should be retained for operational needs, followed by payment as dividends to shareholders.
- Dividends will be paid out in consideration of the status of capital utilization and map out the ratio of cash dividends and stock dividends. In general, cash dividends shall be paid from 50% to 100% of the total dividends while stock dividends will be paid at 50% to 0%.
-
Situation of This Year’s Dividend Distribution That Has Been Resolved: The Company's 2022 net income after tax was NT$413,326,924. It is planned to resolve a decision on the 2022 earnings distribution proposal on May 3, 2023, with the cash dividends of NT$200,822,153 paid out to shareholders (NT$0.3 per share). This proposal will be finalized after the resolution is adopted by the shareholders' meeting on June 15, 2023.
-
Anticipated Change in Dividend Policy at a Significant Level: None.
VII. Influence of stock dividends planned to be paid out as resolved by this General Meeting of
~91~
Shareholders on the operational performance and financial position of the Company: Not applicable.
VIII. Remuneration to the Employees and Directors
-
Percentage or scope of remuneration to employees and Directors as inscribed in the Articles of Incorporation of the Company: As specified in VI. Notes to the Dividend Policy.
-
The basis of estimating the amount of remuneration to the employees and Directors in current period, the basis for the calculation of the quantity of shares for release to employees and the accounting treatment of the difference of the estimated amount and the actual amount paid: The amount of remuneration to employees and Directors is based on the earnings before taxation in the current period, multiplied by the percentage as inscribed in the Articles of Incorporation. In the case of a discrepancy between the actual amount paid and the estimated amount, the difference will be recognized as profit or loss in the year of payment.
-
Resolution of the Board in Effecting Remuneration:
-
(1) Amount of remuneration to employees and Directors in the form of cash or stock. If there is a discrepancy between the estimated amount in the year of recognition, disclose the amount difference, the reason, and the response to the situation:
-
The Company's Board of Directors resolved a decision on January 13, 2023 to pay out employee remuneration of NT$9,000,000 and director remuneration of NT$4,500,000, both in cash. There amounts of the employee remuneration and director remuneration to be paid out are consistent with the estimated expenses in 2022.
-
(2) The amount of remuneration to employees in stock in proportion to the net income stated in the Separate Financial Statement and the ratio to the total amount of remuneration to employees: The Company did not have any plan to remunerate employees in stock in the current period. This rule is not applicable to this context.
-
The remuneration effected in favor of employees, Directors, and Supervisors in the previous period (including the quantity of shares released, the amount, and stock price), and the difference from the amount recognized for remuneration to employees, Directors, and Supervisors, the reason for the difference, and the response to the situation:
-
The Company did not distribute employee remuneration and director remuneration in 2021.
IX. The Company repurchased the shares it issued: None.
-
X. Issuance of corporate bonds (including offshore corporate bonds): None.
-
XI. Issuance of preferred shares: None.
-
XII. Participation in the issuance of overseas depository receipts: None.
XIII. Issuance of employee stock options: None.
XIV. Issuance of restricted employee new shares: None.
- XV. Acquisition or acceptance of assigned new shares from other companies: None.
XVI. Implementation of the Fund Utilization Plan:
- The Company conducted a cash capital increase by issuing ordinary shares in 2022. The funds raised amounted to NT$700,000 thousand, which was used to purchase machinery and equipment and repay bank loans as planned. All of this was completed in the first quarter of 2023. Regarding the purchase of machinery and equipment, we will purchase additional machinery and equipment to catch up with new technology trends and replace old process equipment to update the processes so as to enhance the Company’s competitiveness. As for repayment of bank loans, it can effectively reduce interest expenses, improve the financial structure, increase the flexibility of capital movement, and reduce operational risks.
~92~
Five. Operation Highlight
I. Content of Business
(I) Scope of Business
-
Summary Content of Principal Business
-
(1) Manufacturing and trading of multi-layer PCB, HDI PCB, Rigid-Flex PCB.
-
(2) Distribution, import, and export of domestic and foreign manufacturers of the above products.
-
Carrying Items of the Company in Proportion to the Overall Business
-
(1) Product: Double-side PCB, multi-layer PCB
-
(2) Proportion to Operation: Unit: NT$ thousand; %
| Item Name | Revenue in 2022 | Proportion to Overall Business |
|---|---|---|
| Double-side PCB |
271,557 | 1.67% |
| 4-layer PCB | 1,719,192 | 10.55% |
| 6-layer PCB | 2,675,302 | 16.42% |
| 8-layer PCB | 3,157,105 | 19.38% |
| 10-layer + PCB |
8,318,103 | 51.07% |
| Others | 147,683 | 0.91% |
| Total | 16,288,942 | 100% |
-
New Items in Planning of Development
-
(1) Embedded pattern process applying to PCB
-
(2) MRR Radar (Metgron 2 + Metgron 6)
(II) Industry Outlook
- Industry Outlook and Prospects
According to the Industrial Economics and Knowledge Center (IEK), Industrial Technology Research Institute (ITRI), the output value of the global PCB industry in 2022 amounted to US$88.2 billion, an increase of 3.2% compared with 2021. Considering the output value growth rate of 22.5% in 2021 compared with 2020, the growth rate in 2022 has declined significantly.
Looking ahead to 2023, the unfavorable factors of the Russo-Ukrainian War and rising inflation will still affect the macroeconomic development. It is estimated that the supply chain of electronic end products will continue destocking in the first half of the year. If the global political and economic situation does not further deteriorate, the global economy may gradually recover in the second half of the year, and bring end products back to the right track of growth.
According to IEK's assessment, the growth of consumer products, such as PC/NB, tablets, and smartphones will decline in 2023, but the decline will not be as great as in 2022. Servers and
~93~
automobiles will maintain the same growth as in 2022. In 2023, the fluctuations in the demand for global end products will ease with a slight decline.
- Association of Upstream, Midstream and Downstream Industries
PCBs are the fundamental components for computers, information, communication, consumer electrics, industrial control boards, and medical devices, the design, quality, and performance of which affect the reliability and market competitiveness of electronic products in market. The structure of its upstream, midstream, and downstream industries is shown below:
==> picture [455 x 430] intentionally omitted <==
----- Start of picture text -----
Brominated Glass Roving
Film
Epoxy Resin Cloth
Upstream
Film
Substrate Material Double-side PCB FPC
Etching Plating Soldermask Dry film PCB production
liquid Chemicals equipment
Midstream Single Sided Double Sided Multilayer Rigid-Flex Soft Plate
Board Board PCB PCB
Downstream
Phenolic resin Paper Insulating Copper Foil Bis-phenol A Epichlorohydrin Glass Roving Polyimide Polyester resin
Equipment Peripheral Computer and Telecommunications Products Industrial Electronics Consumer Instruments Precision Industry Aerospace Industry Defense
----- End of picture text -----
Source: ITRI, Materials Research Laboratories
- Competition and Development Trends of the Industry
In the wake of the development of 5G, AIoT, and HPC technologies worldwide, HDI design of PCB applies to a much wider scope further to portable and wearables market, and a large proportion advanced to high-end HDI, HDI FPCB, and Substrate-like PCB and SLP.
The prevalence of 5G triggered the rise of IoV that the automotive industry continues its trend in
~94~
the development of electric cars and smart cars, which in turn drove up the proportion of electronic parts for vehicles. As such, the design for ADAS, Lidar, vehicle-mounted lens with the use of HDI PCB, or high frequency PCB continue to upgrade.
In addition, the emerging low-orbit satellites in recent years has made up for the inadequacy of existing network communications in areas where communications are still unavailable and provided the opportunity to realize the last bit of full network communications, which is also an emerging market for high density interconnect (HDI) products.
In the development of the diversified application in the design of HDI PCB, low-end HDI is already in the red sea market. In contrast, the HDI and HDI FPCB, and substrate-like PCB market still has a high entrance barrier such as quality, capital, and management. Currently, it is still the game of the bigger is getting bigger.
(III) Technology and R&D
- Expenditures on R&D in the Previous Period to the Day This Report Was Printed
Unit: NT$ thousand
| Item | 2022 | 2023/3/31 |
|---|---|---|
| R&D Expenses | 58,062 | 9,265 |
| Revenue | 16,288,942 | 3,177,255 |
| R&D Expenses in Proportion to Revenue(%) | 0.36% | 0.29% |
- Technologies or Products Successfully Developed in the Previous Period to the Day This Report Was Printed
| Year | Product Name | Note to the Result of Development |
|---|---|---|
| 2022 | 1. Embedded circuit/copper block product development 2. Development of display board-related products and applications |
1. Differentiation in niche market 2. Diversification of products 3. Improvement to product gross profit |
| 2023/3/31 | 1. Development of AR/VR FPCB (air gap design) for AR/VR 2. Development and application of high- frequency/high-speed flex boards 3. Application of 5G base station and PA Copper Inlay |
1. Development of a layout for future niche markets 2. Diversification of products 3. Improvement to product gross profit |
~95~
-
(IV) Long and Short-term Business Development Plan
-
Short-term Business Development Plan
-
(1) Development of new markets and new customers for HDI.
-
(2) Development of the High Frequency PCB business.
-
(3) Development of the HDI Rigid-Flex Board business.
-
(4) Development of the Substrate-Like PCB (SLP) business.
-
Long-term Business Development Plan
-
(1) Development of the High-speed transmission special purpose PCB business.
-
(2) Development of the Vehicle-mounted special purpose PCB business
-
(3) Development of the slim embedded PCB business.
II. Market, Production, and Sale
-
(I) Market Analysis
-
Regions of Sales for Main Items
Unit: NT$ thousand; %
| of Sales for Main Items |
of Sales for Main Items |
Unit: NT$ thousand; % | Unit: NT$ thousand; % |
|---|---|---|---|
| Year Region |
2022 |
||
| Sales Amount | % | ||
| Export | America | 3,574,739 | 21.95% |
| Southeast Asia | 2,602,067 | 15.97% |
|
China |
5,085,366 | 31.22% |
|
| Others | 4,402,898 | 27.03% |
|
| Subtotal | 15,665,070 | 96.17% |
|
| Domestic Sales | 623,872 | 3.83% |
|
| Total | 16,288,942 | 100.00% |
2. Market Share
Unitech has been concentrated in the R&D and manufacturing of HDI PCB technology, and even further concentrated in the development of high-end HDI, and HDI FPCB technologies in the last few years. Unitech has about 4% of the share of the HDI PCB market with Microvia technology worldwide.
- Supply and Demand in the Market in the Future and Growth
According to IDC, a market survey institution, global smartphone shipments in the fourth quarter of 2022 were 300.3 million units, with an annual decrease of 18.3%, the largest single-quarter decline in
~96~
history. Mainly due to the unfavorable factors of the Russo-Ukraine War and the global inflation to the economic development in 2022, the global smartphone shipments were only about 1.205 billion units, a decrease of 11.3% compared to 2021.
IDC predicted that smartphone shipments will decrease by another 1.1% to 1.19 billion units in 2023 and will not begin to recover until 2024. The 5G smartphones will continue to grow and are estimated to account for 62% of global smartphone shipments in 2023.
According to TrendForce’s survey, the global NB shipments in 2022 were about 186 million units, a decrease of 24.5% compared to 2021. Although it is estimated that the shipments will still decline in 2023 with about 171 million units, an annual decrease of 7.8%, but it is optimistically predicted that the NB shipments will hit the bottom in the first quarter of 2023 and will increase by 17.8% and 13.7% quarter-on-quarter in the second and third quarters, respectively, with an obvious recovery.
According to IDC's survey, the shipments of wearable devices in 2022 reached 515 million units, an annual decrease of 3.3%, negative growth for the first time since 2013. However, it is optimistically predicted that the demand in emerging markets dominated by India will return to positive growth in 2023 with shipments of about 539 million units, an annual increase of 4.6%. It is estimated that wearable devices, after years of development, will grow at a compound annual growth rate (CAGR) of 5.1% in the next five years with a normal market expansion and replacement cycle, and the shipments will reach 628 million units by 2026. Of them, the growth rates of smart watches and earphones are higher, and the five-year CAGRs are estimated to be 6.3% and 5.1%, respectively.
According to TrendForce’s survey, as the United States, China, and the United Kingdom were proactively developing low-earth orbit (LEO) satellites in 2022, the global satellite manufacturing industry is estimated to create an output value of about US$234 billion by 2030, pushing up the demand for ground stations until 2030, with the annual output value reaching US$67 billion.
4. Competitive Edge
(1) An Outstanding Management Team
The management team has more than 30 years of experience in working together as a team, and is specialized in enhancing production efficiency, improving the process, upgrading the product quality and yield rate, and reducing cost, and will continue to development new products for further enrichment of its capacity.
(2) Technology Innovation Over Time:
~97~
Observation of the changes in the industrial environment, assessment of its core capacity of the organization, meeting the needs of the customers, and conducting technology innovation over time. The Company continues to introduce economic production process, develop new products, and assure its advantage in competition.
- (3) High Quality Production Technology:
The Company spares no effort to cut down the cost of production, upgrade output efficiency, maintain sound quality, and bolster competitive power.
(4) International Marketing Capacity:
The products were sold worldwide. The Company is on good terms with many worldrenowned big firms, and will continue to bolster international marketing and service capacity for assurance of customer satisfaction.
-
Factors Favorable and Unfavorable for Development in the Future, and the Corresponding Policy: (1) Favorable Factors
-
A.Enlargement of the scope of applications for HDI, and FPCB (such as wearable smart devices, smart cars, smart voice assistants, Bluetooth headsets, Notebook computers, and LEO satellites).
-
B.Upgrade the technology level of HDI (e.g., level 3, level 4, free layer of HDI, HDI FPCB, free layer of HDI FPCB) with a high entrance barrier.
-
C.The stable management team is good for the competition of the industry.
-
(2) Unfavorable Factors
-
A. Keen competitive prices.
Response:
-
(a) Continue to develop high-end HDI, HDI FPCB, free layer HDI FPCB, and SLP.
-
(b) Develop new markets and new customers.
-
(c) Upgrade the capacity of cost control.
-
B. The rise of the supply chain in Mainland China.
Response:
-
(a) Improve the process capacity of high-end HDI for a better yield rate.
-
(b) Intensify the economy of scale.
-
(c) Strengthening of management capacity.
-
C. The continuous impact of the Russo-Ukrainian War and inflation on market consumption and demand.
~98~
Response:
-
(a) Reduce the cost of production and operating expense.
-
(b) Develop new markets and new customers.
(II) Primary Function of Main Items and Production Process
- Primary Function of Main Items
Classification of Primary Function Main Items Automotive electronics, computer peripherals, consumer Double-side PCB electronics Network communication, automotive electronics, consumer Multi-layer PCB electronics, industrial electronics, computer and peripherals.
2. Production Process
==> picture [473 x 449] intentionally omitted <==
----- Start of picture text -----
SOLDER RESIST
CUT MATERIAL COPPER FLASH COATING
LASER DRILL IMMERSION
DRY FILM GOLD
ELECTROLESS
MARKING
ETCHING PLATING
A . O . I MICRO VIA ROUTING
PLATING
O/S TEST
BROWN OXIDE
DRY FILM
LAMINATE
PATTERN QA
PLATING
DRILLING
ELECTROLESS
ETCH ING PACKING
P LATING
----- End of picture text -----
==> picture [164 x 11] intentionally omitted <==
----- Start of picture text -----
~99~
----- End of picture text -----
(III) The Supply of Key Materials
The key materials used by the Company are base board, FCCL, copper foil, Prepreg, solder resist coating, and dry film. All the suppliers are long-term business partners in good credit standing. The risk of shortage in supply is unlikely. Instead, supply of materials is abundant.
~100~
(IV) Name of a Supplier/Customer Accounting For More Than 10% of Total Purchases (sales) in Any of the Last 2 Years, the Amount and the Ratio to the Total
- List of Major Suppliers:
Information on Major Suppliers in the Last 2 Years
Unit: NT$ thousand
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 up to the Previous Quarter | ||||||||||
| Item | Name | Amount | Proportion to Net Purchases of the Year (%) |
Relation- ship With the Issuer |
Name | Amount | Proportion to Net Purchases of the Year (%) |
Relation- ship With the Issuer |
Name | Amount | Proportion to Net Purchases in the Current Period to the Previous Quarter (%) |
Relation- shipWith the Issuer |
| 1 | Shanghai Unitech Electronics(Nanto ng) Co.,Ltd. |
2,841,038 | 38 | Subsidi ary |
Shanghai Unitech Electronics(Nanton g) Co.,Ltd. |
3,476,985 | 37 | Subsidi ary |
Shanghai Unitech Electronics(Nanton g) Co.,Ltd. |
820,770 | 44 | Subsidiary |
| 2 | D | 954,847 | 13 | None | D | 863,468 | 9 | None | Others | 1,037,952 | 56 | -- |
| 3 | Others | 3,736,231 | 49 | -- | Others | 5,017,555 | 54 | -- | ||||
| 4 | Net Purchases | 7,532,294 | 100 | -- | Net Purchases | 9,359,332 | 100 | -- | Net Purchases | 1,858,722 | 100 | -- |
Note 1: List the names of suppliers from whom our purchases accounted for more than 10% of our total purchases in the last two years, as well as the purchase amounts and percentages. However, if an agreement stipulates that a supplier’s name shall not be disclosed or a transaction counterparty is an individual and not a related party, the name can be indicated as a code.
Note 2: The above net purchases are all presented with the Company as a single entity.
~101~
2. List of Major Sales:
Information on Major Customers of Sales in the Last 2 Years
Unit: NT$ thousand
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 2023 up to the Previous Quarter | ||||||||||
| Item | Name | Amount | Proportion to the Net Sales of the Year (%) |
Relations hip With the Issuer |
Name |
Amount | Proportio n to the Net Sales of the Year (%) |
Relationshi p With the Issuer |
Name | Amount | Proportion to Net Sales of the Current Period to the Last Quarter (%) |
Relations hip With the Issuer |
| 1 | F | 4,109,958 | 35 | None | G | 6,169,061 | 38 | None | F | 1,155,625 | 36 |
None |
| 2 | G | 3,676,031 | 31 | None | F | 4,417,008 | 27 | None | G | 761,138 | 24 | None |
| 3 | Others | 4,083,467 | 34 | -- | Others | 5,702,873 | 35 | -- | Others | 1,260,491 | 40 |
-- |
| 4 | Net Sales | 11,869,456 | 100 | -- | Net Sales | 16,288,942 | 100 | -- | Net Sales | 3,177,255 | 100 |
-- |
Note 1: List the names of clients to whom our sales accounted for more than 10% of our total sales in the last two years, as well as the sales amounts and percentages. However, if an agreement stipulates that a client’s name shall not be disclosed or a transaction counterparty is an individual and not a related party, the name can be indicated as a code.
Note 2: The above net sales are all presented with the Company as a single entity.
~102~
3
(V) Table of Production Value and Volume in the Last 2 Years:
| Year Main Items Double-side PCB Multi-layer PCB Total |
Unit: Squarefeet; $1,000 | Unit: Squarefeet; $1,000 | Unit: Squarefeet; $1,000 | Unit: Squarefeet; $1,000 | Unit: Squarefeet; $1,000 | Unit: Squarefeet; $1,000 |
|---|---|---|---|---|---|---|
| 2021 | 2022 | |||||
| Production Capacity |
Production Volume |
Production Value |
Production Capacity |
Production Volume |
Production Value |
|
| 300,000 | 80,240 | 86,632 | 200,000 |
77,675 |
99,611 | |
| 5,000,000 | 3,301,544 | 8,570,338 | 5,500,000 | 4,181,323 |
10,773,963 | |
| 5,300,000 | 3,381,784 | 8,656,970 | 5,700,000 | 4,258,998 | 10,873,574 |
Note 1: The production volume excludes the production volume from outsourcing. In 2021 and 2022, the volumes from outsourced projects were 8,356,187 square feet and 7,206,803 square feet, respectively.
Note 2: The production values excludes the production values from outsourcing. In 2021 and 2022, the values from outsourced projects amounted to NT$4,060,580,000 and NT$4,562,564,000, respectively.
(VI) Sales Value and Volume in the Last 2 Years:
Unit: NT$ thousand Sales Value and Volume in the Last 2 Years
| Years | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year Main Items |
2021 | 2022 | ||||||
| Domestic Sales | Export | Domestic Sales | Export | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Double-sided PCB |
21,965 | 18,843 |
786,299 |
261,259 |
4,930 |
4,728 |
653,921 |
266,829 |
| 4-layer PCB | 142,503 | 157,960 |
4,131,284 | 1,804,777 |
26,344 |
23,343 |
3,586,775 |
1,695,848 |
| 6-layer PCB | 127,382 | 150,803 |
2,299,633 | 2,317,401 |
40,453 |
58,531 |
2,274,415 |
2,616,771 |
| 8-layer PCB | 67,307 | 141,132 |
1,963,065 | 1,865,022 |
51,006 |
131,003 |
2,196,321 |
3,026,103 |
| 10-layer + PCB |
42,909 | 144,912 |
2,137,827 | 4,863,526 |
56,477 |
200,098 |
2,403,983 |
8,118,005 |
| Others | 143,820 | 147,683 | ||||||
| Total | 402,066 | 757,470 |
11,318,108 | 11,111,985 | 179,569 |
565,386 |
11,115,415 | 15,723,556 |
Note 1: Sales volume includes the volume from outsourcing.
Note 2: Sales value includes the value of outsourcing
III. The Number of Employees, the Average Years of Service Seniority, Average Age, and Education Levels of the Employees in the Last 2 Years up to the Day This Report Was Printed:
Unit: Person; Year
| Unit:Person;Year | ||||
|---|---|---|---|---|
| Year | 2021 | 2022 | 2023 upto April 30,2023 | |
| Number of Employees |
Direct Labor | 3,569 | 3,889 | 3,698 |
| Indirect Labor | 1,165 | 1,145 | 1,156 | |
| Total | 4,734 | 5,034 | 4,854 | |
| Average Age | 36.4 | 36.3 | 36.7 |
~103~
3
| Average Years of Service Seniority |
Average Years of Service Seniority |
8.1 | 7.8 | 8.2 |
|---|---|---|---|---|
| Distribution of Education Attainment |
PhD | 0% | 0% | 0 |
| Master’s Degree | 3.3% | 2.9% | 3.1% | |
| College Degree | 46.6% | 45.5% | 46.0% | |
Senior High School |
32.9% | 33.2% | 32.8% | |
| . . |
Below Senior High School |
17.2% | 18.4% | 18.1% |
IV. Information on Spending on Environmental Protection:
(I) Losses Caused by Pollution to the Environment in the Last 2 Years up to the Day This Report Was Printed (including compensation and violation of the laws governing environmental protection detected by inspection, specify the date of punishment, the reference number of the penalty document, the provisions of violation, the content of the law in violation, and the content of the penalty), Disclose the Estimated Amount of Possible Losses at Present and in the Future, and the Policy in Response to the Situations:
Date of Punishment: 2022/10/24
Punishment Document No.: Cai-Chu-Shu No. 30-112-010001
Violation of Applicable Laws or Regulations: Article 7, Paragraph 1 of the Water Pollution Control Act Content of Applicable Laws or Regulations: The Yilan Plant failed to meet the discharge water standard on October 24, 2022. Content of Punishment: An administrative fine of NT$195,000 was imposed in accordance with Article 40, Paragraph 1 of the Act.
The above violation has been corrected, and no violation occurred up to April 30, 2023.
- (II) Pollution at Present and Corrective Action Taken, the Effect on Earnings, Competitive Position and Expected Significant Capital Expenditures on Environmental Protection in the Next 2 Years:
| Unit: NT$1,000 | |||
|---|---|---|---|
| 2023 | 2024 |
2025 | |
| Improvement Work for Anti-pollution | 46,556 | 51,212 |
56,333 |
| Equipment | |||
| Expenses Incurred From Maintenance | 3,795 | 3,909 |
4,026 |
| and Repair of Anti-pollution Equipment | |||
| Expenses Incurred From the Water | 4,058 | 4,139 |
4,222 |
| Treatment Plant of the Industrial Park | |||
| for Sewage Pipe Service | |||
| Declaration of Tests in Environmental | 3,183 | 3,247 |
3,312 |
| Protection and Improvement | |||
| Fees for Handling Solid Waste | 86,270 | 94,897 |
104,387 |
| Fees Charged for Prevention and | |||
| Treatment of Pollution (soil and | 3,555 | 3,911 |
4,302 |
| groundwater, air pollution). |
~104~
V. Labor Management Relations
-
(I) Benefit policy, continuing education and training, and retirement system of the employees, and labor-management agreement and other policies for the protection of the rights and privileges of employees
-
Employee Benefit Policy:
The Company values “the respect of humanity and concern for employees” as a vital aspect of its corporate philosophy, and hopes all employees can have peace of mind in working through the proper care of all employees and their families in physical and psychological health. In addition, employees of the Company have organized the Employee Welfare Committee charged with the planning and implementation of benefits for employees. The benefits for employees for the time being are specified as follows:
-
A. Year-end bonuses
-
B. Annual salary increment commensurate with performance
-
C. Subscription of treasury shares and employee dividend
-
D. Labor, health, and group insurance
-
E. Subsidy for employees’ annual domestic and overseas travel
-
F. Regular health checkups for employees
-
G. Gifts or gift vouchers for the three major traditional festivals and birthdays
-
H. Various club activities and subsidies for club activities
-
I. Matrimonial and bereavement subsidies and gifts for celebration events, scholarships and education grants for children of employees
-
J. Free uniforms and meals
-
K. Internal and external training, and subsidies for continuing education
-
L. Employee assistance program
-
M. Annual model employees and senior employee commendation and rewards
-
N. Well-established pension system
-
Employee Training and Continuing Education System:
-
In the global market where acute competition is the order of the day, talents are critical for the Company in maintaining its advantage in development. This is indeed has been the very notion of Unitech for a long time thereby it commits ample resources to train and develop the kind of skilled people the Company needs, and maps out a perfect training system and related lectures for employees on the basis of the specific nature of the industry. The training covers the skills for managerial staff at different levels of management, in-house PCB professional training, work skills, project management, languages, and self-motivation. Employees are also encouraged to participate in lectures and seminars organized by external institutions for the advocacy of lifetime learning. The purpose is to improve the quality of people with proper knowledge and skills, and the strengthening of their capacity in responding to the changes in the operation environment
~105~
3
so that the Company can maintain its leadership position in the PCB industry with profit growth. The resources committed to training and education cannot yield financial results in a fortnight, but we firmly believe that the continued investment in the training of human resources will help to lay down a solid foundation for development and survival in the future. The detail of external training for employees is specified as follows:
Internal Training in 2022 Unit: NTD
| Internal Training in 2022 | Unit: NTD | ||
|---|---|---|---|
| Training Institution or System | Participant by Head Count |
Total Hours of Training | Total Expenses |
| Administrative System | 215 | 416 | 708,109 |
| Production Technology System | 5,139 | 19,534 | |
| Production Support System | 745 | 2,023 | |
| Quality Assurance and Custom er Service System |
1,294 | 4,757 |
External Training in 2022 Unit: NTD
| External Training in 2022 | Unit: NTD | ||
|---|---|---|---|
| Training Institution or System |
Participant by Head Count |
Total Hours of Training |
Total Expenses |
| Administrative System | 28 | 221 | 56,440 |
| Production Technology System |
75 | 901 | 213,000 |
| Production Support System | 46 | 484 | 156,920 |
| Quality Assurance and Customer Service System |
13 | 114 | 40,400 |
-
* Production System: President’s Office, Planning Office, Audit Office, Legal
-
Affairs Office, Safety and Health Office, Administration Bushiness Unit, Finance
-
and Accounting Business Unit
-
* Production Technology System: Technology Business Unit, Process Engineering Business Unit, Product Engineering Business Unit, Product Business Unit, Production Business Unit
-
* Production Support System: Production Control Business Unit, Marketing Business Unit, Purchasing Business Unit, Product Engineering Business Unit, Environment Maintenance Business Unit, Information Business Unit
-
* Quality Assurance and Customer Service System: Quality Assurance Business Unit
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- * Total Expenses, Including: Fees for internal and external tutors and teaching ma terials.
-
Retirement System and Implementation:
-
The Company instituted its regulations governing the retirement of employees in accordance with the Labor Standard Act and other applicable legal rules, and appropriate funds to the “Pension Reserve” are deposited at the special account of the Trust Department at the Bank of Taiwan monthly. The labor and the management jointly established the “Pension Reserve Supervisory Committee” responsible for the supervision and review of the pension reserve and related matters. This arrangement helps to assure the right of the employees in receiving pension after retirement and for a decent way of life.
-
As of the end of 2022, the payable pension contribution of Unitech was appropriated (debited) at NT$194,463 thousand in book. The actual transfer to the Trust Department of the Bank of Taiwan, the Employee Pension Reserve Supervisory Committee amounted to NT$500,829 thousand. The new retirement system became effective as of 2005.07.01. Employees of the Company are discreet in choosing either the old system or the new system for retirement. The Company has appropriated a pension fund for those who chose the new system and employees employed after the new system came into effect on a monthly basis so that these employees are entitled to a legitimate and perfect system for retirement where both the employees and the Company are the winners.
-
Policy for the Protection of the Rights and Privileges of Employees:
-
For the full-range concern for employees for the timely care of employees and the offering of counseling service or referral, the Company will follow up with employees who need special care and provide necessary assistance. For the better understanding of each functional unit in management and human resources utilization, the Company organizes meetings with employees on a selective basis at regular intervals for their opinions.
-
For hearing the voices of the majority of employees, a special hotline and the President e-mail have been arranged in the plant. In addition, physical mailboxes were also installed at different plant sites to make sure the channels for the feedback of employees are thorough. The Company hopes to dig out the problems voluntarily through the mechanisms of interviews and communication channels with routine reviews of the management policies for assuring further room for improvement and create a positive and joyous work environment for the employees.
-
Work Environment and Safety Protection Policy:
-
The Company promises to take safety, quality, and production as equally important for the operation of the Company, and will spare no effort in using the resources and power to create a safe, healthy, and comfortable work environment to achieve the goal of zero accidents and hazards. Reduce occupational hazards and assure the rooting of the idea of occupational safety among all employees as an integral part of the corporate culture.
-
The Company was accredited with the OHSAS 18001 and conversion to ISO 45001 in the Occupational Safety Management System, and will continue to realize the spirit of continued
~107~
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improvement under PDCA in order to translate the policy of related occupational safety and health measures and actions.
-
A. An aptitude test and propensity survey will be conducted on each new employees before reporting to duties, and a health examination will also be arranged at a later date.
-
B. Inspection on the environment will be conducted every year at regular intervals for the control of hazards.
-
C. All new equipment and production processes will be subject to physical, chemical, biological, and human factor assessment to detect possible hazards before employees are permitted to proceed with the equipment and processes in operation.
-
D. Adequate safety gear will be provided depending on the type of hazards at the work environment with proper supervision in wearing of gear.
-
E. First-aid kits, emergency recuse personnel, and equipment are in place (such as eye rinsing devices, sprays for corrosion injuries).
-
Labor-Management Meeting:
Routine Labor-Management Meetings so both sides can exchange opinions and communicate for
problem solving through mutual consultation under the principle of good faith.
-
(II) The loss inflicted to the Company in the previous period up to the day this report was printed (including the violation of the Labor Standard Act detected in inspections, and specify the date of punishment, the reference number of the penalty document, the provisions of the law violated, and the content of punishment), and the estimated amount of the fine at present and in the future, and the policy for response:
-
Loss due to labor-management disputes: None.
-
Under the corporate culture of creativity, work family, customer orientation, and integrity, the Company makes and pursues its policies centered around its employees. As such, the labormanagement relationship is harmonious. It would be difficult to estimate the loss deriving from labor-management disputes, if applicable.
-
The Company will respond in the following manner for the time being and in the future: A. The Company duly observes applicable legal rules governing labor and acts accordingly.
-
B. The Company makes further efforts to provide benefits to employees.
-
C. The Company continues to engage in labor-management communication in a transparent and sincere way, keeps the channels for complaints, and responds to the problems of employees in positive attitude.
-
VI. Information and Communication Security Management:
-
(I) Information and communication security management framework, information and communication security policy, specific management program, and resources invested in information and communication security management:
-
Information and Communication Security Management Framework
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The Information Business Unit is responsible for coordinating and implementing the information security policies and regularly raising employees' awareness of information security, while regularly entrusting external parties to perform vulnerability scanning to identify various information security vulnerabilities for repair and improvement, to enhance information security defense ability.
Meanwhile, it regularly entrusts external parties to perform vulnerability scanning to rectify various vulnerabilities in the systems and raises employees' awareness of the information security policies.
The Company's information security promotion team consists of two people, including one supervisor and one engineer. Their tasks are as follows.
Table 1: Structure of the Information Security Promotion Team
| Organization | Party in Charge |
Responsibilities |
|---|---|---|
| Information Security Promotion Team |
Information Security Supervisor |
Supervise the formulation and implementation of information security management policies and goals. Convene information security management meetings and follow up on the implementation of the resolutions and improvements. Supervise amendments to the risk assessment, business continuity impact analysis, and various procedures. Supervise employee education and training. Formulate information security management policies and goals. Assist in convening information security management meetings and following up on the implementation of the resolutions and improvements. Formulate a risk assessment, business continuity impact analysis, and various procedures. Formulate employee education and training plans. |
| Team Member 1 |
Implement information security management policies and goals. Implement information communication safety management meetings and improvement measures. Implement amendments to the risk assessment, business continuity impact analysis, and various procedures. Implement employee education and training plans. Implement business continuity plans. Implement the information and communication security operations manual. Announce important information security information from time to time. Manage documents. |
|
2. Information and Communication Security Policy
To allow the Company's information and communication system to operate smoothly, prevent the systems from being subjected to unauthorized access, use, control, leakage, destruction, tampering,
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destruction, or other infringements, and ensure the confidentiality, integrity, and availability, the information and communication security policy is formulated as follows for all employees to follow:
-
a. Shall protect the sensitive and confidential information and the confidentiality and integrity of information and communication systems from unauthorized access and tampering.
-
b. Reinforce the resilience of the information and communication systems to ensure business continuity.
-
c. Offer information and communication security education and training to raise employees' awareness of information and communication security in response to information and communication changes and threats.
-
d. Establish information security standards, implement them effectively, and continue to review them to determine whether improvement is required.
-
e. Deliver information security information to Unitech’s employees from time to time.
-
f. Effectively supervise and accept the work under the information and communication security agreements to ensure the quality of the providers’ services.
-
g. Ensure the legality of the operating procedures to ensure internal and external stakeholders’ rights.
-
Specific Management Plan and Resources Invested in the Information and Communication Security Management
Unitech continues to invest in various information security software and equipment, make the most of various information security equipment and measures, and control users’ data access through strict permission management measures to avoid non-compliance. The various information security measures
are explained as follows:
| Item | Specific Management Measures |
|---|---|
| Connection rules are set for external and internal connections as per firewall rules. | |
| Firewall | |
| Protection | Additional applications are required for special connection needs. |
| Grouping rules are adopted to group users to manage connection access. | |
| Websites are classified and an application mechanism is adopted to control users' online | |
| Users’ Internet | |
| Management | behavior. |
| Mechanism | Ransomware, phishing, scams, Trojans, and malware websites are blocked to prevent users |
| from accessing them. | |
| Antivirus software is installed on all computers at the Company and the virus patterns are | |
| Antivirus | |
| Software | updated automatically every day to prevent virus infection from affecting the operation. |
The patch in the PCNB system is automatically updated on a regular basis to reduce |
|
| Operating System | |
Update |
channels of intrusion. |
| We have automatic email threat scans in place to prevent risky attachments, phishing emails, | |
| Email Security | |
Control |
spam, and malicious links from expanding. |
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| After a personal computer receives an email, the antivirus software scans it for risky | ||
|---|---|---|
| attachments. | ||
| The Company's important information systems and databases are automatically backed up | ||
| Data Backup | ||
Mechanism |
every morning. In the case of a system abnormality, data can be restored. | |
| Antivirus walls are established to reduce the chance of machines being infected with viruses. | ||
| Antivirus in | ||
Before software is installed, it needs to be scanned for viruses by IT before it is installed. |
||
| Production Lines | ||
USB blockers are adopted to effectively control the permissions to access and use. |
||
| Important files of various departments in the Company are stored on fixed servers and are | ||
| File Servers | ||
| backed up by the Information Business Unit. | ||
| The Company’s resources are accessed through VPN authentication and encrypted channels | ||
| Remote Access | ||
| to effectively prevent data from being intercepted and tampered with. | ||
| Multi-factor authentication is adopted to verify the user’s identity to avoid any identity | ||
| Identity | ||
Authentication |
fraud. | |
| The Company's main clients are companies, so there is no risk arising from the storage of | ||
| consumers’ personal data. | ||
| As the insurance coverage of available insurance policies on the market and their applicable | ||
| industries cannot meet the Company’s needs, we decide not to purchase such insurance for | ||
| Information | ||
| Security | now. However, in response to the challenges posed to our information security, we have | |
| Insurance | adopted relevant software and hardware, including firewalls, antivirus, whitelist, USB |
|
| control, intrusion prevention, and other measures, while continuing to pay attention to | ||
| changes in the information environment and strengthening our employees’ awareness of | ||
| information security crises and information security personnel’s ability to respond. | ||
We will continue to adopt the following information security measures in 2023 to reduce potential information security hazards.
- Enhancement of a Backup Structure: We will continue to enhance the security of our backup system and establish an offline backup system to prevent malicious intrusions and maintain business
continuity.
-
Establishment of a Backup Mechanism: We will adopt the high availability (HA) architecture to provide real-time backup services to maintain uninterrupted operations.
-
Reinforced Information Security in Production Lines: We will increase the number of antivirus walls in production lines to improve network security to prevent infection from affecting productions.
-
Replacement of Network Equipment: We will replace network equipment in the data center and build a complete real-time backup network.
-
Virtual Machine Data Backup: We will continue to optimize the backup time and cycle to respond to sudden emergencies or anomalies (infection or ransomware).
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- Computer Host Replacement: We will replace all computers with those with Windows 10 OS to reduce information security issues
that may be caused by operating system vulnerabilities.
- Vulnerability Scanning: We will regularly entrust external parties to perform vulnerability scanning to identify information security vulnerabilities, to improve and patch them up.
Conclusion:
The Information Business Unit continues to budget for the increase and optimization of various information security measures to reduce various information security risks, but we still cannot guarantee the possibility of hacking through vulnerabilities.
Therefore, we will adopt a zero-trust mechanism to reinforce necessary information security measures, reduce operational risks, and ensure the continuity of our IT services, to meet the expectations of shareholders and clients.
(II) During 2022 and as of April 30, 2023, if any loss and potential impact of significant information or a communication security incident cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be specified: During the period from January 1, 2022 through April 8, 2023, the Company had not had any significant information security incident.
VII. Major Contracts:
| Nature of the Contracts |
Parties Concerned | Term of the Contracts | Principal Content | Restrictive Clause |
|---|---|---|---|---|
| Lease Agreement on Lands |
IDB, Ministry of Economic Affairs |
2008/05/21- 2028/05/20 |
Leasing of five lots of lands totaling 67,537.40 ㎡located at Dingliao Section 622 in the Zeli Industrial Zone, Yilan County. |
Pledge of certificates of deposit amounting to NT$19,006 thousand as a securitydeposit. |
| Syndicated Loan Agreement With Consortium |
With the Bank of Taiwan as the Arranger and the Consortium of Banks |
2023/03/27– 2028/03/27 |
Mid-term secured loan amounting to NT$3.6 billion. Borrower: Unitech Printed Circuit Board Corp. |
1. Keeping the financial ration to the required limit. 2. Cash flow limit. |
| Syndicated Loan Agreement With Consortium |
With the Bank of Taiwan as the Arranger and the Consortium of Banks |
2019/9/26–2023/11/18 | Mid-term secured loan amounting to USD24,000,000. Borrower: Shanghai Unitech Electronics Co., Ltd. |
1. Keeping the financial ration to the required limit. |
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Six. Financial Outlook
I. Condensed Balance Sheet, Comprehensive Income Statement, the Independent Auditors of the Statements and Audit Opinions Over The Last 5 Years:
(I) Condensed Balance Sheet and Comprehensive Income Statement
Condensed Balance Sheet (Separate)
Unit: NT$ thousand
| Year Item |
Year Item |
II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | Financial Information in the Current Year up to 2023.03.31 (Note 3) |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Current Assets | 6,447,781 | 7,345,702 | 5,920,026 | 5,610,478 | 6,835,578 | Not applicable |
|
| Property, Plants, and Equipment (Note 2) |
9,579,500 | 9,076,124 | 8,119,298 | 7,480,433 | 7,053,833 | Not applicable |
|
| Intangible Assets | 37,787 | 36,371 | 108,442 | 112,671 | 138,070 | Not applicable |
|
| Other Assets (Note 2) | 4,326,134 | 5,014,579 | 4,894,986 | 6,178,697 | 6,201,916 | Not applicable |
|
| Total Assets | 20,391,202 | 21,472,776 | 19,042,752 | 19,382,279 | 20,229,397 | Not applicable |
|
| Current Liabilities |
Cum- dividend |
5,775,028 | 6,399,760 | 5,102,053 | 5,111,524 | 5,803,246 | Not applicable |
| Ex-dividend | 6,022,792 | 6,895,286 | 5,102,053 | 5,111,524 | Not yet distributed |
Not applicable |
|
| Non-current Liabilities | 4,742,599 | 3,757,810 | 4,268,899 | 4,777,512 | 3,701,788 | Not applicable |
|
| Total Liabilities |
Cum- dividend |
10,517,627 | 10,157,570 | 9,889,036 | 9,370,952 | 9,505,034 | Not applicable |
| Ex- dividend |
10,765,390 | 10,653,096 | 9,889,036 | 9,370,952 | Not yet distributed |
Not applicable |
|
| Equity Attributable to the Shareholders of Parent Company |
9,873,575 | 11,315,206 | 9,671,800 | 9,493,243 | 10,724,363 | Not applicable |
|
| Share Capital | 6,194,072 | 6,194,072 | 6,194,072 | 6,194,072 | 6,694,072 | Not applicable |
|
| Capital Surplus | 2,822,047 | 2,831,974 | 2,843,140 | 2,833,418 | 3,037,149 | Not applicable |
|
| Retained Earnings |
Cum- dividend |
1,014,477 | 2,471,030 | 545,332 | 306,992 | 720,318 | Not applicable |
| Ex- dividend |
766,714 | 1,975,504 | 545,332 | 306,992 | Not yet distributed |
Not applicable |
|
| Other Equity | (157,021) | (181,870) | 89,256 | 158,761 | 272,824 | Not applicable |
|
| Treasury Shares | 0 | 0 | 0 | 0 | 0 | Not applicable |
|
| Total Equity |
Cum- dividend |
9,873,575 | 11,315,206 | 9,671,800 | 9,493,243 | 10,724,363 | Not applicable |
| Ex-dividend | 9,625,812 | 10,819,680 | 9,671,800 | 9,493,243 | Not yet distributed |
Not applicable |
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- *If the Company has prepared standalone financial statements, it should also prepare the condensed
standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
*If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: If an asset re-appraisal has been performed in the year, the date of the re-appraisal and the increase amount should be indicated.
-
Note 3: As of the publication date of the Annual Report, companies whose stocks are listed on the Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 4: For the figure after distribution above, please enter the figure resolved by the shareholders' meeting in the following year.
-
Note 5: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
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Condensed Balance Sheet (Consolidated)
Unit: NT$ thousand
| Year Item |
Year Item |
II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | II. Financial Analysis of the Last 5 Years (Note 1) | Current Year up to 2023.03.31 Financial Information (Note 3) |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Current Assets | 8,353,142 | 9,270,511 | 7,663,415 | 7,336,176 | 8,093,336 | 8,085,715 | |
| Property, Plants, and Equipment (Note 2) |
12,094,749 | 12,904,244 | 13,277,793 | 13,015,790 | 12,545,734 | 12,550,372 | |
| Intangible Assets | 37,787 | 36,371 | 108,442 | 112,671 | 138,070 | 138,375 | |
| Other Assets(Note 2) | 1,760,878 | 2,802,084 | 2,784,647 | 2,597,452 | 2,617,603 | 2,370,107 | |
| Total Assets | 22,246,556 | 25,013,210 | 23,834,297 | 23,062,089 | 23,394,743 | 23,144,569 | |
| Current Liabilities |
Cum- dividend |
7,461,565 | 7,809,964 | 7,760,319 | 6,688,803 | 7,784,279 | 8,361,822 |
| Ex- dividend |
7,709,328 | 8,305,490 | 7,760,319 | 6,688,803 | Not yet distributed |
--- | |
| Non-current Liabilities |
4,886,047 | 5,867,594 | 6,402,178 | 6,880,043 | 4,886,101 | 4,585,944 | |
| Total Liabilities |
Cum- dividend |
12,347,612 | 13,677,558 | 14,162,497 | 13,568,846 | 12,670,380 | 12,947,766 |
| Ex- dividend |
12,595,375 | 14,173,084 | 14,162,497 | 13,568,846 | Not yet distributed |
--- | |
| Equity Attributable to the Shareholders of Parent Company |
9,873,575 | 11,315,206 | 9,671,800 | 9,493,243 | 10,724,363 | 10,196,803 | |
| Share Capital | 6,194,072 | 6,194,072 | 6,194,072 | 6,194,072 | 6,694,072 | 6,694,072 | |
| Capital Surplus | 2,822,047 | 2,831,974 | 2,843,140 | 2,833,418 | 3,037,149 | 3,037,149 | |
| Retained Earnings |
Cum- dividend |
1,014,477 | 2,471,030 | 545,332 | 306,992 | 720,318 | 324,776 |
| Ex- dividend |
766,714 | 1,975,504 | 545,332 | 306,992 | Not yet distributed |
--- | |
| Other Equity | (157,021) | (181,870) | 89,256 | 158,761 | 272,824 | 140,806 | |
| Treasury Shares | 0 | 0 | 0 | 0 | 0 | 0 | |
| Uncontrolled Equity | 25,369 | 20,446 | 0 | 0 | 0 | 0 | |
| Total Equity |
Cum- dividend |
9,898,944 | 11,335,652 | 9,671,800 | 9,493,243 | 10,724,363 | 10,196,803 |
| Ex- dividend |
9,951,181 | 10,840,126 | 9,671,800 | 9,493,243 | Not yet distributed |
--- |
*If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
*If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
Note 2: If an asset re-appraisal has been performed in the year, the date of the re-appraisal and the increase amount should be indicated.
Note 3: As of the publication date of the Annual Report, companies whose stocks are listed on the Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
~115~
3
-
Note 4: For the figure after distribution above, please enter the figure resolved by the shareholders' meeting in the following year.
-
Note 5: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
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Condensed Comprehensive Income Statement (Separate)
Unit: NT$ thousand
| Year Item |
Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Current Year up to 2023.03.31 Financial Information(Note 2) |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Revenue | 17,387,132 | 20,047,921 | 13,051,947 | 11,869,456 | 16,288,942 | Not applicable |
| Gross Profit | 2,119,495 | 4,278,527 | (55,168) | (459,368) | 1,774,418 | Not applicable |
| Operating Income | 708,495 | 2,251,798 | (1,372,149) | (1,664,852) | 368,832 | Not applicable |
| Non-operating Income and Expenses |
13,322 | (45,455) | (198,811) | 1,310,448 | 67,369 | Not applicable |
| Earnings Before Taxation |
721,817 | 2,206,343 | (1,570,960) | (354,404) | 436,201 | Not applicable |
| Net Income From Continued Operations |
656,651 | 1,735,300 | (1,436,452) | (242,117) | 413,326 | Not applicable |
| Loss From Discontinued Operations |
0 | 0 | 0 | 0 | 0 | Not applicable |
| Net Income (loss) in Current Period |
656,651 | 1,735,300 | (1,436,452) | (242,117) | 413,326 | Not applicable |
| Other Comprehensive Income in the Current Period (net amount after taxation) |
(141,352) | (38,650) | 253,946 | 71,256 | 113,729 | Not applicable |
| Total Comprehensive Income in the Current Period |
515,299 | 1,696,650 | (1,182,506) | (170,861) | 527,055 | Not applicable |
| Earningsper Share | 1.06 | 2.80 | (2.32) | (0.39) | 0.65 | Not applicable |
-
*If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
*If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the Annual Report, companies whose stocks are listed on the Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 3: Losses from discontinued operations are presented in an amount net of income tax.
-
Note 4: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
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Condensed Income Statement (Consolidated)
Unit: NT$ thousand
| Year Item |
Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information Over the Last 5 Years (Note 1) | Financial Information in the Current Year up to 2023.03.31 (Note 2) |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Revenue | 19,539,609 | 22,418,326 | 14,386,972 | 13,501,569 | 17,423,501 | 3,462,899 |
| Gross Profit | 2,707,764 | 5,050,970 | (3,528) | (235,442) | 2,182,759 | 86,569 |
| Operating Income | 811,573 | 2,429,229 | (2,310,138) | (1,996,483) | 306,940 | (323,679) |
| Non-operating Income and Expenses |
(80,298) | (153,044) | 727,011 | 2,087,881 | 128,151 | (65,555) |
| Earnings Before Taxation |
731,275 | 2,276,185 | (1,583,127) | 91,398 | 435,091 | (389,234) |
| Net Income From Continued Operations |
639,123 | 1,731,087 | (1,435,460) | (242,117) | 413,326 | (395,542) |
| Loss From Discontinued Operations |
0 | 0 | 0 | 0 | 0 | 0 |
| Net Income (loss) in Current Period |
639,123 | 1,731,087 | (1,435,460) | (242,117) | 413,326 | (395,542) |
| Other Comprehensive Income in the Current Period (net amount after taxation) |
(140,578) | (39,360) | 253,946 | 71,256 | 113,729 | (132,018) |
| Total Comprehensive Income in the Current Period |
498,545 | 1,691,727 | (1,181,514) | (170,861) | 527,055 | (527,560) |
| Net Income Attributable to Shareholders of the Parent Company |
656,651 | 1,735,300 | (1,436,452) | (242,117) | 413,326 | (395,542) |
| Net Income Attributable to an Uncontrolled Equity |
(17,528) | (4,213) | 992 | 0 | 0 | 0 |
| Total Comprehensive Income Attributable to Shareholders of the Parent Company |
515,299 | 1,696,650 | (1,182,506) | (170,861) | 527,055 | (527,560) |
| Total Comprehensive Income Attributable to an Uncontrolled Equity |
(16,754) | (4,923) | 992 | 0 | 0 | 0 |
| Earningsper Share | 1.06 | 2.80 | (2.32) | (0.39) | 0.65 | (0.59) |
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-
If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
*If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the Annual Report, companies whose stocks are listed on the Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 3: Losses from discontinued operations are presented in an amount net of income tax.
-
Note 4: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
(II) Name of CPA and Audit Opinions:
| CPA and Opinion/Year | Independent Auditors | Audit Opinion |
|---|---|---|
| 2018 | KPMG Taiwan Chuang, Wei-Chun, CPA; Wang, Ching-Sung, CPA |
Unqualified opinion |
| 2019 | KPMG Taiwan Chuang, Wei-Chun, CPA; Wang, Ching-Sung, CPA |
Unqualified opinion |
| 2020 | KPMG Taiwan Chuang, Wei-Chun, CPA; Wang, Ching-Sung, CPA |
Unqualified opinion |
| 2021 | KPMG Taiwan Chuang, Chun-Wei, CPA; Hsu, Ming-Fang, CPA |
Unqualified opinion |
| 2022 | KPMG Taiwan Chuang, Chun-Wei, CPA; Hsu, Ming-Fang, CPA |
Unqualified opinion |
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II. Financial Analysis of the Last 5 Years:
Financial Analysis (Separate)
| Year (Note 1) Items of Analysis(Note 3) |
Year (Note 1) Items of Analysis(Note 3) |
Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Financial Structure |
Liabilities to Assets Ratio (%) |
51.58 | 47.3 | 49.22 | 51.03 | 46.99 |
| Long-term Capital to Property, Plants, and Equipment Ratio (%) |
152.58 | 166.07 | 171.70 | 190.77 | 204.52 | |
| Ability to Repay Debt |
Current Ratio (%) | 111.65 | 114.78 | 115.99 | 109.70 | 117.79 |
| Quick Ratio (%) | 80.75 | 84.73 | 86.08 | 76.50 | 79.25 | |
Debt Service Coverage Ratio (times) |
7.58 | 21.35 | (18.33) | (3.16) | 5.43 | |
| Utility | Accounts Receivable Turnover (times) |
3.85 | 4.54 | 3.20 | 3.31 | 4.32 |
| Average Days of Cash Collection |
95 | 81 | 115 | 111 | 85 | |
| Inventory Turnover (times) |
8.85 | 8.86 | 7.93 | 7.94 | 7.58 | |
| Accounts Payable Turnover (times) |
6.33 | 7.24 | 5.99 | 6.23 | 8.54 | |
| Average Days of Goods Sold |
42 | 42 | 47 | 46 | 49 | |
| Property, Plants, and Equipment Turnover (times) |
1.82 | 2.15 | 1.52 | 1.52 | 2.24 | |
| Total Assets Turnover (times) |
0.84 | 0.96 | 0.64 | 0.62 | 0.82 | |
| Profitability | Return on Assets (%) | 3.59 | 8.7 | (6.77) | (0.91) | 2.48 |
| Return on Equity (%) | 6.78 | 16.38 | (13.69) | (2.53) | 4.09 | |
| EBT to Paid-in Capital Ratio (%) (Note 7) |
11.65 | 35.62 | (25.36) | (5.72) | 6.52 | |
| Net Profit Rate (%) | 3.78 | 8.66 | (11.01) | (2.04) | 2.54 | |
| Earnings per Share (NTD) |
1.06 | 2.8 | (2.32) | (0.39) | 0.65 | |
| Cash Flow | Cash Flow Ratio (%) | 34.24 | 49.15 | 29.92 | (22.40) | 16.11 |
| Cash Flow Adequacy Ratio (%) |
55.73 | 76.55 | 86.30 | 88.02 | 110.12 | |
| Cash Reinvestment Ratio (%) |
6.91 | 11.19 | 3.96 | (4.18) | 3.30 | |
| Leverage | Operation Leverage | 1 | 1 | 1 | 1 | 1 |
| Financial Leverage | 1.18 | 1.05 | 0.94 | 0.95 | 1.36 |
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Explain the reasons for the changes in the financial ratios in the last 2 years. (Not applicable if the change is under 20%.)
-
The debt service coverage ratio increased by 271.84% from the last year mainly due to an increase in net income before tax compared with 2021.
-
Accounts receivable turnover increased by 30.51% from the last year mainly due to an increase in net sales compared with 2021.
-
The average days of cash collection decreased by 23.42% from the last year mainly due to the increase in the accounts receivable turnover compared with 2021.
-
Accounts payable turnover increased by 37.08% from the last year mainly due to an increase in cost of sales compared with 2021.
-
Property, plants, and equipment turnover increased by 47.37% from the last year mainly due to an increase in net sales compared with 2021.
-
Total assets turnover increased by 32.26% from the last year mainly due to an increase in net sales compared with 2021.
-
The return on assets increased by 372.53% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The return on equity increased by 261.66% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The EBT to paid-in capital ratio increased by 213.99% from the last year mainly due to an increase in net income before tax compared with 2021.
-
The net profit rate increased by 224.51% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The earnings per share increased by 266.67% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The cash flow ratio increased by 171.92% from the last year mainly due to the net cash inflow from operating activities.
-
The cash flow adequacy ratio increased by 25.11% from the last year mainly due to a decrease in capital expenditures
-
The cash reinvestment ratio increased by 178.95% from the last year mainly due to the net cash inflow from operating activities.
-
The financial leverage increased by 43.16% from the last year mainly due to an increase in operating income compared with 2021.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the Annual Report, companies whose stocks are listed on the Taiwan Stock Exchange or whose stocks have been traded over the counter should also analyze their financial data for the most recent period
that has been audited or reviewed by a CPA.
-
Note 3: The calculation formulas should be listed at the end of the Annual Report:
-
Financial Structure
-
(1) Liabilities to assets ratio (%) = Total liabilities/Total assets.
-
(2) Long-term capital to property, plants, and equipment ratio = (Total equity+Non-current liabilities)/Net property, plants, and equipment.
-
Debt Service Ability
-
(1) Current ratio = Current assets/Current liabilities.
-
(2) Quick ratio = (Current assets-Inventory-Prepaid expenses)/Current liabilities.
-
(3) Debt service coverage ratio = Earnings before interest and taxes/Interest expenses.
-
Operating Ability
-
(1) Accounts receivable turnover rate (including accounts receivable and bills receivable from operating activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and notes receivable from operating activities).
-
(2) Average days of cash collection = 365/Accounts receivable turnover.
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-
(3) Inventory turnover = Cost of sales/Average inventory.
-
(4) Payables turnover rate (including accounts payable and notes payable from operating activities) = Cost of sales/Balance of average accounts payable in each period (including accounts payable and notes payable from operating activities).
-
(5) Average days of goods sold = 365/Inventory turnover.
-
(6) Property, plants, and equipment turnover = Net sales/Average net property, plants, and equipment.
-
(7) Total asset turnover = Net sales/Average total assets.
-
Profitability
-
(1) Return on assets = [Profit or loss after tax+Interest expenses×(1-Tax rate)]/Average total assets.
-
(2) Return on equity = Profit or loss after tax/Average total equity.
-
(3) Net profit rate = Profit or loss after tax/Net sales.
-
(4) Earnings per share = (Income attributable to owners of the parent company-Preference shares dividends)/Weighted average number of shares issued. (Note 4)
-
Cash Flow
-
(1) Cash flow ratio = Net cash flows from operating activities/Current liabilities.
-
(2) Cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years/(Capital expenditures+Inventory increment+Cash dividends) for the most recent five years.
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities-Cash dividends)/(Gross property, plants, and equipment+Long-term investment+Other non-current assets+Working capital). (Note 5)
-
Leverage:
-
(1) Operating leverage = (Net operating revenue-Variable operating costs and expenses)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(Operating income-Interest expenses).
-
Note 4: The following matters shall be noted for the calculation formula for earnings per share:
-
The weighted average number of ordinary shares shall prevail rather than the number of outstanding shares at the end of the year.
-
Where there is a cash capital increase or trading of treasury shares, the weighted average number of shares in the outstanding period shall be calculated.
-
In the event of capitalization of earnings or capital surplus, when the annual or semi-annual earnings per share in the past are calculated, retrospective adjustments shall be made as per the capital increase percentage, regardless of the issuance period of the capital increase.
-
If the preference shares are non-convertible cumulative preference shares, the dividends for the year (whether issued or not) should be deducted from the net income after tax or added to the net loss after tax. If the preference shares are non-cumulative in nature, in the case of net income after tax, the preference shares dividend shall be deducted from the net income after tax, while in the case of a loss, adjustment is not required.
-
Note 5: The following matters shall be noted for cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in the statement of cash flows.
-
Capital expenditures refer to the annual cash outflow from capital investments.
-
The increase in inventories is only included when the ending balance is greater than the opening balance. If the inventories decrease at the end of the year, it will be regarded as zero.
-
Cash dividends include cash dividends on ordinary shares and preference shares.
-
Gross property, plants, and equipment refers to the total property, plants, and equipment before accumulated depreciation is deducted.
-
Note 6: The issuer shall classify various operating costs and operating expenses as fixed and variable as per the nature. If estimates or subjective judgments are involved, the reasonableness and consistency shall be ensured.
-
Note 7: If the Company’s stock is no-par-value stock or the par value per share is not NT$10, the equity attributable to the shareholders of the parent company in the balance sheet shall be adopted to calculate the ratio related to the paid-in capital above.
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Financial Analysis (Consolidated)
| Year (Note 1) Items of Analysis(Note 3) |
Year (Note 1) Items of Analysis(Note 3) |
Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Financial Analysis of the Last 5 Years | Current Period to 2023.03.31 (Note 2) |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Financial Structure |
Liabilities to Assets Ratio (%) |
55.5 | 54.68 | 59.42 | 58.84 | 54.16 | 55.94 |
| Long-term Capital to Property, Plants, and Equipment Ratio (%) |
122.24 | 133.31 | 121.06 | 125.80 | 124.43 | 117.79 | |
| Ability to Repay Debt |
Current Ratio (%) | 111.95 | 118.7 | 98.75 | 109.68 | 103.97 | 96.70 |
| Quick Ratio (%) | 81.62 | 87.82 | 71.82 | 72.85 | 67.80 | 63.92 | |
| Debt Service Coverage Ratio (times) |
5.84 | 16.36 | (11.54) | 1.79 | 3.47 | (6.47) | |
| Utility | Accounts Receivable Turnover (times) |
3.79 | 4.44 | 3.11 | 3.33 | 4.12 | 3.32 |
| Average Days of Cash Collection |
97 | 83 | 117 | 110 | 89 | 110 | |
| Inventory Turnover (times) |
7.88 | 7.83 | 6.79 | 6.34 | 5.98 | 5.1 | |
| Accounts Payable Turnover (times) |
5.13 | 5.68 | 4.72 | 4.73 | 5.86 | 6.04 | |
| Average Days of Goods Sold |
47 |
47 | 54 | 58 | 62 | 72 | |
| Property, Plants, and Equipment Turnover (times) |
1.63 | 1.79 | 1.1 | 1.03 | 1.36 | 1.10 | |
| Total Assets Turnover (times) |
0.87 | 0.95 | 0.59 | 0.58 | 0.75 | 0.60 | |
| Profitability | Return on Assets (%) | 3.48 | 7.85 | (5.47) | (0.64) | 2.39 | (1.52) |
| Return on Equity (%) | 6.76 | 16.34 | (13.68) | (2.53) | 4.09 | (3.78) | |
EBT to Paid-in Capital Ratio (%) (Note 7) |
11.81 | 36.75 | (25.56) | 1.48 | 6.50 | (5.81) | |
| Net Profit Rate (%) | 3.27 | 7.72 | (9.98) | (1.79) | 2.37 | (11.42) | |
| Earnings per Share (NTD) |
1.06 | 2.8 | (2.32) | (0.39) | 0.65 | (0.59) | |
| Cash Flow | Cash Flow Ratio(%) | 35.53 | 54.19 | 10.04 | (6.81) | 13.77 | (2.22) |
| Cash Flow Adequacy Ratio (%) |
65.21 | 73.25 | 69.86 | 68.71 | 80.44 | -- | |
| Cash Reinvestment Ratio (%) |
8.21 | 12.58 | 1.01 | (1.53) | 3.56 | (0.63) | |
| Leverage | Operation Leverage | 1 | 1 | 1 | 1 | 1 | 1 |
| Financial Leverage | 1.23 | 1.06 | 0.95 | 0.95 | 2.35 | 0.86 |
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3
-
Explain the reasons for the changes in the financial ratios in the last 2 years. (Not applicable if the change is under 20%.)
-
The debt service coverage ratio increased by 93.85% from the last year mainly due to an increase in net income before tax compared with 2021.
-
Accounts receivable turnover increased by 23.72% from the last year mainly due to an increase in net sales compared with 2021.
-
Accounts payable turnover increased by 23.89% from the last year mainly due to an increase in cost of sales compared with 2021.
-
Property, plants, and equipment turnover increased by 32.04% from the last year mainly due to an increase in net sales compared with 2021.
-
Total assets turnover increased by 29.31% from the last year mainly due to an increase in net sales compared with 2021.
-
Return on assets increased by 473.44% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The return on equity increased by 261.66% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The EBT to paid-in capital ratio increased by 339.19% from the last year mainly due to an increase in net income before tax compared with 2021.
-
The net profit rate increased by 232.40% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The earnings per share increased by 266.67% from the last year mainly due to an increase in net income after tax compared with 2021.
-
The cash flow ratio increased by 302.20% from the last year mainly due to the net cash inflow from operating activities.
-
The cash reinvestment ratio increased by 332.68% from the last year mainly due to the net cash inflow from operating activities.
-
The financial leverage increased by 147.37% from the last year mainly due to an increase in operating income compared with 2021.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the Annual Report, companies whose stocks are listed on the Taiwan Stock Exchange or whose stocks have been traded over the counter should also analyze their financial data for the most recent period
- that has been audited or reviewed by a CPA.
-
Note 3: The calculation formulas should be listed at the end of the Annual Report: 1. Financial Structure
-
(1) Liabilities to assets ratio (%) = Total liabilities/Total assets.
-
(2) Long-term capital to property, plants, and equipment ratio = (Total equity+Non-current liabilities)/Net property, plants, and equipment.
-
Debt Service Ability
-
(1) Current ratio = Current assets/Current liabilities.
-
(2) Quick ratio = (Current assets-Inventory-Prepaid expenses)/Current liabilities.
-
(3) Debt service coverage ratio = Earnings before interest and taxes/Interest expenses.
-
Operating Ability
-
(1) Accounts receivable turnover rate (including accounts receivable and bills receivable from operating activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and notes receivable from operating activities).
-
(2) Average days of cash collection = 365/Accounts receivable turnover.
-
(3) Inventory turnover = Cost of sales/Average inventory.
-
(4) Payables turnover rate (including accounts payable and notes payable from operating activities) = Cost of sales/Balance of average accounts payable in each period (including accounts payable and notes payable from operating activities).
-
(5) Average days of goods sold = 365/Inventory turnover.
-
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3
-
(6) Property, plants, and equipment turnover = Net sales/Average net property, plants, and equipment.
-
(7) Total asset turnover = Net sales/Average total assets.
-
Profitability
-
(1) Return on assets = [Profit or loss after tax+Interest expenses×(1-Tax rate)]/Average total assets.
-
(2) Return on equity = Profit or loss after tax/Average total equity.
-
(3) Net profit rate = Profit or loss after tax/Net sales.
-
(4) Earnings per share = (Income attributable to owners of the parent company-Preference shares dividends)/Weighted average number of shares issued. (Note 4)
-
Cash Flow
-
(1) Cash flow ratio = Net cash flows from operating activities/Current liabilities.
-
(2) Cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years/(Capital expenditures+Inventory increment+Cash dividends) for the most recent five years.
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities-Cash dividends)/(Gross property, plants, and equipment+Long-term investment+Other non-current assets+Working capital). (Note 5)
-
Leverage:
-
(1) Operating leverage = (Net operating revenue-Variable operating costs and expenses)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(Operating income-Interest expenses).
-
Note 4: The following matters shall be noted for the calculation formula for earnings per share:
-
The weighted average number of ordinary shares shall prevail rather than the number of outstanding shares at the end of the year.
-
Where there is a cash capital increase or trading of treasury shares, the weighted average number of shares in the outstanding period shall be calculated.
-
In the event of capitalization of earnings or capital surplus, when the annual or semi-annual earnings per share in the past are calculated, retrospective adjustments shall be made as per the capital increase percentage, regardless of the issuance period of the capital increase.
-
If the preference shares are non-convertible cumulative preference shares, the dividends for the year (whether issued or not) should be deducted from the net income after tax or added to the net loss after tax. If the preference shares are non-cumulative in nature, in the case of net income after tax, the preference shares dividend shall be deducted from the net income after tax, while in the case of a loss, adjustment is not required.
-
Note 5: The following matters shall be noted for cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in the statement of cash flows.
-
Capital expenditures refer to the annual cash outflow from capital investments.
-
The increase in inventories is only included when the ending balance is greater than the opening balance. If the inventories decrease at the end of the year, it will be regarded as zero.
-
Cash dividends include cash dividends on ordinary shares and preference shares.
-
Gross property, plants, and equipment refers to the total property, plants, and equipment before accumulated depreciation is deducted.
-
Note 6: The issuer shall classify various operating costs and operating expenses as fixed and variable as per the nature. If estimates or subjective judgments are involved, the reasonableness and consistency shall be ensured.
-
Note 7: If the Company’s stock is no-par-value stock or the par value per share is not NT$10, the equity attributable to the shareholders of the parent company in the balance sheet shall be adopted to calculate the ratio related to the paid-in capital above.
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3
III. Audi Committee Review Report on Financial Statements of the Previous Period:
Audit Committee Review Report
For Approval
The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the financial statements for the period of 2022 (including consolidated financial statements), which the CPAs of KPMG Taiwan have audited. We have reviewed these financial statements and the business report, and confirm that all were properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby issue this Review Report for your approval.
To
Annual General Meeting 2023
Unitech Printed Circuit Board Corp.
Convener of Audit Committee: Hsu, Wen-Hsing
March 3, 2023
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3
Audit Committee Review Report
For Approval
The Board of Directors, Unitech Printed Circuit Board Corp., has prepared the 2022 earnings distribution proposal. We, the Audit Committee, have reviewed the proposal, and confirm that it was properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby issue this Review Report for your approval.
To
Annual General Meeting 2023
Unitech Printed Circuit Board Corp.
Convener of Audit Committee: Hsu, Wen-Hsing
May 3, 2023
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3
IV. Financial Statements of the Previous Period With Auditors’ Report: Representation Letter
The entities that are required to be included in the combined financial statements of Unitech Printed Circuit Board Corporation as of and for the year ended December 31, 2022 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10, "Consolidated Financial Statements. " endorsed by the Financial Supervisory Commission of the Republic of China. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Unitech Printed Circuit Board Corporation and Subsidiaries do not prepare a separate set of combined financial statements.
Company name: Unitech Printed Circuit Board Corporation Chairman: CHANG, YUAN-MING Date: March 3, 2023
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4
Independent Auditors ’ Report
To the Board of Directors of Unitech Printed Circuit Board Corporation:
Opinion
We have audited the consolidated financial statements of Unitech Printed Circuit Board Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards ( “ IASs ” ), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Estimation of impairment of non-financial assets
Please refer to note 4(m) “ Summary of Significant Accounting Policies- Impairment of non -financial assets”, Note 5 (b) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Impairment Assessment on non-financial Assets”, and note 6(h), (i) “ ” and (j) Description of Estimation of impairment of non-financial assets .
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4-1
Description of key audit matter:
The Group’s overall operation was affected by the epidemic, resulting in a risk which the impairment loss of non-financial assets and the recoverable amount of assets may be lower than the carrying value of assets. The valuation of the impairment loss of assets that are based on the cash flow in the future is subject to the management’s judgement to evaluate the adequacy of the valuation. Therefore, the impairment assessment on non-financial assets is one of the key audit matters for our audit.
How the matter was addressed in our audit:
Our principal audit procedures included:Conducting retrospective testing to compare the historical forecast cash flows with actualities to find out if there is the significant difference. Performing sensitivity analysis for the key assumptions. Consulting with our internal valuation specialist to evaluate the appropriateness of the weighted average cost of capital applied.
2. Valuation of Inventories
Please refer to note 4 (h) “Summary of Accounting Policies- Inventories”, note 5 (a) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Valuation of inventories”, and note 6 (f) “Situation of allocate the impairment of inventories”.
Description of key audit matter:
Inventories is measured by the lower cost and net realizable value accounting. Due to the rapid change of terminal product market, the clients’ intention about placing and changing orders for products could be affected. Furthermore, it also resulted in a risk in which the carrying value of inventories may be higher than its net realizable value and caused the obsolete stock. Therefore, the valuation of inventories is one of the key audit matters for our audit.
How the matter was addressed in our audit:
Our principal audit procedures included: Evaluating the rationality of the policy of making provision to inventories impairment, evaluating the assumption of allowance for inventory valuation of the authorities, and the situation of obsolescence of inventory that has happened in prior periods; confirming whether the Group has undertaken the inventory valuation based on the policy; inspecting the inventory aging report and analyzing the difference in the inventory aging in comparison to prior periods. Understanding and evaluating the management' s judgment on the calculation of the net realizable value; testing the appropriateness of the inventory valuation, evaluating the management's calculations of allowance for inventory loss to ensure their appropriateness and considering the adequacy of the Company's disclosures in allowance for inventory valuation.
Other Matter
Part of the financial statements of subsidiaries that are included in the consolidated financial statements which were audited by other auditors. Our opinion, insofar as it related to the Group's part of subsidiaries are based solely on the report of other auditors. As of December 31, 2022 and 2021, the total assets of subsidiaries which constituted 5.00% and 5.26% of the Group's consolidated total assets, respectively. For the years ended December 31, 2022 and 2021, the net sales of subsidiaries constituted 0.00% and 0.00% of the Group's consolidated net sales, respectively.
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4-2
’ The Group s investee company was accounted for by the equity method based on its financial statements which was audited by other auditors. Our opinion, insofar as it related to the Group's investee company is based solely on the report of other auditors. As of December 31, 2022 and 2021, the total assets of investee company which constituted 4.44% and 4.54% of the Group's consolidated total assets, respectively. For the year ended December 31, 2022 and 2021, the profit and loss of affiliated companies accounted for by using the equity method constituted 0.78% and 92.53% of the income which the Group recognized before tax, respectively.
We have also audited the parent company only financial statements of Unitech Printed Circuit Board Crop. as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Group’s financial reporting process.
Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
~131~
4-3
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chuang, Chun Wei and Hsu, Ming Fung.
KPMG
Taipei, Taiwan (Republic of China) March 3, 2023
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.
~132~
5
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1150 Notes receivable, net (notes 6(d), (s)) 1170 Accounts receivable, net (notes 6(d), (s)) 1200 Other receivables, net (note 6(e)) 1210 Other receivables-related parties, net (note 7) 1310 Inventories (note 6(f)) 1410 Prepayments (note 6(i)) 1476 Other financial assets-current (note 8) 1479 Other current assets Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income non-current (note 6(c)) 1550 Investments accounted for using equity method, net (notes 6(g) and 8) 1600 Property, plant and equipment (notes 6(h), 8 and 9) 1755 Right-of-use assets (notes 6(i) and 8) 1780 Intangible assets (note 6(j)) 1840 Deferred tax assets 1915 Prepayments for business facilities (note 9) 1920 Refundable deposits (note 8) 1990 Other non-current assets Total non-current assets Total assets |
December 31, 2022 Amount % $ 744,162 3 103,462 1 11,289 - 4,335,927 19 66,629 - 675 - 2,720,289 12 95,406 - 3,750 - 11,747 - |
December 31, 2021 Amount % 612,449 3 59,073 - 5,510 - 4,106,720 18 72,792 - 594 - 2,378,249 10 85,135 - 4,134 - 11,520 - 7,336,176 31 547,536 3 1,047,217 5 13,015,790 57 513,777 3 112,671 - 320,756 1 21,170 - 53,929 - 93,067 - 15,725,913 69 23,062,089 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(k), and 8) 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Current,lease liabilities (note 6(m)) 2322 Current portion of long-term borrowings (note 6(l), 7 and 8) 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2540 Long-term borrowings (note 6(l), 7 and 8) 2570 Deferred tax liabilities 2580 Non current lease liabilities (note 6(m)) 2640 Net defined benefit liability, non-current (note (n)) Total non-current liabilities Total liabilities Equity (note 6 (p)): 3110 Ordinary share 3200 Capital surplus Retained earnings: 3310 Legal reserve 3350 Unappropriated earnings Other equity: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income 3445 Gains (losses) on remeasurements of defined benefit 3491 Other equity, unearned compensation Total other equity Total equity Total liabilities and equity |
December 31, 2022 | December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
7,784,279 33 6,688,803 30 |
|||||
4,291,133 18 6,234,031 27 171,517 1 174,534 1 228,988 1 309,785 1 194,463 1 161,693 1 |
|||||
8,093,336 35 |
|||||
670,766 3 1,039,704 4 12,545,734 54 431,614 2 138,070 1 303,376 1 28,211 - 70,910 - 73,022 - |
|||||
4,886,101 21 6,880,043 30 |
|||||
12,670,380 54 13,568,846 60 |
|||||
6,694,072 29 6,194,072 27 |
|||||
3,037,149 13 2,833,418 12 |
|||||
306,606 1 306,606 1 413,712 2 386 - |
|||||
720,318 3 306,992 1 |
|||||
15,301,407 65 |
|||||
66,843 - 33,030 - 443,927 2 306,303 1 (237,946) (1) (180,238) (1) - - (334) - |
|||||
272,824 1 158,761 - |
|||||
10,724,363 46 9,493,243 40 |
|||||
| $ 23,394,743 100 |
$ 23,394,743 100 23,062,089 100 |
~133~
See accompanying notes to consolidated financial statements.
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue, net(note 6(s)) 5110 Cost of sales (notes 6(f), (n)) Gross profit (loss) from operations Operating expenses: 6100 Selling expenses and administrative expenses (notes 6(n), (t) and 7) 6300 Research and development expenses(note 6(n)) 6450 Expected credit loss (gain) (note 6(d)) Total operating expenses Net operating profit (loss) Non-operating income and expenses (notes 6(g), (u) and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7670 Impairment loss (note 6(h)) Total non-operating income and expenses Profit from continuing operations before tax 7950 Less: Income tax expenses (note 6(o)) Profit (loss) 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences (on translation of foreign financial statements) Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income (after tax) Comprehensive income Profit (loss) attributable to: Owners of parent Comprehensive income (loss) attributable to: Owners of parent Basic earnings per share (NT dollars)(note 6(r)) Diluted earnings per share (NT dollars) |
2022 | % 100 87 |
2021 | % 100 102 |
|---|---|---|---|---|
| Amount 17,423,501 15,240,742 |
Amount 13,501,569 13,737,011 |
|||
2,182,759 |
13 | (235,442) |
(2) | |
1,753,137 142,140 (19,458) |
10 1 - |
1,617,545 130,554 12,942 |
12 1 - |
|
1,875,819 |
11 | 1,761,041 |
13 | |
306,940 |
2 | (1,996,483) |
(15) | |
4,140 105,122 191,564 (176,054) 3,379 - |
- 1 1 (1) - - |
1,613 2,150,529 (6,490) (116,147) 84,570 (26,194) |
- 16 - (1) 1 - |
|
| 128,151 | 1 | 2,087,881 |
16 | |
435,091 21,765 |
3 - |
91,398 333,515 |
1 2 |
|
413,326 |
3 | (242,117) |
(1) | |
(57,708) 137,624 |
(1) 1 |
2,314 78,100 |
- 1 |
|
79,916 |
- | 80,414 |
1 | |
33,813 |
- | (9,158) |
- | |
33,813 |
- | (9,158) |
- | |
113,729 |
- | 71,256 |
1 | |
$ 527,055 |
3 | (170,861) |
- | |
$ 413,326 |
3 | (242,117) |
(1) | |
$ 413,326 |
3 | (242,117) |
(1) |
|
$ 527,055 |
3 | (170,861) |
- |
|
$ 527,055 |
3 | (170,861) |
- | |
$ |
0.65 | (0.39) | ||
| $ | 0.65 |
See accompanying notes to consolidated financial statements.
~134~
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2021 Profit (loss) for the year ended December 31, 2021 Other comprehensive profit (loss) for the year ended December 31, 2021 Total comprehensive income Appropriation and distribution of retained earnings: Reversal of special reserve Other changes in capital surplus: Other changes in capital surplus Changes in equity of associates and joint ventures accounted for using equity method Disposal of investments accounted for using equity method Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2021 Profit (loss) for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Total comprehensive income Changes in equity of associates and joint ventures accounted for using equity method Cash subscription Balance at December 31, 2022 |
Equity attributableto owners of | Equity attributableto owners of | Equity attributableto owners of | parent | parent | Totalequity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares |
Capital surplus |
Retained earnings | Totalotherequityinterest | Total equity attributable to owners of parent |
|||||||
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income (losses) |
Gains (losses) on remeasurements of defined benefit |
Unearned employee compensation |
||||||||
| Legal reserve |
Special reserve |
Unappropriated retained earnings |
|||||||||
(182,812) |
(2,622) |
9,671,800 |
9,671,800 |
||||||||
- - - - (242,117) - - - - - - - (9,158) 78,100 |
- 2,314 |
- - |
(242,117) 71,256 |
(242,117) 71,256 |
|||||||
- - - - (242,117) (9,158) 78,100 |
2,314 |
- |
(170,861) |
(170,861) |
|||||||
- - - (174,327) 174,327 - - - 337 - - - - - - (12,692) - - - - - - 2,633 - - - 494 (1,016) - - - - 3,777 - (3,777) |
- - - 260 - |
- - 2,233 55 - |
- 337 (10,459) 2,426 - |
- 337 (10,459) 2,426 - |
|||||||
6,194,072 2,833,418 306,606 - 386 33,030 306,303 |
(180,238) |
(334) |
9,493,243 |
9,493,243 |
|||||||
- - - - 413,326 - - - - - - - 33,813 137,624 |
- (57,708) |
- - |
413,326 113,729 |
413,326 113,729 |
|||||||
- - - - 413,326 33,813 137,624 |
(57,708) |
- |
527,055 |
527,055 |
|||||||
- (19) - - - - - 500,000 203,750 - - - - - |
- - |
334 - |
315 703,750 |
315 703,750 |
|||||||
$ 6,694,072 3,037,149 306,606 - 413,712 66,843 443,927 |
(237,946) |
- |
10,724,363 |
10,724,363 |
~135~
See accompanying notes to consolidated financial statements.
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest revenue Dividend income Share-based payment transctions Share of loss (profit) of associates and joint ventures accounted for using equity method Loss on disposal of property, plan and equipment Gain on disposal of investments accounted for using equity method Net loss (profit) on financial assets or liabilities at fair value through profit or loss Impairment loss on non-financial assets Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivable Other receivable-related parties Inventories Prepayments Other financial assets-current Other current assets Accounts payable Other payable Other current liabilities Net defined benefit liability Total changes in operating assets and liabilities Total adjustments |
2022 $ 435,091 1,526,606 59,398 (19,458) 176,054 (4,140) (5,837) 5,500 (3,379) 7,934 - (1,926) - 868 |
2021 91,398 1,407,408 35,710 12,942 116,147 (1,613) (5,306) - (84,570) 6,409 (8,324) (7,549) 26,194 21,480 |
|---|---|---|
| 1,741,620 | 1,518,928 |
|
(5,779) (209,749) 6,163 (81) (342,040) (10,271) 384 (227) (345,222) (33,176) 47,979 (26,903) |
412 (116,917) 355,368 (23) (420,434) 46,950 48,036 2,852 (265,637) (308,983) (674,681) (47,964) |
|
(918,922) |
(1,381,021) |
|
822,698 |
137,907 |
See accompanying notes to consolidated financial statements.
~136~
8-1
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
| Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Decrease (increase) in other non-current assets Dividends received Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Decrease in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Capital increase by cash Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2022 1,257,789 4,140 5,837 (168,896) (26,764) |
2021 229,305 1,613 5,306 (215,245) (476,270) (455,291) 118,715 (1,502,910) 1,451,377 51,715 (862,443) 3,220 12,991 (21,299) 1,722 - (746,912) 8,409,366 (7,769,480) (69,991) 2,221,721 (1,894,375) (122,665) - 774,576 (25,136) |
|---|---|---|
1,072,106 |
||
- (487,300) 444,586 - (827,039) 3,299 (16,981) (49,407) (15,345) 34,636 |
||
(913,551) |
||
11,346,747 (11,037,821) - 1,638,942 (2,621,552) (133,299) 698,250 |
||
(108,733) |
||
81,891 |
||
131,713 612,449 |
(452,763) 1,065,212 |
|
$ 744,162 |
612,449 |
See accompanying notes to consolidated financial statements.
~137~
9
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
Unitech Printed Circuit Board Corporation (the “Company”) was incorporated on December 31, 1984, with registered address of No. 3, Lane 4, Zhongshan Road, Tucheng District, New Taipei City, Taiwan, as a company limited by shares under the Company Act of the Republic of China (R.O.C.). The major business activities of Unitech Printed Circuit Board Corporation and subsidiaries (the “Consolidated Company”) are the design, manufacture and sale of PCB.
(2) Approval date and procedures of the consolidated financial statements:
These consolidated financial statements were authorized for issue by the Board of Directors on March 3, 2023.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2022:
-
“ - ”
-
● Amendments to IAS 16 Property, Plant and Equipment Proceeds before Intended Use
-
“ - ”
-
● Amendments to IAS 37 Onerous Contracts Cost of Fulfilling a Contract
-
Annual Improvements to IFRS Standards 2018–2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2023, would not have a significant impact on its consolidated financial statements:
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
-
Amendments to IAS 8 “Definition of Accounting Estimates”
-
Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(Continued)
~138~
10
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Content of amendment Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement for at least 12 months after the reporting date. The amendments has removed the requirement for a right to be unconditional and instead now requires that a right to defer settlement must exist at the reporting date and have substance. The amendments clarify how a company classifies a liability that can be settled in its own shares – e.g. convertible debt. After reconsidering certain aspects of the 2020 amendments1, new IAS 1 amendments clarify that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Covenants with which the company must comply after the reporting date (i.e. future covenants) do not affect a liability’s classification at that date. However, when non-current liabilities are subject to future covenants, companies will now need to disclose information to help users understand the risk that those liabilities could become repayable within 12 months after the reporting date. |
Effective date per IASB |
|---|---|---|
| January 1, 2024 January 1, 2024 |
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
(Continued)
~139~
11
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
IFRS16 “Requirements for Sale and Leaseback Transactions”
(4) Summary of significant accounting policies:
The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations ” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..
(b) Basis of preparation
- (i) Basis of measurement
Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:
-
1) Financial instruments at fair value through profit or loss are measured at fair value;
-
2) Financial assets at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities(assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note (4) (q).
-
(ii) Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Company ’ s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
(Continued)
~140~
12
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(c) Basis of consolidation
- (i) Principles of preparation of the consolidated financial statements
The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.
When the Group loses control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary, and any related non-controlling interests and other components of equity. Any interest retained in the former subsidiary is measured at fair value when control is lost, with the resulting gain or loss being recognized in profit or loss. The Group recognizes as gain or loss in profit or loss the difference between (i) the fair value of the consideration received as well as any investment retained in the former subsidiary at its fair value at the date when control is lost ;and (ii) the assets (including any goodwill), liabilities of the subsidiary as well as any related non-controlling interests at their carrying amounts at the date when control is lost, as gain or loss in profit or loss. When the Group loses control of its subsidiary, it accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if it had directly disposed of the related assets or liabilities.
(Continued)
~141~
13
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
- (ii) List of subsidiaries in the consolidated financial statements
| **Name of investor ** | Name of subsidiary | Principal activity | Shareholding | Shareholding | Note |
|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
||||
| The Company The Company The Company Unitech BVI Unitech HK Unitech HK Shanghai Unitech Electronics Co., Ltd. |
Unitech Electronics International Limited (Unitech BVI) DA-TAI Investment Co., Ltd. Unitech Electronics International (HK) Limited (Unitech HK) Unitech Electronics International (HK) Limited (Unitech HK) Shanghail Unitech Electronics Co., Ltd. Shanghai Unitech Electronics (Nontong) Co., Ltd. Shanghai Unitech Electronics (Nontong) Co., Ltd. |
General investing General investing General investing General investing Manufactureing of electronics Manufactureing of electronics Manufactureing of electronics |
100.00% 100.00% 6.10% 93.90% 100.00% 21.33% 78.67% |
100.00% 100.00% 6.10% 93.90% 100.00% 9.23% 90.77% |
- - - - - Note1 Note1 |
Note 1: Unitech HK increased the capital of Shanghai Unitech Electronics (Nantong) Co.,Ltd by US$20,000 thousand in March 2022.
(iii) Subsidiaries excluded from the consolidated financial statements: None.
-
(d) Foreign currencies
-
(i) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
(Continued)
~142~
13
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
(Continued)
~143~
14
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the consolidated disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
- (e) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
(Continued)
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Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(f) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
(g) Financial Instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
(Continued)
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Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- 2) Fair value through other comprehensive income (FVOCI)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
-
4)
-
Business model assessment
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
- 5) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivables), debt investments measured at FVOCI and
(Continued)
~146~
16
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
contract assets.
(Continued)
~147~
17
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
-
debt securities that are determined to have low credit risk at the reporting date;and
-
other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This ’ includes both quantitative and qualitative information and analysis based on the Group s historical experience and informed credit assessment as well as forward-looking information.
The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or ’ higher per Taiwan Ratings .
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.
The Group considers a financial asset to be in default when the financial asset is more than one year past due or the debtor is unlikely to pay its credit obligations to the Group in full.
ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to theGroup in accordance with the contract and the cash flows that the Group expects to receive). ECL are discounted at the effective interest rate of the financial asset.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
-
significant financial difficulty of the borrower or issuer;
-
a breach of contract such as a default or being more than 90 days past due;
-
the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
(Continued)
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18
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
-
it is probable that the borrower will enter bankruptcy or other financial reorganization; or
-
the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
6) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
(Continued)
~149~
19
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
5) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
6) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(h) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(Continued)
~150~
20
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(i) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.
Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.
When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
(j) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
(Continued)
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21
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
1) Buildings and constructions 3~55 years 2) Machinery equipment 3~12 years 3) Office equipment 3~5 years 4) Other equipment 3-5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(k) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
- (i) As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
1) fixed payments, including in-substance fixed payments;
-
2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
3) amounts expected to be payable under a residual value guarantee; and
-
4) payments for purchase or termination options that are reasonably certain to be exercised.
(Continued)
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22
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
1) there is a change in future lease payments arising from the change in an index or rate; or
-
2) there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
-
3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
-
4) there is a change of its assessment on whether it will exercise a extension or termination option; or
-
5) there is any lease modification
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
From January 1, 2021, when the basis for determining future lease payments changes as required by interest rate benchmark reform, the Group will remeasure the lease liability by discounting the revised lease payments using the revised discount rate that reflects the change to an alternative benchmark interest rate.
(ii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
(Continued)
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Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.
The Group recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.
(l) Intangible assets
- (i) Recognition and measurement
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
1) Computer software 5~10 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(Continued)
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Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
- (m) Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(n) Revenue recognition
Revenue from contracts with customers
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.
- Sale of goods
The Group design, manufacture and sale PCB. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
(Continued)
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25
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.
- Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.
(o) Contract costs
- (i) Incremental costs of obtaining a contract
The Group recognizes as an asset the incremental costs of obtaining a contract with a customer if the Group expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
- (ii) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Group recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
-
1) the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify;
-
2) the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
3) the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Group cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Group recognizes these costs as expenses when incurred.
(Continued)
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Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(p) Government grants and government assistance
The Group recognizes an unconditional government grant related to a salary and operations in profit or loss as other income when the grant becomes receivable. Other government grants related to assets are initially recognized as deferred income at fair value if there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant; they are then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Grants that compensate the Group for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.
(q) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
(ii) Defined benefit plans
The Group’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(Continued)
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27
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (r) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized. Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entitie which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(Continued)
~158~
28
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(s) Earnings per share
The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation.
(t) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:
- (a) Judgement of whether the Group has substantive control over its investees
The Group holds 13.47% of the outstanding voting shares of Fulltech Fiber Glass Corp. and is the single largest shareholder of the investee. Although the remaining 86.53% of Fulltech Fiber Glass Corp.’s shares are not concentrated within specific shareholders, the Group still cannot obtain more than half of the total number of Fulltech Fiber Glass Corp.’s directors, and it also cannot obtain more than half of the voting rights at a shareholders’ meeting. Therefore, it is determined that the Group has significant influence on Fulltech Fiber Glass Corp.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:
(Continued)
~159~
29
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(a) Valuation of inventories
Since inventory must be measured at the lower of cost and net realizable value, the combined company assesses the amount of inventory due to normal wear and tear, obsolescence, or no market sales value on the reporting date, and offsets the inventory cost to net realizable value. This inventory evaluation is mainly based on the estimated product demand in a specific period in the future, so there may be major changes due to rapid changes in the industry. Please note 6 (f) for detailed inventory evaluation and estimation.
- (b) Impairment of property, plant and equipment, and intangible assets
In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill, the Group is required to make subjective judgments in determining the independent cash flows, useful lives, expected future income and expenses related to the specific asset groups considering of the nature of the industry. Any changes in these estimates based on changed economic conditions or business strategies and could result in significant impairment charges or reversal in future years. Refer to note 6 (h), (i) and (j) for further description of the key assumptions used to determine the recoverable amount.
(6) Explanation of significant accounts
- (a) Cash and cash equivalents
| Cash in stock Demand deposits Time deposits |
December 31, 2022 $ 1,790 680,952 61,420 |
December 31, 2021 3,468 608,981 - |
|---|---|---|
$ 744,162 |
612,449 |
Please refer to note 6(v) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Group.
- (b) Financial assets at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Open End Funds Financial Products |
December 31, 2022 $ 14,295 89,167 |
December 31, 2021 59,073 - |
|---|---|---|
$ 103,462 |
59,073 |
The Group recognized the net profit of the financial instruments at fair value through profit or loss of $1,926 thousand and $7,549 thousand for the years ended December 31, 2022 and 2021, respectively.
(Continued)
~160~
30
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The Group held the financial products from bank with expected return rate base on 1.35%~2.85% and 1.35%~2.6% for the years ended December 31, 2022 and 2021, respectively.
As of December 31, 2022 and 2021, the financial assets at fair value through profit or loss of the Group did not been pledged as collateral for its long-term borrowings.
- (c) Financial assets at fair value through other comprehensive income
| Listed common shares Unlisted common shares |
December 31, 2022 $ 561,000 109,766 |
December 31, 2021 452,200 95,336 |
|---|---|---|
$ 670,766 |
547,536 |
- (i) Equity investments at fair value through other comprehensive income
The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term strategic purposes.
There was no disposals of strategic investments and transfers of any cumulative gain or loss within equity retaring to these investments as of December 31, 2022.
During 2021, the Group has sold its listed common shares as a result of a takeover offer for cash. The shares sold had a fair value of $118,715 thousand and the Group realized a gain of $3,777 thousand, which is already included in other comprehensive income. The gain has been transferred to retiring earnings.
-
(ii) For credit risk (including the impairment of debt investments) and market risk, please refer to note 6 (v).
-
(iii) As of December 31, 2022 and 2021 the financial assets at fair value through other comprehensive income of the Group did not been pledged as collateral for its borrowings.
-
(d) Notes and accounts receivables
| Notes receivables–measured as amortized cost Trade receivables–measured as amortized cost Less: Loss allowance |
December 31, 2022 $ 11,289 4,338,089 (2,162) |
December 31, 2021 5,510 4,129,691 (22,971) |
|---|---|---|
$ 4,347,216 |
4,112,230 |
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
(Continued)
~161~
31
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
| Current 1 to 90 days past due 91 to 180 days past due 181 to 360 days past due More than a year Current 1 to 90 days past due 91 to 180 days past due 181 to 360 days past due More than a year |
December 31, 2022 | Loss allowance provision 77 204 9 422 1,450 |
||
|---|---|---|---|---|
| Gross carrying amount $ 4,088,735 256,073 1,284 1,836 1,450 $ 4,349,378 |
Weighted-average loss rate |
|||
| 0.00% 0.08% 0.70% 22.98% 100.00% December 31, 2021 |
||||
2,162 |
||||
Loss allowance provision 42 96 186 14,576 8,071 |
||||
| Gross carrying amount $ 3,884,633 210,968 11,133 20,396 8,071 $ 4,135,201 |
Weighted-average loss rate |
|||
| 0.00% 0.05% 1.67% 71.46% 100.00% |
||||
22,971 |
The movement in the allowance for notes and trade receivables were as follows:
| Balance at January 1 Impairment losses recognized Impairment losses reversed Amounts written off Foreign exchange (losses)/gains Balance at December 31 |
For the years ended December 31 2022 2021 $ 22,971 12,284 - 12,942 (19,458) - (1,351) (2,245) - (10) |
|---|---|
$ 2,162 22,971 |
The aforementioned notes and trade receivables of the Group did not been pledged as collateral for long-term borrowings.
(e) Other receivables
| Tax refund receivables Others |
December 31, 2022 $ 58,577 8,052 |
December 31, 2021 68,105 4,687 |
|---|---|---|
$ 66,629 |
72,792 |
(Continued)
~162~
31
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The Group had no other receivables impairment as of December 31, 2022 and 2021.
(Continued)
~163~
32
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(f)
Inventories
| Raw materials and consumables Work in progress Finished goods Merchandise inventory Allowance to reduce Inventory to market |
December 31, 2022 December 31, 2021 $ 412,006 383,785 1,435,908 1,504,572 607,072 343,628 494,910 406,455 |
|---|---|
$ 2,949,896 2,638,440 (229,607) (260,191) |
|
$ 2,720,289 2,378,249 |
For the years ended December 31, 2022 and 2021, the Group recognized cost of sales and expense amounted to $15,441,856 thousand and $13,942,415 thousand, respectively..
The details of the lot of sales were as follow:
| Write-down of inventories (Reversal of write-downs) Revenue from sales of scraps |
2022 $ (31,176) (169,938) |
2021 25 (205,429) |
|---|---|---|
$ (201,114) |
(205,404) |
As of December 31, 2022 and 2021, the Group did not provide any inventories as collateral for its borrowings.
(g) Investments accounted for using equity method
A summary of the Group’s financial information for investments accounted for using the equity method at the reporting date is as follows:
| Associates (i) Associates |
December 31, 2022 $ 1,039,704 |
December 31, 2021 1,047,217 |
|---|---|---|
The Group’s financial information for investments accounted for using the equity method that are individually insignificant was as follows:
| Carrying amount of individually insignificant associates’equity |
December 31, 2022 |
December 31, 2021 |
|
|---|---|---|---|
| $ 1,039,704 | 1,047,217 |
(Continued)
~164~
33
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
In 2022 and 2021, the Group’s share of the net income of associates was as follows:
| Attributable to the Group: Profit from continuing operations Other comprehensive income Comprehensive income |
2022 $ 3,379 23,430 |
2021 84,570 4,040 88,610 |
|---|---|---|
$ 26,809 |
(ii) Guarantee
As of December 31, 2022 and 2021, investments accounted for using the equity method of the Group had been pledged as collateral. Please refer to note 8.
(h) Property, plant, and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2022 and 2021, were as follows:
| Cost or deemed cost: Balance on January 1, 2022 Additions Disposals Reclassification Effect of movements in exchange rates Balance on December 31, 2022 Balance at January 1, 2021 Additions Disposal Reclassification Effect of movements in exchange rates Balance on December 31, 2021 Deprecation and impairments loss: Balanceon January 1, 2022 Deprecation Disposal Effect of movements in exchange rates Balance at December 31, 2022 Balance at January 1, 2021 Deprecation Disposal Impairment Loss Reclassification Effect of movements in exchange rates Balanceon December 31, 2021 |
Land $ 407,228 - - - - |
Buildings and constructions 5,657,686 6,249 - 173,404 47,741 |
Machiner y and equipment 14,259,952 - (321,411) 529,611 30,872 |
Office facilities 331,245 - (16,061) 13,493 157 |
Other facilities 4,823,385 - (18,377) 105,511 223 |
Testing equipment 280,840 640,582 - (405,593) - |
Constructio n in progress 656,735 285,735 - (478,312) 10,818 |
Total 26,417,071 932,566 (355,849) (61,886) 89,811 |
|---|---|---|---|---|---|---|---|---|
| $ 407,228 |
5,885,080 |
14,499,024 |
328,834 | 4,910,742 | 515,829 | 474,976 |
27,021,713 |
|
$ 407,228 - - - - |
2,558,482 - - 3,098,306 898 |
12,686,242 - (21,486) 1,598,398 (3,202) |
319,493 - (7,626) 19,387 (9) |
4,706,780 1,054 (8,400) 124,016 (65) |
236,150 483,960 - (439,270) - |
4,465,620 667,229 - (4,451,136) (24,978) |
25,379,995 1,152,243 (37,512) (50,299) (27,356) |
|
| $ 407,228 |
5,657,686 | 14,259,952 |
331,245 |
4,823,385 |
280,840 | 656,735 |
26,417,071 |
|
$ - - - - |
846,312 205,731 - 667 |
8,740,690 917,456 (311,275) 1,952 |
265,194 20,863 (15,923) 35 |
3,549,085 272,462 (17,418) 148 |
- - - - |
- - - - |
13,401,281 1,416,512 (344,616) 2,802 |
|
| $ - |
1,052,710 | 9,348,823 |
270,169 | 3,804,277 | - | - | 14,475,979 |
|
| $ - - - - - - |
725,410 120,864 - - 17 21 |
7,837,422 889,438 (12,288) 26,194 (208) 132 |
250,383 22,174 (7,626) - 266 (3) |
3,288,987 268,172 (7,969) - (58) (47) |
- - - - - - |
- - - - - - |
12,102,202 1,300,648 (27,883) 26,194 17 103 |
|
| $ - |
846,312 | 8,740,690 | 265,194 |
3,549,085 |
- | - | 13,401,281 |
~165~ (Continued)
34
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
| Carrying Value: Balance on December 31, 2022 Balance on January 1, 2021 Balance on December 31, 2021 |
Land $ 407,228 |
Buildings and constructions 4,832,370 |
Machiner y and equipment 5,150,201 |
Office facilities 58,665 |
Other facilities 1,106,465 |
Testing equipment 515,829 |
Constructio n in progress 474,976 |
Total 12,545,734 |
|---|---|---|---|---|---|---|---|---|
$ 407,228 |
1,833,072 |
4,848,820 |
69,110 |
1,417,793 |
236,150 |
4,465,620 |
13,277,793 |
|
$ 407,228 |
4,811,374 |
5,519,262 |
66,051 |
1,274,300 |
280,840 |
656,735 |
13,015,790 |
|
- (i) Guarantee
As of December 31, 2022 and 2021, the property, plant and equipment of the Group had been pledged as collateral for long-term borrowings. Please refer to note 8.
- (ii) Acquistion of machinery and equipment
The Group calculated capitalization interest rate base on 1.76%~3.73% and 1.85%~3.90% for the year 2022 and 2021. The capitalized borrowing related to the acquisition of machinery and equipment were $82,998 thousand and $99,822 thousand, respectively.
-
(iii) Shanghai Unitech Electronics Co., Ltd. cooperated with Shanghai local government's house and land expropriation to relocate the company’s land and factory buildings, wherein Shanghai Unitech Electronics Co., Ltd. received the partial compensation of totaling $1,816,447 thousand (CNY 415,460 thousand) in 2020 and 2019, and $1,345,475 thousand (CNY 310,002 thousand) in 2021. All payments received. Please refer to Note 6(u) for the actual expenses and the recognition of compensation income.
-
(iv) The decrease in sales revenue was due to the impact of COVID-19 pandemic in 2021, which caused the carrying amount of property, plant and equipment to exceed its recoverable amount, resulting in the amount of $26,194 thousand to be recognized as impairment loss in the statement of comprehensive income. The key assumption of assessing the recoverable amount is based on the discount rate of 10.24%, and the recoverable amount is determined according to the financial forecast which is based on the pre-tax cash flow projections approved by management. The impairment test on property, plant and equipment is to determine the recoverable amount for the asset's cash-generating unit, because every business unit could generate independent cashflow, in which the Group assesses the deviation between the recoverable amount and the carrying value of business units to determine whether the impairment loss is recognized. In 2022, the Group did not recognize the impairment loss.
(Continued)
~166~
35
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(i) Right-of-use-assets
The Group leases many assets including land and buildings, machinery and equipment and transportation facilities. Information about leases per which the Group as a lease was represented below:
| Cost: Balance at January 1, 2022 Additions Disposal Effect on movements of exchange rates Balance at December 31, 2022 Balance at January 1, 2021 Additions Disposal Effect on movements of exchanges rates Balance at December 31, 2021 Accumulated depreciation and impairment losses: Balance at January 1, 2022 Deprecation for the year Disposal Effect on movements of exchange rates Balance at December 31, 2022 Balance at January 1, 2021 Depreciation for the year Disposal Effect on movements of exchange rates Balance at December 31, 2021 Carrying amount: Balance at December 31, 2022 Balance at January 1, 2021 Balance at December 31, 2021 |
Land $ 569,056 - - 2,277 |
Buildings and constructions 157,358 11,325 (17,415) - |
Office facilities 17,498 2,830 (4,141) - |
Transportation facilities 49,319 10,527 (11,086) - |
Other assets 20,425 1,991 (2,720) - |
Total 813,656 26,673 (35,362) 2,277 |
|---|---|---|---|---|---|---|
$ 571,333 |
151,268 | 16,187 | 48,760 | 19,696 | 807,244 |
|
$ 635,731 - (65,621) (1,054) |
163,050 1,251 (6,943) - |
15,900 1,598 - - |
39,773 23,401 (13,855) - |
21,297 3,230 (4,102) - |
875,751 29,480 (90,521) (1,054) |
|
$ 569,056 |
157,358 | 17,498 | 49,319 | 20,425 | 813,656 |
|
$ 156,190 49,497 - 151 |
108,357 40,730 (17,415) - |
8,037 3,657 (3,273) - |
18,152 11,425 (11,086) - |
9,143 4,785 (2,720) - |
299,879 110,094 (34,494) 151 |
|
| $ 205,838 |
131,672 | 8,421 | 18,491 | 11,208 | 375,630 | |
$ 108,636 51,032 (3,420) (58) |
73,765 37,537 (2,945) - |
4,410 3,627 - - |
22,169 9,799 (13,816) - |
8,480 4,765 (4,102) - |
217,460 106,760 (24,283) (58) |
|
$ 156,190 |
108,357 | 8,037 | 18,152 | 9,143 | 299,879 |
|
$ 365,495 |
19,596 |
7,766 |
30,269 |
8,488 |
431,614 |
|
$ 527,095 |
89,285 |
11,490 |
17,604 |
12,817 |
658,291 |
|
$ 412,866 |
49,001 |
9,461 |
31,167 |
11,282 |
513,777 |
As of December 31, 2022 and 2021, the Right-of-use-assets of the Group had been pledged as collateral for long-term borrowings. Please refer to note 8.
Assets of the Group that have indications of impairment on the reporting date are tested for impairment on the basis of individual assets or their CGUs. According to the test for impairment for 2022 and 2021, the recoverable amount for an asset or a CGU is the higher than its book value. Therefore the Group did not recognize any impairment loss on right-or-use assets.
(Continued)
~167~
36
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(j) Intangible assets
The cost, amortization and impairment of the intangible assets of the Group for the years ended December 31, 2022 and 2021, were as follows:
| Costs: Balance at January 1, 2022 Additions Balance at December 31, 2022 Balance at January 1, 2021 Additions Balance at December 31, 2021 Accumulated amortization and impairment losses: Balance at January 1, 2022 Amortization for the year Balance at December 31, 2022 Balance at January 1, 2021 Amortization for the year Balance at December 31, 2021 Carrying value: Balance at December 31, 2022 Balance at January 1, 2021 Balance at December 31, 2021 |
Computer Software $ 146,753 49,407 $ 196,160 $ 125,454 21,299 $ 146,753 $ 34,082 24,008 $ 58,090 $ 17,012 17,070 $ 34,082 $ 138,070 $ 108,442 $ 112,671 |
|---|---|
(i) Amortization and impairment
The amortization of intangible assets and their repairment losses are in clued in the statement of comprehensive income:
| Cost of sales Operating expense |
2022 $ 3,928 |
2021 2,931 14,139 |
|---|---|---|
$ 20,080 |
Assets of the Group that have indications of impairment on reporting date are tested for impairment on the basis of individual assets on their CGUs. According to the test for important for 2022 and 2021, the recoverable amount for an asset or a CGU is higher than its book value. Therefore, the Group did not recognize any impairment loss on intangible assets.
(Continued)
~168~
37
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(k) Short-term borrowings
The short-term borrowings were summarized as follows:
| Letters of credit Unsecured bank loans Secured bank loans Unused short-term credit lines Range of interest rates |
December 31, 2022 $ 17,081 1,510,484 100,050 |
December 31, 2022 $ 17,081 1,510,484 100,050 |
December 31, 2021 17,386 1,421,893 100,050 1,539,329 4,729,994 0.56%~4.20% |
|---|---|---|---|
$ 1,627,615 |
|||
$ 3,798,213 |
|||
0.79%~6.29% |
For the collateral for short-term borrowings, please refer to note 8.
- (l) Long-term borrowings
The details were as follows:
| Unsecured bank loans Secured bank loans Other long-term payable Less: current portion Total Unused long-term credit lines Unsecured bank loans Secured bank loans Other long-term payable Less: current portion Total |
December 31, 2022 | December 31, 2022 | Amount $ 675,620 290,000 1,798,083 3,844,940 96,583 |
|
|---|---|---|---|---|
| Currency | Rate | Maturity **year ** |
||
| USD TWD RMB TWD USD |
1.22%~6.15% 2023 1.66%~2.17% 2023~2027 4.60% 2024 1.10%~2.42% 2025~2027 6.44% 2023 December 31, 2021 |
|||
6,705,226 (2,414,093) |
||||
$ 4,291,133 |
||||
$ 659,709 |
||||
Amount $ 415,200 515,000 1,770,371 4,637,500 5,190 |
||||
| Currency | Rate | Maturity **year ** |
||
| USD TWD RMB TWD USD |
1.22% 1.20%~1.43% 4.80% 1.10%~2.16% 0.68% |
2024 2023~2024 2024 2023~2026 2022 |
||
7,343,261 (1,109,230) |
||||
$ 6,234,031 |
(Continued)
~169~
37
407,248
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
Unused long-term credit lines
$
(Continued)
~170~
38
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (i) Collateral for long-term borrowings
For the collateral for long-term borrowings, please refer to note 8.
-
(ii) Borrowings information as follow:
-
1) The Group entered into a syndicated credit agreement with financial institutions, dominated by Bank of Taiwan on September 26, 2019.
-
a) The syndicated banks of the Syndicated Loan Agreement consist of the leading bank and the managing bank is Bank of Taiwan. The participating banks are Taishin International Bank Co., Ltd., Chang Hwa Commercial Bank, Ltd., Taiwan Business Bank Co., Ltd., Bank SinoPac Co., Ltd. The Shanghai Commercial & Savings Bank, Ltd., First Commercial Bank.
-
i) The amount of total credit lines is US$24,000,000 which is to expand working capital.
-
ii) Period of credit agreement, payment period and the way to repayment.
-
Period: Four years from the first draw down date, but should be used within three months after the contract date.
-
Payment period: On the regulation of agreement and under each condition, the period of using is 9 months from the starting date. After the maturity date, the unused amount will be cancelled automatically and shall not be used.
-
Method of repayment: The repayment is every six months beginning from 1 year after the date of first borrowing. For the 1st repayment to the 4th repayment, the Group should repay 12.5% principal at each time. The expiration date of the loan will be extended for one year starting from November 18, 2022, and thereafter, every three months is deemed as one installment for loan repayment. The fifth and sixth instalments will be repaid the principal amounting to USD 3.6 million. The seventh and eighth instalments will repaid the principal amounting to USD 2.4 million.
-
-
-
Under any conditions, the borrowing should be repaid on the basis of the contract within the time and amount. If not, the borrowings should be fully repaid ahead of schedule.
The Group should repay all principal, interest, other payables, and expenses which were not repaid on the expiry date of the credit agreement.
- iii) According to the syndicated credit agreement, during the credit period, the Group is based on the consolidated financial statements and auditor report to calculate and maintain certain financial ratios on balance sheet date. (i.e. equity ratio, interest coverage ratio, tangible net worth, self owned asset ratio, etc.)
(Continued)
~171~
39
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
- iv) The Group provided guarantees of promissory notes and the related parties will be the joint guarantee for the credit loan from this agreement.
- v) The first drawn date is on November 18, 2019.
-
2) The Group, entered into a syndicated credit agreement with financial institutions, dominated by Bank of Taiwan on March 31, 2020.
-
a) The syndicated banks of the Syndicated Loan Agreement consist of Bank of Taiwan, Chang Hwa Commercial Bank, Ltd., Taiwan Business Bank Co., Ltd., Land Bank of Taiwan, Taiwan Cooperative Bank, First Commercial Bank, Bank SinoPac Co., Ltd., The Shanghai Commercial & Savings Bank, Ltd., Taipei Fubon Commercial Bank Co., Ltd., Mega International Commercial Bank Co., Ltd..
-
i) The amount of total credit lines is NT$3,800,000,000, which is used for repaying existing financial liabilities and expanding working capital.
-
ii) Period of credit agreement, payment period and the way to repayment.
-
Period: Five years from the first draw down date (Type A includes a grace period of 18 months) , but should be used within 6 month from the contract date, otherwise, the 6 month date from the contract date will be deemed as the first draw down date.
-
Payment period:
-
a. A type: Credit line of medium term secured loans is NTD2,900,000,000, which can be used partly but cannot be used by revolving. 6 months from the first drawn date. After six months, the unused amount will be cancelled automatically and shall not be used.
-
b. B type: Credit line of medium term loans is NTD900,000,000, which can be used by revolving.
-
-
Method of repayment:
-
a. A type: The date after 18 month from the first drawn date as one payment. The repayment will be divided into eight payments, every six month is deemed as one payment.
-
b. B type: The B type borrowing has the revolving credit facility. If the part of credit lines expires, the remaining of the credit line could be borrowed further to repay for the original borrowings.
-
-
-
Under any circumstances, the Group should repay all principal, interest, other payables, and expenses which were not repaid on the expiry date of the credit agreement.
- iii) According to the syndicated credit agreement, during the credit period, the Group is based on the former three quarters of years of consolidated financial statements and auditor report to calculate and maintain certain financial ratios on balance sheet date. (i.e. equity ratio, interest coverage ratio, tangible net worth, self
(Continued)
~172~
40
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
owned asset ratio, etc.)
-
iv) The Group provided guarantees of promissory notes, mechanical equipment, buildings and constructions as collaterals for this syndicated credit agreement. Besides, the related parties will be joint guarantors for the credit loan from this agreement.
-
(m) Lease liabilities
The carrying values of the Group’s lease liabilities were as follows:
| Current Non-current |
December 31, 2022 $ 86,315 |
December 31, 2022 $ 86,315 |
December 31, 2021 112,144 |
|---|---|---|---|
$ 228,988 |
309,785 |
For the maturity analysis, please refer to note 6(v).
The amounts recognized in profit or loss was as follows:
| Interest on lease liabilities Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets |
For the years ended December 31, 2022 December 31, 2021 $ 6,721 8,326 |
For the years ended December 31, 2022 December 31, 2021 $ 6,721 8,326 |
|---|---|---|
$ 16,392 |
13,161 |
The amounts recognized in the statement of cash flows for the Group was as follows:
| Total cash outflow for leases | For the years ended December 31, 2022 December 31, 2021 $ 156,412 144,152 |
|---|---|
- (i) Real estate leases
The Group leases land and buildings for its office space and employee accommodation . The leases of office space and employee accommodation typically run for 2-10 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
The Group expects the relative proportions of fixed and variable lease payments to remain broadly consistent in future years.
(ii) Other leases
The Group leases vehicles and equipment, with lease terms of one to four years. In some cases, the Group has options transporation to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.
The Group also leases office facilities and parking space with contract terms of one to four years. These leases are short-term and leases of low-value items. The Group has selected not to recognize right-of-use assets and lease liabilities for these leases.
(Continued)
~173~
41
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(n) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:
| Present value of the defined benefit obligations Fair value of plan assets Impact of asset ceiling Net defined benefit liabilities |
December 31, 2022 $ 695,292 (500,829) |
December 31, 2021 628,409 (466,716) |
|---|---|---|
194,463 - |
161,693 - |
|
| $ 194,463 |
161,693 |
The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Group ’ s Bank of Taiwan labor pension reserve account balance amounted to $500,829 thousand and $466,716 thousand as of December 31, 2022 and 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
- 2) Movements in present value of the defined benefit obligations
The movement in present value of the defined benefit obligations for the Group were as follows:
| Defined benefit obligations at January 1 Current service costs and interest cost Remeasurements loss (gain) -Actuarial loss (gain) arising from: -Financial assumptions Contributions paid by the employer Defined benefit obligations at December 31 |
2022 $ 628,409 15,723 95,345 (44,185) |
2021 658,758 18,076 (608) (47,817) |
|---|---|---|
$ 695,292 |
628,409 |
(Continued)
~174~
42
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Group were as follows:
| Fair value of plan assets at January 1 Interest income Remeasurements loss (gain): -Return on plan assets excluding interest income Contributions paid by the employer Contributions Benefits paid Fair value of plan assets at December 31 |
2022 $ 466,716 4,426 35,671 38,201 (44,185) |
2021 446,035 5,695 2,458 60,345 (47,817) |
|---|---|---|
$ 500,829 |
466,716 |
- 4) Movements of the effect of the asset ceiling
’ There were no movements in the number of impacts of the consolidated company s defined benefit plan asset ceiling in 2022 and 2021.
- 5) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Group were as follows:
| Current service costs Net interest of net liabilities for defined benefit obligations Operating cost Administration expense |
2022 $ 9,439 1,858 |
2021 9,842 2,539 |
|---|---|---|
$ 11,297 |
12,381 |
|
2022 $ 3,107 8,190 |
2021 3,356 9,025 |
|
$ 11,297 |
12,381 |
- 6) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increase rate |
December 31, 2022 1.694% 1.000% |
December 31, 2022 1.000% 0.750% |
|---|---|---|
(Continued)
~175~
43
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $19,368 thousand.
The weighted average lifetime of the defined benefits plans is 10 years
7)
Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| December 31,2022 Discount rate Future salary increasing (decreasing) rate December 31,2021 Discount rate Future salary increasing (decreasing) rate |
Influences of defined benefit obligations Increased0.25% Decreased0.25% (17,035) 17,648 17,542 (17,013) (16,289) 16,903 16,734 (16,205) |
|---|---|
| Increased0.25% (17,035) 17,542 (16,289) 16,734 |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2022 and 2021.
(ii) Defined contribution plans
The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $209,965 thousand and $186,123 thousand for the years ended December 31, 2022 and 2021, respectively.
(Continued)
~176~
44
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(o) Income tax
- (i) Income tax expense
The components of income tax and profit in the years 2022 and 2021 were as follows:
| Current tax expense Current period Adustments for prior periods Deferred tax expense Origination and reversal of temporary differences Income tax expense |
2022 $ 553 6,243 |
2021 502,862 (22,159) |
|---|---|---|
6,796 |
480,703 |
|
14,969 |
(147,188) |
|
$ 21,765 |
333,515 |
- (ii) Reconciliation of income tax and profit (loss) before tax for 2022 and 2021 is as follows:
| Profit excluding income tax Income tax using the Company’s domestic tax rate Effect of tax rates in foreign jurisdiction Tax-exempt income Prior-period tax adjustments Recognition of previously unrecognized tax losses Current-year losses for which no deferred tax asset was recognized Change in unrecognized temporary differences Others Income tax expense |
2022 $ 435,091 |
2021 91,398 18,278 86,851 (1,062) (22,159) - 263,146 6,448 (17,987) 333,515 |
|---|---|---|
$ 87,018 (3,015) (258) 6,243 (66,000) 15,880 (7,389) (10,714) |
||
$ 21,765 |
- (iii) Deferred tax assets and liabilities
1) Unrecognized deferred tax liabilities
The consolidated entity is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2022 and 2021. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:
| Aggregate amount of temporary differences related to investments in subsidiaries Unrecognizeddeferred tax liabilities |
December 31, 2022 $ 1,303,200 |
December 31, 2021 1,383,494 |
|---|---|---|
$ 260,640 |
276,699 |
|
| (Continued) |
~177~
45
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
2) Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items:
| Tax effect of deductible temporary differences The carryforward of unused tax losses |
December 31, 2022 $ 55,823 324,479 |
December 31, 2021 62,835 517,266 |
|---|---|---|
$ 380,302 |
580,101 |
The R.O.C. Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes.
Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefits therefrom.
As of December 31, 2022, the information of the Group’s unused tax losses for which no deferred tax assets were recognized are as follows:
| Yearof loss | Unused tax loss $ 1,097,101 1,757,481 |
Epiry date |
|---|---|---|
| 2020 (approved) 2021 (declared) |
2030 2031 |
|
$ 2,854,582 |
- 3) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2022 and 2021 were as follows:
| Deferred Tax Assets: Balance at January 1, 2022 Recognized in profit or loss Exchange Differences Balance at December 31, 2022 Balance at January 1, 2021 Recognized in profit or loss Exchange Differences Balance at December 31, 2021 |
Loss carryforward $ 280,000 (33,563) - |
Others | Total 320,756 (17,986) 606 |
|---|---|---|---|
40,756 15,577 606 |
|||
| $ 246,437 |
56,939 | 303,376 |
|
$ 160,000 120,000 - |
15,451 25,372 (67) |
175,451 145,372 (67) |
|
| $ 280,000 |
40,756 |
320,756 |
(Continued)
~178~
46
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
| Deferred tax liabilities: Balance at January 1, 2022 Recognized in profit or loss Balance at December 31, 2022 Balance at January 1, 2021 Recognized in profit or loss Balance at December 31, 2021 |
Land revalue added **rovaluation ** |
**Other ** | Total 174,534 (3,017) |
|---|---|---|---|
| $ 171,517 - |
3,017 (3,017) |
||
| $ 171,517 |
- |
171,517 |
|
$ 171,517 - |
4,833 (1,816) |
176,350 (1,816) |
|
| $ 171,517 |
3,017 |
174,534 |
(iv) The Corporation’s income tax return for the year 2020 had been examined by the tax authorities.
(p) Capital and other equitiy
As of December 31, 2022, the number of authorized ordinary shares were 800,000 shares (2021: 700,000 shares) with par value of $10 per share. The total value of authorized ordinary shares was amounted to $8,000,000 thousand (2021: $7,000,000 thousand). As of that date, 669,407 thousand (2021: 619,407 thousand) of ordinary shares amounted $6,694,070 thousand (2021: 6,194,070 thousand) were issued. All issued shares were paid up upon issuance.
(i) Ordinary shares
A resolution was passed during the board meeting held on 3 March 2022 for the issuance of 50,000 thousand ordinary shares , with par value of $10 per share, amounting to $500,000 thousand, and issue price of $14 yuan per share, with 11 August 2022 as the date of capital increase. This capital increase has been approved by the Financial Supervisory and Management Commission All payment for the issuance of shares has been received and the relevant statutory registration procedures have since been completed.
(ii) Capital surplus
The balances of capital surplus as of December 31, 2022 and 2021, were as follows:
| Share capital premium Stock options-fair value differences of associate under equity method Unclaimed dividend |
December 31, 2022 $ 2,879,453 157,189 507 |
December 31, 2021 2,675,703 157,208 507 |
|---|---|---|
| $ 3,037,149 |
2,833,418 |
(Continued)
~179~
47
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
’ ’ According to the Company s Article, net earnings should be used to offset the prior year s deficits, if any, before paying any income taxes. 10% of retained earnings will be as legal reserve. The rest of the amount and undistributed surplus will be allocated on the basis of the allocation plan proposed by the Board of Directors and submitted to stockholders for approval.
Due to demand of expanding business, coordinating with Group’s long-term financial plan for sustainable development and stable economic development, The Group adopts Residual Dividend Policy. The main purpose for this policy is to measure financial demand that based on budget of future capital. The steps of distributions are as below: (1)The best capital budget. (2) Determine the financing required to meet the capital budget in the preceding paragraph. (3) Determine the amount of financing required to be financed by retained surplus (the remaining can be financed by cash increase or corporate bonds). (4) The remaining surplus can be distributed to shareholders in the form of dividends after retaining an appropriate amount according to operational needs. The distribution of future dividends takes into account the use of funds, and draws up an appropriate ratio of cash to stock dividends for the current year, in which cash dividends are 50% to 100%, and stock dividends are 50% to zero.
1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders’ equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders ’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
(Continued)
~180~
48
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The company’s "other equity" item under the equity item on December 31, 2020 was positive and a resolution was passed during the general meeting of shareholders held on July 29, 2021 made a special surplus of $174,327 thousand.
As of December 31, 2022 and 2021, there was no special reserve.
- 3) Earnings distribution
Earnings distribution for 2022 and 2021 was decided by the resolution adopted, at the general meeting of shareholders held on June 21, 2022 and July 29, 2021, respectively. There was no earnings distribution for the years ended December 31, 2021 and 2020 due to losses.
- (iv) Other comprehensive income accumulated in reserves, net of tax and non-controlling interest
| Balance at January 1, 2022 Exchange differences on foreign operations The Company Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income: The Company Subsidiary Associate Remeasurement of defined benefits plan: The Company Associate Unearned employee compensation: Associate Balance at December 31, 2022 |
Exchange differences on translation of foreign financial statements $ 33,030 33,813 - - - - - - |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 306,303 - 108,800 14,430 14,394 - - - |
Remeasure -ment of defined benefits plan (180,238) - - - - (59,674) 1,966 - |
Unearned employee compensation (334) - - - - - - 334 |
Total 158,761 33,813 108,800 14,430 14,394 (59,674) 1,966 334 |
|---|---|---|---|---|---|
| $ 66,843 |
443,927 | (237,946) | - | 272,824 |
(Continued)
~181~
49
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
| Balance at January 1, 2021 Exchange differences on foreign operations: The Company Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income: The Company Subsidiary Associate Remeasurement of defined benefits plan: The Company Associate Unearned employee compensation: Associate Disposal of investments in equity instruments designated at fair value through other comprehensive income: The Company Subsidiary Balance at December 31, 2021 |
Exchange differences on translation of foreign financial statements $ 41,694 (9,158) - - - - - - 494 - - |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 232,996 - 58,857 19,012 231 - - - (1,016) 486 (4,263) |
Remeasure -ment of defined benefits plan (182,812) - - - - 3,066 (752) - 260 - - |
Unearned employee compensation (2,622) - - - - - - 2,233 55 - - |
Total 89,256 (9,158) 58,857 19,012 231 3,066 (752) 2,233 (207) 486 (4,263) |
|---|---|---|---|---|---|
| $ 33,030 |
306,303 |
(180,238) | (334) | 158,761 |
(q) Shared-based payment
(i) The Company had the following share-based payment in 2022, and there were no such transactions in 2021.
| Aggrement | Giving Day | Total Giving Units (Thousand) |
Contract Period (Year) |
Vested **Condition ** |
|---|---|---|---|---|
| Cash capital increase reserved for employee subscription |
2022.07.06 | 5,000 | - |
Immediately vested |
(Continued)
~182~
50
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (ii) Information on the cash increase of employee stock option is as follows:
| 2022 Cash capital increase of Employee stock options |
Units (Thousand shares) |
|---|---|
| Granted during the year (number) Exercise during the year (number) Expired during the year (number) Fair value of stock options per share granted during the period |
(iii) The Company used the option valuation model to estimate the fair value of the stock options for the former share-based transactions, and the parameters used for the valuation model were as follows:
| Price at grant date Exercise price Expected volatility (%) Expected life of the option Risk-free interest rate (%) |
2022 |
|---|---|
| 15.10 14 34.46% 33 Days 1.2718% |
(iv) Employee expense
The Company recognized the operating expenses of $5,500 thousand for the cash increase of employee stock options for the year ended December 31, 2022. There was no such transaction in 2021.
(Continued)
~183~
51
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(r) Earnings per share
The details on the calculation of basic earnings per share and diluted earnings per share as of December 31, 2022 and 2021 as follow:
| Basic earnings per share: Profit/(loss) attributable to ordinary shareholders of the Company Weighted average number of ordinary shares (in thousand of shares) Diluted earnings per share: Profit/(loss) attributable to ordinary shareholders of the Company Weighted average number of ordinary shares (basic) Effect of employee share bonus Weighted average number of ordinary shares (diluted) (in thousand of shares) |
2022 $ 413,326 |
2021 (242,117) |
|---|---|---|
638,996 |
619,407 |
|
$ 0.65 |
(0.39) |
|
$ 413,526 $ - 638,996 522 639,518 $ 0.65 |
The net income for 2021 was negative and there was no potential for dilution common stock.
(s) Revenue from contracts with customers
(i) Details of revenue
| Major products/services lines: Level Layer of 2 HDI Level Layer of 4 HDI Level Layer of 6 HDI Level Layer of 8 HDI More than 10 Layers Others |
2022 $ 293,896 1,906,490 3,231,465 3,477,897 8,366,070 147,683 |
2021 305,618 2,221,289 3,344,596 2,419,190 5,067,056 143,820 |
|---|---|---|
$ 17,423,501 |
13,501,569 |
(ii) Contract balances
| Trade receivables Accounts receivables Less: allowance for impairment |
December 31, 2022 $ 11,289 4,338,089 (2,162) |
December 31, 2021 5,510 4,129,691 (22,971) |
January 1, 2021 5,922 4,015,019 (12,284) 4,008,657 |
|---|---|---|---|
$ 4,347,216 |
4,112,230 |
(Continued)
~184~
52
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
For the disclosure of notes and accounts receivable and their impairment, please refer to Note
6(d).
- (t) Employee compensation and directors' remuneration
In accordance with the Articles of incorporation the Company should contribute 1% to 5% of the profit as employee compensation and no more than 3% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
For the years ended December 31, 2022, the Company estimated its employee remuneration amounting to $9,000 thousnad, and directors' and supervisors' remuneration amounting to $4,500 thousand. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during 2022. The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions for 2022.
Due to the loss, there is no surpulus to be allocated. Therefore, the Company did not accrue the remuneration to employee and directors in 2021. Relevant information can be inquired at the Public Information Observatory.
-
(u) Non-operating income and expenses
-
(i) Interest income
The details of interest income were as follows:
| The details of interest income were as follows: | ||
|---|---|---|
| Interest income from bank deposits Other interest income |
2022 $ 4,137 3 |
2021 1,610 3 |
| $ 4,140 |
1,613 |
- (ii) Other income
The details of other income were as follows:
| Compensation income Design income Subsidy Other income Dividend income |
2022 $ 14,663 35,321 20,149 29,152 5,837 |
2021 2,399 25,634 2,083,146 34,044 5,306 |
|---|---|---|
$ 105,122 |
2,150,529 |
(Continued)
~185~
53
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
In order to coordinate with Shanghai City Government for the land project, Shanghai Unitech Electronics Co., Ltd. entered into an agreement with Xujing Town Land Expropriation Office in April 2018 for the acquisition of land-use right, relocation of plant, and compensation of laying off of its employees. The total amount of government subsidy the Group had received was $1,816,447 thousand (CNY 415,460 thousand) in 2019 and 2020, and $ 1,345,475 thousand (CNY 310,002 thousand) in 2021. Furthermore, Shanghai Unitech Electronics Co., Ltd. had completed the estimation of the amounts related to its obligation of soil remediation and handover of land, had recognized the amount of $1,961,474 thousand (CNY 452,391 thousand) as government subsidy in 2021, resulting in its recognition of the total operating expenses and other losses related to laying-off employees, relocation of plant, and disposal of equipment of $107,372 thousand (CNY24,764 thousand) and $1,076,608 thousand (CNY 248,307 thousand), in 2021 and during 2019 to 2020, respectively.
Since Shanghai Unitech Electronics (Nantong) Co. meets the conditions for upgrading and restructuring of local industries, the Group has applied for subsidies from the government and recognized government subsidies amounting to $27,643 thousand (CNY 6,369 thousand) in 2021.
(iii) Other gains and losses
The details of other gains and losses were as follows:
| Foreign exchange gains (losses) Gain on disposal of investment accounted for using equity method Losses on disposal of property, plant and equiment Compensation losses Others Miscellaneous disbursements |
2022 $ 222,147 - 1,926 (7,934) - (21,092) (3,483) |
2021 (13,283) 8,324 7,549 (6,409) (2,131) (423) (117) |
|---|---|---|
$ 191,564 |
(6,490) |
(iv) Financial costs
The details of finance costs were as follows:
| Interest expense on borrowings Handling fee Interest expense on lease liabilities Less: interest capitalization |
2022 $ 249,044 3,287 6,721 (82,998) |
2021 203,523 4,120 8,326 (99,822) |
|---|---|---|
$ 176,054 |
116,147 |
(Continued)
~186~
54
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(v) Financial instruments
-
(i) Credit risk
-
1) Credit risk exposure
The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk.
- 2) Concentration of Credit risk
During 2022, the Group has a large customer base, it has not concentrated on transactions with a single customer. Therefore, there was no concentration of credit risk in its trade ’ receivables. To minimize credit risk, the Group periodically evaluates the Group s financial positions.
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| December 31,2022 Non-derivative financial liabilities Short-term borrowings Trade payables Other payable Leases liabilities Long term borrowings, current portion Long-term borrowings December 31,2021 Non-derivative financial liabilities Short-term borrowings Trade payables Other payable Lease liabilities Long term borrowings, current portion Long-term borrowings |
Carrying amount |
Contractual cash flows |
Within 12 months |
1-5 years | Over 5 years - - - 11,650 - - |
|---|---|---|---|---|---|
$ 1,627,615 2,426,512 1,151,096 315,303 2,414,093 4,291,133 |
1,642,888 2,426,512 1,151,096 335,432 2,450,780 4,545,416 |
1,642,888 2,426,512 1,151,096 96,824 2,450,780 112,407 |
- - - 226,958 - 4,433,009 |
||
$ 12,225,752 |
12,552,124 |
7,880,507 |
4,659,967 |
11,650 |
|
$ 1,539,329 2,771,734 905,757 421,929 1,109,230 6,234,031 |
1,552,430 2,771,734 905,757 442,338 1,121,143 6,747,054 |
1,552,430 2,771,734 905,757 118,768 1,121,143 166,094 |
- - - 271,791 - 6,580,960 |
- - - 51,779 - - |
|
$ 12,982,010 |
13,540,456 |
6,635,926 |
6,852,751 |
51,779 |
The Group did not expect that the timing of cash flow analysis expiary date will be early apparently, or the actual amount will be different apparently.
(Continued)
~187~
55
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(iii) Currency risk
- 1) Exposure to foreign currency risk
The Group’s significant exposure to foreign currency risk were as follows:
| F | inancial assets: Monetary items USD JPY CNY inancial liabilities: Monetary items USD EUR JPY CNY |
December 31, 2022 | December 31, 2021 | TWD 4,743,705 68 290,784 3,225,659 9,263 19,194 120,569 |
|||
|---|---|---|---|---|---|---|---|
| Foreign currency |
Exchange rate | **TWD ** | Foreign currency |
Exchange rate | |||
| $ 181,636 506 72,639 $ 105,715 - 82,320 33,505 |
USD/TWD 30.71 JPY/TWD 0.23 CNY/TWD 4.41 USD/TWD 30.71 EUR/TWD 32.72 JPY/TWD 0.23 CNY/TWD 4.41 |
5,578,052 118 320,191 3,246,496 - 19,131 147,692 |
171,373 281 66,939 116,534 296 79,808 27,755 |
USD/TWD 27.68 JPY/TWD 0.24 CNY/NTD 4.34 USD/TWD 27.68 EUR/TWD 31.32 JPY/TWD 0.24 CNY/TWD 4.34 |
|||
F |
|||||||
- 2) Sensitivity ananlysis
The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade and other receivables, financial assets at fair value through other comprehensive income, loans and borrowings; and trade and other payables that are denominated in foreign currency.
A strengthening (weakening) of 1% of the NTD against the USD, EUR, JPY and CNY as of December 31, 2022 and 2021 would have increased (decreased) the equity by $19,872 thousand and 13,279 thousand. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the reporting date. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases.
- 3) Foreign exchange gain and loss on monetary items
Since the Group has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For years 2022 and 2021, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $222,147 thousand and (13,283) thousand respectively.
(iv) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.
(Continued)
~188~
56
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.
If the interest rate had increased or decreased by 1% basis points, the Group’s net profit would have increased or decreased by $83,701 and 84,453 thousand for 2022 and 2021 with all other variable factors remaining constant. This is mainly due to the Group’s borrowing at variable rates and investment in variable-rate bills.
(v) Other market price risk
For the years ended December 31, 2022 and 2021, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:
| Prices of securities at the reporting date Increasing 1% Decreasing 1% |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 6,708 - 5,475 - |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 6,708 - 5,475 - |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 6,708 - 5,475 - |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 6,708 - 5,475 - |
|---|---|---|---|---|
| 2022 | Net income - |
|||
| Other comprehensive income after tax $ 6,708 |
Other comprehensive income after tax 5,475 |
|||
$ (6,708) |
- |
(5,475) |
- |
-
(vi) Fair value of financial instruments
-
1) Fair value hierarchy
The fair value of financial assets and liabilities at fair value through profit or loss, financial instruments used for hedging, and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
(Continued)
~189~
57
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost Cash and cash equivalents Notes receivable Trade receivable Other receivable Other receivable-related party Other financial asset Subtotal Total Financial liabilities measured at amortized cost Bank loans Trade payable Other payable Lease liabilities Subtotal Total Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Cash and cash equivalents Notes receivable Trade receivable Other receivable Other receivable-related party Other financial asset Subtotal Total |
December 31, 2022 | December 31, 2022 | December 31, 2022 | Total 103,462 670,766 - - - - - - - 774,228 - - - - - - Total 59,073 547,536 - - - - - - - 606,609 |
|
|---|---|---|---|---|---|
| Book Value $ 103,462 |
Fair value | ||||
| Level 1 103,462 |
Level 2 - |
Level 3 - |
|||
$ 670,766 |
561,000 |
- |
109,766 | ||
744,162 11,289 4,335,927 66,629 675 3,750 |
- - - - - - |
- - - - - - |
- - - - - - |
||
5,162,432 |
- |
- | - | ||
$ 5,936,660 |
664,462 |
- |
109,766 | ||
$ 8,332,841 2,426,512 1,151,096 315,303 |
- - - - |
- - - - |
- - - - |
||
12,225,752 |
- |
- | - | ||
$ 12,225,752 |
- |
- | - | ||
December 31, 2021 |
|||||
| Book Value $ 59,073 |
Fair value | ||||
| Level 1 59,073 |
Level 2 - |
Level 3 - |
|||
547,536 |
452,200 |
- |
95,336 | ||
612,449 5,510 4,106,720 4,687 594 4,134 |
- - - - - - |
- - - - - - |
- - - - - - |
||
4,734,094 |
- |
- | - | ||
$ 5,340,703 |
511,273 |
- |
95,336 |
(Continued)
~190~
58
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
| Financial liabilities measured at amortized cost Back loans Trade payable Other payable Lease liabilities Subtotal Total |
December 31, 2021 | December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Book Value $ 8,882,590 2,771,734 905,757 421,929 |
Fair value | ||||
| Level 1 - - - - |
Level 2 - - - - |
Level 3 - - - - |
Total | ||
| - - - - |
|||||
12,982,010 |
- |
- | - | - | |
$ 12,982,010 |
- |
- | - | - |
- 2) Valuation techniques for financial instruments not measured at fair value
The Group’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:
- a) Financial assets measured at amortized cost
If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.
- b) Financial assets and financial liabilities measured at amortized cost
If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.
-
3) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
-
The Group’s financial instruments that use Level 3 inputs to measure fair value include “financial assets measured at fair value through profit or loss – debt investments” and
-
“ ” fair value through other comprehensive income – equity investments .
(Continued)
~191~
59
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
Quantified information of significant unobservable inputs was as follows:
| Item Financial assets at fair value through other comprehensive income equity investments without an active market |
Valuation technique Comparable public and company method |
Significant unobservable inputs ‧Price-Earnings ratio (2022.12.31:1.28、 2021.12.31:1.30) ‧Lack of market liquidity discount rate (2022.12.31:8.81%、 2021.12.31: 12.78%) |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| ‧Higher the rate, higher the fair value ‧Lack of market liquidity, the higher the discount, the lower the fair value |
- 4) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions.
The Group's measurement on the fair vlaue of financial instruments may change if different valuation models or inputs are used.For fair value measuerments in Level 3, changing one or more of the assumptions would have the following effects on other comprehensive income:
| income: | ||||
|---|---|---|---|---|
| December 31, 2021 Financial assets fair value through other comprehensive income December 31, 2020 Financial assets fair value through other comprehensive income |
Input | Change in A |
Other Compehase income favour unfavour $ 5,147 5,147 |
|
| Value Multiplier Equity Multiplier Value Multiplier Equity Multiplier |
5% 5% 5% 5% |
5,147 |
||
$ 2,388 |
2,388 |
|||
$ 82,000 |
95,940 |
|||
$ 56,580 |
56,580 |
|||
The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
-
(w) Financial risk management
-
(i) Overview
The Group have exposures to the following risks from its financial instruments:
-
1) credit risk
-
2) liquidity risk
-
3) market risk
(Continued)
~192~
60
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.
(ii) Structure of risk management
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group ’ s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’ s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
(iii) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial ’ instrument fails to meet its contractual obligations, and arises principally from the Group s receivables from customers and investments in debt securities.
The main potential credit risk of the Group is derived from financial products, such as accounts receivable, but the main sales target are world-renowned manufacturers. In order to reduce the credit risk, the merged company also regularly evaluates the customer’s operating conditions and the possibility of recovery for period receivables. Because the customer has a large customer base and has a good reputation of profit and credit history, there is no risk of concentration on the credit risk of the consolidated company's accounts receivable.
1) Investments
The exposure to credit risk for the bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Group’s finance department. The Group only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Group does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.
2) Guarantees
The Group’s policy is to provide financial guarantees only to wholly owned subsidiaries. At December 31, 2022, no other guarantees were outstanding (2021: none).
(Continued)
~193~
61
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (iv) Liquidity risk
The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group’s management supervises the banking facilities and ensures compliance with the terms of loan agreements.
Loans and borrowings from the bank form an important source of liquidity for the Group. As of December 31, 2022 and 2021, the Group’s unused credit line were amounted to $4,457,922 thousand and $5,137,242 thousand, respectively.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
1) Currency risk
The Group is exposed to currency risk on sales, purchases, and borrowings that are ’ denominated in a currency other than the respective functional currencies of the Group s entities, primarily the NTD, US Dollar (USD), and Chinese Yuan (CNY). The currencies used in these transactions are the NTD, USD and CNY.
For the company that use the NTD as their functional currency, all borrowed CNY and USD loans will use forward contracts with the same maturity date as the loan repayment date for hedging.
Loan interest is priced in the currency of the principal of the loan. Generally speaking, the currency of the borrowing is the same as the currency of the cash flow generated by the operation of the consolidated company, mainly in the NTD, except for CNY and USD. In this case, economic hedging is provided without the need to sign derivatives, so hedging accounting is not adopted.
Regarding other monetary assets and liabilities denominated in foreign currencies, when short-term imbalance occurs, the Group buys or sells foreign currencies at real-time exchange rates to ensure that the net risk of risk remains at an acceptable level.
2) Interest rate risk
This is achieved partly by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of variability in cash flows attributable to movements in interest rates.
3) Other market price risk
The Group is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Group does not actively trade in these investments as the management of the Group minimizes the risk by holding different investment portfolios.
(Continued)
~194~
62
Unitech Printed Circuit Board Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
(x) Capital management
The Group’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
As of December 31, 2022 the Group’s capital management strategy is consistent with the prior year as of December 31, 2021 . The Group’s debt-to-equity ratio at the end of the reporting period as of December 31, 2022 and 2021 are as follows:
| Total liabilities Less: cash and cash equivalents Net debt Total equity Debt-to-equity ratio at December 31 |
December 31, 2022 $ 12,670,380 (744,162) |
December 31, 2022 $ 12,670,380 (744,162) |
December 31, 2021 13,568,846 (612,449) |
|---|---|---|---|
$ 11,926,218 |
12,956,397 |
||
$ 10,724,363 |
9,493,243 |
||
111.21% |
136.48% |
(y) Investing and financing activities not affecting current cash flow
| Long-term borrowings(including current portion long-term borrowings) Short-term borrowings Lease liabilities Total liabilities from financing activities Short-term notes payable and bills payable Long-term borrowings(including current portion long-term borrowings) Short-term borrowings Lease liabilities Total liabilities from financing activities |
2022.1.1 Cash flows $ 7,343,261 (982,610) 1,539,329 308,926 421,929 (133,299) |
Non-cash changes Exchange rate changes lease payment change Other December 31, 2022 (344,575) - - 6,016,076 (220,610) - - 1,627,645 - 26,673 - 315,303 |
|---|---|---|
$ 9,304,519 (806,983) |
(565,185) 26,673 - 7,959,024 |
|
2021.1.1 Cash flows $ 69,991 (69,991) 7,044,733 327,346 919,996 639,886 506,788 (122,665) |
Non-cash changes Exchange rate changes Lease payment change Other December 31, 2021 - - - - (28,818) - - 7,343,261 (20,553) - - 1,539,329 - 29,480 8,326 421,929 |
|
$ 8,541,508 774,576 |
(49,371) 29,480 8,326 9,304,519 |
(Continued)
~195~
63
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(7) Related-party transactions
- (a) Parent company and ultimate controlling company
The company is both the parent company and the ultimate controlling party of the Group.
- (b) Names and relationship with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
| the consolidated financial statements. | |
|---|---|
| Name of related party | Relationship with the Group |
| CHANG, YUAN-MING | President of the company |
| CHEN, CHENG-HSIUNG | Director of the company |
| Fulltech Fiber Glass Corp. | An associate |
| Ideal Bike Corporation | The entity’s president is the second immediate |
| family of the president of the Company | |
| Unitech Printed Circuit Humanities and | The entity’s president is the first immediate |
| Education Foundation | family of the president of the Company |
| Taiwan Federation of commerce | The entity’s chairman is the first immediate |
| family of the president of the Company | |
| Pan-Pacific & Southeast Asia Women’s | The entity’s chairman is the first immediate |
| Association Ppseawa Taiwan R.O.C. | family of the president of the Company |
| TESD Foundation | The entity’s president is the first immediate |
| family of the president of the Company | |
| Taiwan Coalition of Service Industries | The entity’s chairman is the president of the |
| Company | |
| The Business Development Foundation on the | The entity’s Vice-president is the president of the |
| Chinese Straits | Company |
-
(c) Significant transactions with related parties
-
(i) Loans and guarantee to Related Parties
- December 31, 2022 and 2021, the related parties had provided a guarantee for loans taken out by the Group.
-
(ii) As of December 31, 2022 and 2021, other receivables raised due to collection and payment and various expense between the Group and related parties is $675 thousand and $594 thousand respectively which were classified into on account other receivables-related parties.
-
(iii) As of December 31, 2022 and 2021, donation to associates is $3,600 thousand and $4,300 thousand respectively, which were classified into under the item “ Selling expenses and ”
-
administrative expenses .
(Continued)
~196~
64
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (d) Key management personnel compensation
Key management personnel compensation comprised:
Short-term employee benefits
| 2022 | 2021 |
|---|---|
| $ 80,433 |
58,637 |
(8) Pledged assets
The carrying values of pledged assets were as follows:
| Pledged assets | Object | December 31, 2022 $ 407,228 1,685,689 134,397 2,510,768 1,265 46,557 174,800 $ 4,960,704 |
December 31, 2021 407,228 1,712,050 135,234 2,935,996 1,655 46,491 181,300 |
|---|---|---|---|
| Land Building and construction Right-of-used assets Machinery and equipments Other equipment Certificate of deposit (Note 1) Stock (Note 2) |
Short-term and long-term borrowings Short-term and long-term borrowings Long-term borrowings Long-term borrowings Long-term borrowings Bureau of Costoms’endorsement, Letzer Industrial Park deposit, Loung Te Industrial Park deposit Short-term borrowings |
||
5,419,954 |
“ ” (Note1) Classified into the account of Refundable Deposits .
“ ” (Note2) Classified into the account of Investment accounted for using equity method .
(9) Significant commitments and contingencies:
-
(a) As of December 31, 2022, the total amount of the significant machinery and equipment contracts signed by the Group was approximately $724,229 thousand, and the payment of $595,861 thousand was classified into “Property, Plant and Equipment” and “Prepaid Equipment”.
-
(b) The Group’s outstanding standby letter of credit are as follows:
| USD JPY EUR |
December 31, 2022 $ 1,037 |
December 31, 2021 569 13,920 264 |
|---|---|---|
$ 23,120 |
||
$ 92 |
(Continued)
~197~
65
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
- (c) The Group and other 9 companies that are also shareholders of Capital Securities Corp. (hereinafter referred to as Capital Securities), entered into an agreement with Capital Securities Corp. (hereinafter referred to as Capital Securities) stipulating that the issue of investor compensation for the dispute over the sale of GVEC private investment products within $173,000 thousand by employees of Jinding Securities in 2005 will be handled by Capital Securities Corp. as a priority; the rest and risks will be dealt with by the signing of the agreement The book company is responsible for handling. However, the content and scope of "responsible processing" are not clearly defined, and the relevant cases are still in progress. Therefore, the Group is unlikely to be liable for compensation and should not have a significant impact on the company's shareholders' equity.
(10) Losses Due to Major Disasters:None
(11) Subsequent Events:
The Group's board of directors resolved to apply to the Industrial Development bureau MOEA for the purchase of land which located on Lizhe Industrial Park, Wujie Township, Yilan conty for a total contract of $836,572 thousand at January 13, 2023.
(12) Other:
- (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| By funtion By item |
2022 | 2021 | ||||
| Cost of Sale |
Operating Expense |
Total | Cost of Sale |
Operating Expense |
Total | |
| Employee benefits | ||||||
| Salary | 3,302,681 | 695,217 |
3,997,898 | 2,853,800 | 621,785 |
3,475,585 |
| Labor and health insurance | 312,559 |
52,116 |
364,675 |
286,261 |
50,079 |
336,340 |
| Pension | 176,100 | 45,162 |
221,262 |
154,404 |
44,100 |
198,504 |
| Remuneration of directors | - |
5,490 | 5,490 |
- |
5,525 | 5,525 |
| Others | 128,595 | 71,301 |
199,896 |
138,378 |
64,904 |
203,282 |
| Depletion | 1,414,908 | 111,698 |
1,526,606 | 1,269,591 | 137,817 |
1,407,408 |
| Amortization | 28,241 | 31,157 |
59,398 |
19,409 |
16,301 |
35,710 |
(Continued)
~198~
66
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(13) Other disclosures:
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group:
- (i) Loans to other parties:
==> picture [608 x 205] intentionally omitted <==
----- Start of picture text -----
(In Thousands of New Taiwan Dollars)
Highest Collateral
balance Actual Range of Purposes Transaction
of financing to usage interest rates of fund amount for Reasons
other parties amount during the financing business for Individual Maximum
Name of Name of Account Related during the Ending during the period for the between two short-term Allowance funding limit of
Number lender borrower name party period balance period borrower parties financing for bad debt Item Value loan limits fund Note
(Note3) (Note 2) financing
(Note 2)
1 The Unitech BVI Other Yes 278,010 276,390 173,512 2.0%~2.2% 2 - Reduce the - - - 1,072,436 2,144,873 Note 1
Company receivable- Group
related finance
parties costs
2. Shanghai Shanghai Other Yes 1,050,572 357,048 357,048 3.65%~4.0% 2 - General - - - 3,247,829 3,247,829 Note 1
Unitech Unitech receivable- operating
Electronics Electronics related and retrrn
Co., Ltd. (Nontong) Co., parties the loan
Ltd.
----- End of picture text -----
Note 1: The inter-ompany transactions have been eliminated in the consolidated statements.
Note 2: The subsidiary directly or indirectly holds 100% of the voting shares to engage in capital lending between foreign companies, subject to the limit of 100% of the company's net worth.
Note 3: The filling method of capital loan and nature is as follows:
-
(1) Fill in 1 for those who have business dealings.
-
(2) Fill in 2 if there is a need for short-term financing.
(ii) Guarantees and endorsements for other parties:
(In Thousands of New Taiwan Dollars)
| No. (Note1) |
Name of guarantor |
Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise (Note 3 and 5) |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements (Note 4 and 6) |
Parent company endorsements/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationshi p with the Company (Note2) |
||||||||||||
| 0 | The Company |
Unitech BVI |
2 | 5,362,181 | 896,960 |
656,520 |
92,130 |
- |
6.12% | 8,579,490 |
Y |
N | N |
| 0 | The Company |
Shanghai Unitech Electronics Co., Ltd. |
2 |
5,362,181 | 442,125 |
368,520 |
368,520 |
- |
3.44% | 8,579,490 |
Y |
N | Y |
| 0 | The Company |
Shanghai Unitech Electronics (Nontong) Co., Ltd. |
2 |
5,362,181 | 979,980 |
939,370 |
812,735 |
- |
8.76% | 8,579,490 |
Y |
N | Y |
| 1 | Shanghai Unitech Electronics Co., Ltd. |
Shanghai Unitech Electronics (Nontong) Co., Ltd. |
2 |
3,247,829 | 1,760,382 |
1,720,873 |
1,720,873 |
- |
52.99% | 6,495,658 |
Y |
N | Y |
Note1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows: (a) The Company is ‘0’.
(b) The subsidiaries are numbered in order starting from ‘1’.
Note2: 7 forms of relationships in which corporate guarantees exist are defined as follows:
(Continued)
~199~
66
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(a) Entities have business relations with Company.
(b) The Company directly or indirectly holds more than 50% of voting shares of its subsidiaries.
(c) Investees directly or indirectly own more than 50% of voting shares of the Company
(d) The Company directly or indirectly holds 90% of voting shares of its subsidiaries.
(e) Entities have construction contract agreements with the Company.
(f) The reason for the Company jointly invested in the entities is to provide proportionate endorsements.
(g) The Company has contractual pre sold home agreements with its related parties under the Consumer Protection Law.
(Continued)
~200~
67
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Note3: The Company’s aggregate amount allows endorsement or guarantee that does not exceed 50% of its net worth in December 31, 2022. Note4: The Company’s aggregate amount allows endorsement or guarantee that does not exceed 80% of its net worth in December 31, 2022. Note5: The Subsidiaries aggregate amount allows endorsement or guarantee that does not exceed 100% or its net worth in December 31, 2022. Note6: The Subsidiaries aggregate amount allows endorsement or guarantee that does not exceed 200% of its net worth in December 31, 2022.
(iii) Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and joint ventures):
(Amounts in Thousands of New Taiwan Dollars/Shares)
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Ending balance | Ending balance | Highest Percentage of ownership (%) |
Note |
|---|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value | Percentage of ownership (%) |
Fair value | ||||||
| The Company | Ideal Bike Corporation |
Related party | Financial assets at fair value through other comprehensive income non-current |
34,000 | 561,000 |
11.27% |
561,000 |
11.35% |
|
| DA TAI Investment Co., Ltd. |
ANCAD, INC |
- | " | 26 | - |
2.02% | - |
2.02% | |
| DA TAI Investment Co., Ltd. |
Taiwan First Biotechnology Inc |
- | " | 5,306 | 109,766 |
4.00% |
109,766 |
4.00% |
|
| DA-TAI Investment Co., Ltd. |
Jih Sun Money Market Fund |
- |
Current financial assets at fair value through profit or loss |
949 | 14,295 |
- % |
14,295 |
- % |
|
| Shanghai Unitech Electronics Co.,Ltd. |
Financial Product | - |
" | - | 89,167 | - % |
89,167 |
- % |
- (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:
| capital | stock: | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
Category and name of security (Note1) |
Account name |
Name of counter-party (Note2) |
Relationship with the company (Note2) |
Beginning Balance | Purc | hases | Sales | Ending Balance | ||||||
| Shares | Amount | Shares | Amount | Shares | Price | Cost | Gain (loss) on disposal |
Shares |
Amount | Note | |||||
| Unitech HK | Shanghai Unitech Electronics (Nontong) Co., Ltd. |
Investments accounted for using equity method |
Note 3 |
Subsidiary | - |
- | - | 20,000 | - |
- | - | - | - | 20,000 | Note 4 |
| Shanghai Unitech Electronics Co., Ltd. |
Financial Product |
Current financial assets at fair value through profit or loss |
Bank of communication s |
None |
- | - | - | 20,000 | - |
- | - | - | - | 20,000 | Note 5 |
| Shanghai Unitech Electronics Co., Ltd. |
Financial Product |
Current financial assets at fair value through profit or loss |
Bank of communication s |
None |
- | - | - | 30,104 | - |
30,115 | 30,104 |
11 |
- |
- | Note 5 |
| Shanghai Unitech Electronics Co.,Ltd. |
Financial Product |
Current financial assets at fair value throughprofit |
Bank of communication s |
None |
- | - | - | 30,000 | - |
30,015 | 30,000 |
15 |
- |
- | Note 5 |
(Continued)
~201~
67
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
or loss
Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates and securities derived from the above items Note 2: Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leaves the columns blank.
Note 3: Issuance of ordinary shares of cash.
Note 4: The transaction currency is USD(thousands).
Note 5: The transaction currency is CNY (thousands)
(Continued)
~202~
68
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Related party | Nature of relationship |
Transaction details | Transaction details | Transaction details | Transaction details | Transactions with terms different from others |
Transactions with terms different from others |
Notes/Accounts receivable (payable) |
Notes/Accounts receivable (payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | Percentage of total purchases/sales |
Payment terms (Note 2) |
Unit price | Payment terms (Note 2) |
Ending balance | Percentage of total notes/accounts receivable (payable) |
||||
| The Company | Shanghai Unitech Electronics (Nontong) Co., Ltd. |
Subsidiary | Purchase | 3,476,985 | 37.16% |
- |
- | - | (1,315,816) | (44.54)% |
Note 1 |
| Shanghai Unitech Electronics (Nontong) Co., Ltd.Ltd. |
The Company | The Parent company |
Sale |
(3,476,985) | (74.29)% |
- |
- | - | 1,315,816 | 76.86% |
Note 1 |
Note 1: The inter-company transactions have been eliminated in the consolidated statements.
Note 2: There is no significant difference between the transaction price and payment conditions of the sales between the related party and the general sales. According to the rules, the terms of the transaction are determined through negotiation between the each other.
(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue | Overdue | Amounts received in subsequent period |
Allowance for bad debts |
Note |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Unitech BVI | Subsidiary | 173,824 | - |
- | - | - | - | Note |
Shanghai Unitech Electronics (Nontong) Co., Ltd. |
Subsidiary | 364,149 | - |
- | - | - | - | Note |
The Company |
The parent company |
1,315,816 |
3.04 |
- |
- | 281,592 (USD 9,287 thousand) |
- |
Note |
Note: The inter-company transactions have been eliminated in the consolidated statements.
-
(ix) Trading in derivative instruments: None.
-
(x) Business relationships and significant intercompany transactions:
(In Thousands of New Taiwan Dollars)
| No Note1) |
Name of company | Name of counter-party | Nature of relationship (Note2) |
Intercompany transactions | Intercompany transactions | ||
|---|---|---|---|---|---|---|---|
| Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 0 |
The Company | Unitech BVI | 1 | Interest Revenue | 394 | - |
-% |
| 0 |
The Company | Unitech BVI | 1 | Other Receivable | 173,824 |
- |
0.74% |
| 0 |
The Company | Shanghai Unitech Electronics (Nontong) Co., Ltd. |
1 |
Sales | 70,729 | - |
0.41% |
(Continued)
~203~
68
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 0 | The Company | Shanghai Unitech Electronics (Nontong) Co., Ltd. |
1 |
Accounts Receivable |
20,375 |
- |
0.09% |
|---|---|---|---|---|---|---|---|
| 1 | Shanghai Unitech Electronics Co., Ltd. |
Shanghai Unitech Electronics (Nontong) Co., Ltd. |
3 |
Other Receivable | 364,149 |
- |
1.56% |
(Continued)
~204~
69
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
==> picture [569 x 315] intentionally omitted <==
----- Start of picture text -----
Nature of Intercompany transactions
Percentage of the
consolidated net revenue
No Name of company Name of counter-party relationship Account name Amount Trading terms or total assets
(Note1) (Note 2)
1 Shanghai Unitech Shanghai Unitech 3 Other Revenue 66,592 - 0.38%
Electronics Co., Ltd. Electronics (Nontong) Co.,
Ltd.
1 Shanghai Unitech Shanghai Unitech 3 Accounts 3,641 The payment terms are based on the 0.02%
Electronics Co., Ltd. Electronics (Nontong) Co., Receivable loose funds.
Ltd.
1 Shanghai Unitech Shanghai Unitech 3 Interest Revenue 19,433 - 0.11%
Electronics Co., Ltd. Electronics (Nontong) Co.,
Ltd.
2 Shanghai Unitech The Company 2 Sales 3,476,985 - 19.96%
Electronics (Nontong)
Co., Ltd.
2 Shanghai Unitech The Company 2 Accounts 1,315,816 - 5.63%
Electronics (Nontong) Receivable
Co., Ltd.
3 Unitech BVI Unitech HK 3 Other Receivable 2,321 - 0.01%
----- End of picture text -----
Note 1: Company numbering as follow: (1). Parent company 0
(2). Subsidiaries starting from 1.
Note 2: Relationship:
(1). Transaction between the Parent Company and the subsidiary.
(2). Transaction between the subsidiary and the Parent Company.
(3). Transaction between the subsidiary and the subsidiary.
Note 3: Only disclouse sales, revenues and receivables.
Note 4: There is no significant difference between the transaction price and payment conditions of the sales between the parent company and the general sales.According to the rules, the terms of the transaction are determined through negotiation between each other.
(b) Information on investees:
The following is the information on investees for the years ended December 31, 2022 (excluding information on investees in Mainland China):
(Unit: thousand shares)
| Name of investor | Name of investee | Location | Main businesses and products |
Original investment amount | Original investment amount | Balanceas of December31,2022 | Balanceas of December31,2022 | Balanceas of December31,2022 | Highest Percentage of wnership |
Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
Shares (thousands) |
Percentage of wnership |
Carrying value |
||||||||
| The Company | Unitech BVI | British Virgin Islands |
Reinvestment |
2,509,779 | 2,414,937 |
3.90 |
100.00% |
3,602,257 |
100.00% |
(54,959) |
(75,431) |
Note 1 |
| The Company | DA-TAI Investment Co., Ltd. |
Taiwan | General investment | 820,019 | 820,019 |
82,000 |
100.00% |
1,167,302 |
100.00% |
(1,779) |
(1,779) |
Note 1 |
| The Company | Unitech Electronics International (HK)Limited |
Hong Kong | Reinvestment | 153,980 | 153,980 |
5,000 |
6.10% |
214,318 |
6.10% |
(50,580) |
(3,084) |
Note 1 |
| DA-TAI Investment Co., Ltd. |
Fulltech Fiber Glass Corp. |
Taiwan | Manufacturing of glass and glass products |
600,684 |
600,684 |
59,465 |
13.47% |
1,039,704 |
13.47% |
37,931 |
3,379 |
- |
| Unitech BVI | Unitech Electronics International (HK)Limited |
Hong Kong | Reinvestment | 2,480,927 | 2,480,927 |
77,000 |
93.90% |
3,877,332 |
93.90% |
(50,580) |
(47,496) |
Note 1 |
Note 1: The inter-company transactions have been eliminated in the consolidated statement.
(Continued)
~205~
70
UNITECH PRINTED CIRCUIT BOARD CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Information on investment in mainland China:
(i) The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of New Taiwan Dollars)
| Name of investee |
Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2021 |
Investment flows | Investment flows | Accumulated outflow of investment from Taiwan as of December 31, 2022 |
Accumulated outflow of investment from Taiwan as of December 31, 2022 |
Net income (losses) of the investee |
Percentage of ownership |
Highest percentage of ownership |
Highest percentage of ownership |
Investment income (losses) (Note2 and 3) |
Book value (Note3) |
Accumu-lated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||||||
| Shanghai Unitech Electronics Co., Ltd. |
Manufacturing and sale of PCB |
2,474,777 |
(2) |
2,480,927 | - |
- | 2,480,927 | (54,515) |
100.00% | 100.00% | (54,515) |
3,247,829 |
- |
||||
| Shanghai Unitech Electronics (Nontong) Co., Ltd. |
Manufacturing and sale of PCB |
4,486,960 |
(3) |
367,320 (Note4) |
570,480 (Note5) |
- |
937,800 | (15,685) |
100.00% | 100.00% | (15,685) |
3,967,096 |
- |
||||
| (ii) | Limitation on investment in Mainland China: Company Name Accumulated Investment in Mainland China as of December 31, 2022 (Note 6) Investment Amounts Authorized by Investment Commission, MOEA (Note 6) Upper Limit on Investment (Note 7) The Company 3,835,556 3,835,556 6,434,617 (USD 124,896 thousand) (USD 124,896 thousand) |
||||||||||||||||
| Company Name | Accumulated Investment in Mainland China as of December 31, 2022 (Note 6) |
Investment Amounts Authorized by Investment Commission, MOEA (Note 6) |
Upper Limit on Investment (Note 7) |
||||||||||||||
| The Company |
3,835,556 (USD 124,896 thousand) |
3,835,556 (USD 124,896 thousand) |
6,434,617 |
Note 1: Three ways to investment in mainland China
-
(1) Direct investment
-
(2) Indirect investment through holding companies
(3) Others
Note 2: Amount was recognized based on audited financial statements.
Note 3: The inter-company transactions have been eliminated in the consolidated statement.
Note 4: The amount includes the capitalization of retained earnings amounting to USD7,000 thousand.
Note 5: The amount includes the capitalization of retained earnings amounting to USD20,000 thousand. Note 6: As of December 31, 2022, exchange rate USD/NTD 1:30.71
Note 7: Calulated based on 60% of the Company's net worth.
(iii) Significant transactions:
The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated “ ” financial statements, are disclosed in Information on significant transactions .
(d) Major shareholders:
| (Unit: share) Shareholding Shareholder’s Name Shares Percentage GUO-LING INVESTMENT CO.LTD 42,836,450 6.39% |
(Unit: share) Shareholding Shareholder’s Name Shares Percentage GUO-LING INVESTMENT CO.LTD 42,836,450 6.39% |
(Unit: share) Shareholding Shareholder’s Name Shares Percentage GUO-LING INVESTMENT CO.LTD 42,836,450 6.39% |
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| GUO-LING INVESTMENT CO.LTD | 42,836,450 | 6.39% |
(Continued)
~206~
71
Unitech Printed Circuit Board Corporation and Subsidiaries Notes to the Consolidated Financial Statements
(14) Segment information:
- (a) Information about reportable segments and their measurement and reconciliations
The Group’s operating segment information and reconciliation are as follows:
| Revenue: Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss Reportable segment assets Revenue: Revenue from external customers Intersegment revenues Total revenue Reportable segment profit or loss Reportable segment assets |
2022 | 2022 | 2022 | Total 17,423,501 - |
|
|---|---|---|---|---|---|
| Domestic PCB and other $ 16,218,213 70,729 |
Oversea PCB 1,205,288 3,475,369 |
Reconciliation and elimination - (3,546,098) |
|||
$ 16,288,942 |
4,680,657 |
(3,546,098) |
17,423,501 |
||
$ 492,464 |
(57,373) |
- |
435,091 |
||
$ 21,398,250 |
8,509,655 |
(6,513,162) | 23,394,743 |
||
2021 |
Total 13,501,569 - |
||||
| Domestic PCB and other $ 11,854,808 14,648 |
Oversea PCB 1,646,761 2,867,763 |
Reconciliation and elimination - (2,882,411) |
|||
$ 11,869,456 |
4,514,524 |
(2,882,411) |
13,501,569 |
||
$ (1,566,862) |
1,658,260 |
- |
91,398 |
||
$ 20,596,420 |
8,436,349 |
(5,970,680) | 23,062,089 |
(Continued)
~207~
3
(b) Geographic information
In presenting information on basis of geography, segment revenue on the geographical location of customers and segment assets are based on the geographical location of the assets.
| Geographical information Revenue from external customers: Taiwan China United States Other countries Non-current Assets: Taiwan China Total |
2022 $ 638,996 5,563,928 3,616,464 7,604,113 |
2021 654,217 4,367,959 3,445,156 5,034,237 |
|---|---|---|
$ 17,423,501 |
13,501,569 |
|
$ 7,594,836 5,692,725 |
8,053,190 5,757,214 |
|
$ 13,287,561 |
13,810,404 |
Non-current assets include property,plant and equipment, intangible assets, and other assets,not including financial instruments and deferred tax assets (non-current).
(c) Major customers
| A customer of PCB division B customer of PCB division C customer of PCB division D customer of PCB division E customer of PCB division Total |
2022 $ 1,691,066 937,515 925,420 792,063 771,813 |
2021 161,186 786,804 - 562,917 1,460,147 |
|---|---|---|
$ 5,117,877 |
2,971,054 |
~208~
3
V. The Audited Separate Financial Statements of the Previous Period:
Independent Auditors ’ Report
To the Board of Directors of Unitech Printed Circuit Board Corporation:
Opinion
We have audited the financial statements of Unitech Printed Circuit Board Corporation(“the Company”), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- Impairment assessment on non-financial assets
Please refer to note 4(m) “ Summary of Significant Accounting Policies- Impairment of non-financial assets ” , Note 5 (b) “ Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Impairment Assessment on non-financial Assets”, and note 6 (g), (h) and (i) “Description of ” Estimation of impairment of non-financial assets .
~209~
3-1
Description of key audit matter:
The Company’s overall operation was affected by the epidemic, resulting in a risk which the impairment loss of non-financial assets and the recoverable amount of assets may be lower than the carrying value of assets. The valuation of the impairment loss of assets that are based on the cash flow in the future is subject to the management’s judgement. As a result, we need to evaluate the adequacy of the valuation. Therefore, the impairment assessment on non-financial assets is one of the key audit matters for our audit.
How the matter was addressed in our audit:
Our principal audit procedures included: Assessing the methodology and assumption used by management to determine whether the assets are impaired. Conducting retrospective testing to compare the historical forecast cash flows with actualities to find out if there is the significant difference. Performing sensitivity analysis for the key assumptions which are used in the impairment model with reference to historical forecast cash flows. Consulting with our internal valuation specialist to evaluate the appropriateness of the weighted average cost of capital applied.
2. Valuation of Inventories
Please refer to note 4 (g) “Summary of Accounting Policies- Inventories”, note 5 (a) “Major Sources of Accounting Judgements, Estimations and Assumptions of Uncertainty- Valuation of inventories”, and note 6 “ ” (e) Situation of allocate the impairment of inventories .
Description of key audit matter:
Inventories are measured by the lower of cost and net realizable value accounting. Due to the rapid change of terminal product market, the clients’ intention about placing and changing orders for products could be affected. Furthermore, the rapid change also resulted in a risk in which the carrying value of inventories may be higher than its net realizable value, and caused the obsolete stock. Therefore, the valuation of inventories is one of the key audit matters for our audit.
How the matter was addressed in our audit:
Our principal audit procedures included: Evaluating the rationality of the policy of making provision to inventories impairment, evaluating the assumption of allowance for inventory valuation of the authorities, and the situation of obsolescence of inventory that has happened in prior periods; confirming whether the Company has undertaken the inventory valuation based on the policy; inspecting the inventory aging report and analyzing the difference in the inventory aging in comparison to prior periods. Understanding and evaluating the management’s judgment on the calculation of the net realizable value; testing the appropriateness of the inventory valuation, evaluating the management's calculations of allowance for inventory loss to ensure their appropriateness and considering the adequacy of the Company’s disclosures in allowance for inventory valuation.
Other Matter
Part of the Company’s investee companies were accounted for by using the equity method based on its financial statements which were audited by other auditors. Our opinion, insofar as it relates to the Company’s investee companies are based solely on the report of other auditors. As of December 31, 2022 and 2021, the total assets of investee companies which constituted 5.14% and 6.26% of the Company’s total assets, respectively. For the years ended December 31, 2022 and 2021, the profit or loss of subsidiaries and affiliated companies accounted for by using the equity method which constituted 0.77% and (23.88)% of the income which the Company recognized before income tax, respectively.
~210~
3-2
Responsibilities of Management and Those Charged with Governance for the Parent Company Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Company’s financial reporting process.
Auditors ’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
~211~
3-3
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chuang Chun Wei and Hsu Ming Fang.
KPMG
Taipei, Taiwan (Republic of China) March 3, 2023
Notes to Readers
The accompanying parent company only financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
~212~
4
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation
Balance Sheets
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollar)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1170 Accounts receivable, net (note 6(c)) 1180 Accounts receivable-related parties (note 7) 1200 Other receivables, net (note 6(d)) 1210 Other receivables-related parties, net (note 7) 1220 Current tax assets 1310 Inventories (note 6(e)) 1410 Prepayments 1476 Other financial assets-current (notes 7and 8) 1479 Other current assets, others Total current assets Non-current assets: 1517 Financial assets at fair value through other comprehensive income non-current (note 6(b)) 1550 Investments accounted for using equity method, net (note 6(f)) 1600 Property, plant and equipment (notes 6(g) and 8) 1755 Right-of-use assets (note 6(h)) 1780 Intangible assets (note 6(i)) 1840 Deferred tax assets (note 6(n)) 1915 Prepayments for business facilities (note 9) 1920 Refundable deposits (notes 8 and 9) 1990 Other non-current assets, others (note 9) Total non-current assets Total assets |
December 31, 2022 Amount % $ 398,244 2 3,954,482 20 20,375 - 36,858 - 174,499 1 290 - 2,182,430 11 53,948 - 3,750 - 10,702 - |
December 31, 2021 Amount % 280,886 1 3,582,633 18 3,376 - 30,921 - 594 - 400 - 1,649,469 9 47,363 - 4,134 - 10,702 - 5,610,478 28 452,200 2 4,986,411 27 7,480,433 39 378,543 2 112,671 1 280,000 1 20,629 - 52,189 - 8,725 - 13,771,801 72 19,382,279 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(j)) 2170 Accounts payable 2180 Accounts payable-related parties (note 7) 2200 Other payables 2220 Other payables-related parties (note 7) 2280 Current Lease liabilities (note 6(l)) 2322 Current portion of long-term borrowings (notes 6(k)and 8) 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2540 Long-term borrowings (notes 6(k) and 8) 2570 Deferred tax liabilities (note 6(n)) 2580 Non current lease liabilities (note 6(l)) 2640 Net defined benefit liability, non-current (note 6(m)) Total non-current liabilities Total liabilities Equity(note 6(o)): 3110 Ordinary share 3200 Capital surplus Retained earnings: 3310 Legal reserve 3350 Unappropriated earnings Total retained earnings Other equity: 3410 Exchange differences on translation of foreign financial statements 3420 Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income 3445 Gains (losses) on remeasurements of defined benefit 3491 Other equity, the unearned remuneration of employees Total other equity Total equity Total liabilities and equity |
December 31, 2022 | December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
5,803,246 29 5,111,524 26 |
|||||
3,106,820 15 4,131,500 21 171,517 1 174,534 1 228,988 1 309,785 2 194,463 1 161,693 1 |
|||||
6,835,578 34 |
|||||
561,000 3 4,983,877 25 7,053,833 35 297,216 1 138,070 1 254,108 1 28,211 - 69,838 - 7,666 - |
|||||
3,701,788 18 4,777,512 25 |
|||||
9,505,034 47 9,889,036 51 |
|||||
6,694,072 33 6,194,072 32 |
|||||
3,037,149 15 2,833,418 15 |
|||||
306,606 2 306,606 2 413,712 2 386 - |
|||||
13,393,819 66 |
|||||
720,318 4 306,992 2 |
|||||
66,843 - 33,030 - 443,927 2 306,303 1 (237,946) (1) (180,238) (1) - - (334) - |
|||||
272,824 1 158,761 - |
|||||
10,724,363 53 9,493,243 49 |
|||||
| $ 20,229,397 100 |
$ 20,229,397 100 19,382,279 100 |
~213~
See accompanying notes to parent company only financial statements.
5
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation
Statements of Comprehensive Income
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollar , Except for Earnings Per Common Share)
| 4000 Operating revenue, net(notes 6(r) and 7) 5110 Cost of sales (notes 6(e), (m) and 7) Gross profit (loss) from operations Operating expenses: 6100 Selling expenses and administrative expenses (notes 6(m), (s) and 7) 6300 Research and development expenses (note 6(m)) 6450 Expected credit loss (note 6(c)) Total operating expenses Net operating profit (loss) Non-operating income and expenses (notes 6(f), (t)): 7100 Interest income 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net (note 6(g)) 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7670 Impairment loss (note 6(g)) Total non-operating income and expenses Profit (loss) from continuing operations before tax 7950 Less: Income tax (gain) expenses (note 6(n)) Profit (loss) 8300 Other comprehensive income: 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss Items that may not be reclassified subsequently to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences (on translation of foreign financial statements) Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive loss, net of tax Total comprehensive income (loss) Basic earnings per share (NT dollars)(note 6(q)) Diluted earnings per share (NT dollars)(note 6(q)) |
2022 | % 100 89 |
2021 | % 100 104 |
|---|---|---|---|---|
| Amount $ 16,288,942 14,514,524 |
Amount 11,869,456 12,328,824 |
|||
1,774,418 |
11 | (459,368) |
(4) | |
1,368,391 58,062 (20,867) |
9 - - |
1,128,547 64,470 12,467 |
10 - - |
|
1,405,586 |
9 | 1,205,484 |
10 | |
368,832 |
2 | (1,664,852) |
(14) | |
3,635 65,088 177,298 (98,358) (80,294) - |
- - 1 - - - |
397 41,248 (3,342) (85,155) 1,383,494 (26,194) |
- - - (1) 12 - |
|
| 67,369 | 1 | 1,310,448 |
11 | |
436,201 22,875 |
3 - |
(354,404) (112,287) |
(3) (1) |
|
413,326 |
3 | (242,117) |
(2) |
|
(59,674) 108,800 30,790 |
- - - |
3,066 78,100 (752) |
- 1 - |
|
79,916 |
- | 80,414 |
1 | |
33,813 |
- | (9,158) |
- | |
33,813 |
- | (9,158) |
- | |
113,729 |
- | 71,256 |
1 | |
$ 527,055 |
3 | (170,861) |
(1) | |
$ |
0.65 | (0.39) |
||
| $ | 0.65 |
See accompanying notes to parent company only financial statements.
~214~
6
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation
Statements of Changes in Equity
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollar)
| Balance at January 1, 2021 Profit (loss) for the year ended December 31, 2021 Other comprehensive profit (loss) for the year ended December 31, 2021 Total comprehensive income Appropriation and distribution of retained earnings: Reversal of special reserve Other changes in capital surplus: Other changes in capital surplus Changes in equity of associates and joint ventures accounted for using equity method Disposal of investments accounted for using equity method Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2021 Profit (loss) for the year ended December 31, 2022 Other comprehensive income for the year ended December 31, 2022 Total comprehensive income Changes in equity of associates and joint ventures accounted for using equity method Cash subscription Balance at December 31, 2022 |
Ordinary shares |
Capital surplus |
Retained earnings | Retained earnings | Totalother | equityinterest | |||
|---|---|---|---|---|---|---|---|---|---|
| Legal reserve |
Special reserve |
Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Gains (losses) on remeasurements of defined benefit |
The remuneration ofemployees |
See accompanying notes to parent company only financial statements.
~215~
7
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation
Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollar)
| Cash flows from operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit loss (gain) Interest expense Interest revenue Share-based payment transactions Share of loss (profit) associates accounted for using equity method Loss on disposal of property, plan and equipment Gain on disposal of investments accounted for using equity method Impairment loss on non-financial assets Other items Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Accounts receivable Accounts receivable-related parties Other receivable Other receivable-related parties Inventories Prepayments Other current assets Other financial assets-current Accounts payable Accounts payable-related parties Other payable Other payable- related parties Other current liabilities Net defined benefit liabilities Total changes in operating assets and liabilities Total adjustments |
2022 $ 436,201 1,175,294 24,922 (20,867) 98,358 (3,635) 5,500 80,294 3,616 - - 868 |
2021 (354,404) 1,199,969 18,866 12,467 85,155 (397) - (1,383,494) 195 (8,324) 26,194 21,480 |
|---|---|---|
| 1,364,350 | (27,889) |
|
(350,982) (16,999) (5,937) (173,905) (532,961) (6,585) - 384 (118,461) 342,785 83,694 (5,624) 39,417 (26,904) |
(8,236) (1,407) (30,921) (23) (194,557) 23,813 3,638 48,036 (432,983) 123,957 (153,563) 1,479 (137) (47,964) |
|
(772,078) |
(668,868) |
|
592,272 |
(696,757) |
See accompanying notes to parent company only financial statements.
~216~
7-1
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation
Statements of Cash Flows
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollar)
| Cash inflow generated from (used in) operations Interest received Interest paid Income taxes paid (refund) Net cash flows from (used in) operating activities Cash flows from (used in) investing activities: Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Decrease in other non-current assets Dividends received Net cash flows from investing activities Cash flows from (used in) financing activities: Increase in short-term borrowings Decrease in short-term borrowings Increase (decrease) in short-term notes and bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Payment of lease liabilities Capital increase by cash Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2022 1,028,473 3,635 (97,604) 110 |
2021 (1,051,161) 397 (84,870) (9,538) |
|---|---|---|
| 934,614 | (1,145,172) |
|
- (94,842) - (602,482) 1,653 (17,649) (49,407) 145 82,000 |
67,956 - 51,715 (452,625) 320 9,423 (21,299) 1,576 - |
|
(680,582) |
(342,934) |
|
7,108,120 (6,792,185) - 1,430,000 (2,447,560) (133,299) 698,250 |
5,029,163 (4,790,648) (69,991) 1,900,000 (914,500) (122,665) - |
|
(136,674) |
1,031,359 |
|
117,358 280,886 |
(456,747) 737,633 |
|
$ 398,244 |
280,886 |
See accompanying notes to parent company only financial statements.
~217~
8
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollar, Unless Otherwise Specified)
(1) Company history
Unitech Printed Circuit Board Corporation (the “Company”) was incorporated on December 31, 1984, with registered address of No. 3, Lane 4, Zhongshan Road, Tucheng District, New Taipei City, Taiwan, as a company limited by shares under the Company Act of the Republic of China (R.O.C.). The major business activities of Unitech Printed Circuit Board Corporation (“the Company”) are the design, manufacture and sale of PCB.
(2) Approval date and procedures of the financial statements:
The Parent company financial statements was authorized for issue by the Board of Directors on March 3, 2023.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2022:
-
“ - ”
-
● Amendments to IAS 16 Property, Plant and Equipment Proceeds before Intended Use
-
“ - ”
-
● Amendments to IAS 37 Onerous Contracts Cost of Fulfilling a Contract
-
Annual Improvements to IFRS Standards 2018–2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2023, would not have a significant impact on its financial statements:
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
-
Amendments to IAS 8 “Definition of Accounting Estimates”
-
Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(Continued)
~218~
9
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Content of amendment Under existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement for at least 12 months after the reporting date. The amendments has removed the requirement for a right to be unconditional and instead now requires that a right to defer settlement must exist at the reporting date and have substance. The amendments clarify how a company classifies a liability that can be settled in its own shares – e.g. convertible debt. After reconsidering certain aspects of the 2020 amendments1, new IAS 1 amendments clarify that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Covenants with which the company must comply after the reporting date (i.e. future covenants) do not affect a liability’s classification at that date. However, when non-current liabilities are subject to future covenants, companies will now need to disclose information to help users understand the risk that those liabilities could become repayable within 12 months after the reporting date. |
Effective date per IASB January 1, 2024 January 1, 2024 |
|---|---|---|
The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
(Continued)
~219~
10
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:
-
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
IFRS16 “Requirements for Sale and Leaseback Transactions”
(4) Summary of significant accounting policies:
The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
- (a) Statement of compliance
These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”).
-
(b) Basis of preparation
-
(i) Basis of measurement
Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:
-
1) Financial assets at fair value through other comprehensive income are measured at fair value;
-
2) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(p).
-
(ii) Functional and presentation currency
The functional currency of each Company entity is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollar (NTD), which is the Company’s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
(c) Foreign currencies
- (i) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
(Continued)
~220~
11
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
-
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non controlling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
- (d) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
(Continued)
~221~
12
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
-
(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
(f) Financial Instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
(Continued)
~222~
13
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.
(Continued)
~223~
14
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Business model assessment
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
- 5) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivables), debt investments measured at FVOCI and contract assets.
The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
-
debt securities that are determined to have low credit risk at the reporting date;and
-
other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’ s historical experience and informed credit assessment as well as forward-looking information.
The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘ investment grade which is ’ ’ considered to be BBB- or higher per Standard & Poor s, Baa3 or higher per Moody s ’ or twA or higher per Taiwan Ratings .
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.
(Continued)
~224~
15
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
The Company considers a financial asset to be in default when the financial asset is more than one year past due or the debtor is unlikely to pay its credit obligations to the Company in full.
ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECL are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
-
significant financial difficulty of the borrower or issuer;
-
a breach of contract such as a default or being more than 90 days past due;
-
the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
-
it is probable that the borrower will enter bankruptcy or other financial reorganization; or
-
the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
(Continued)
~225~
16
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
6) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
(Continued)
~226~
17
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
5) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 6) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
- (g) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(h) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual proportionate share.
When the Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
(Continued)
~227~
18
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(i) Investment in subsidiaries
When preparing the financial statements of Parent company, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company's share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.
Changes in a Parent's ownership interest in a subsidiary that do not result in the loss of control are accunted for within equity.
(j) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
- 1) Buildings and constructions 15~55 years 2) Machinery equipment 3~12 years 3) Office equipment 3-5 years 4) Other equipment 3-5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(Continued)
~228~
19
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(k) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
(i) As a lessee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
1) fixed payments, including in-substance fixed payments;
-
2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
3) amounts expected to be payable under a residual value guarantee; and
-
4) payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
1) there is a change in future lease payments arising from the change in an index or rate; or
-
2) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or
-
3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
-
4) there is a change of its assessment on whether it will exercise a extension or termination option; or
-
5) there is any lease modification
(Continued)
~229~
20
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
From January 1, 2021, when the basis for determining future lease payments changes as required by interest rate benchmark reform, the Company will remeasure the lease liability by discounting the revised lease payments using the revised discount rate that reflects the change to an alternative benchmark interest rate.
(ii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
The Company recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.
(Continued)
~230~
21
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
-
(l) Intangible assets
-
(i) Recognition and measurement
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
- (iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
- 1) Computer software 5~10 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
- (m) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
(Continued)
~231~
22
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(n) Revenue recognition
- (i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.
● Sale of goods
The Company design, manufacture and sale PCB. The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
● Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.
(Continued)
~232~
23
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(ii) Contract costs
- Incremental costs of obtaining a contract
The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
- Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
-
1) the costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;
-
2) the costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
3) the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
- (o) Government grants and government assistance
The Company recognizes an unconditional government grant related to a salary and operations in profit or loss as other income when the grant becomes receivable. Other Grants that compensate the Company for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.
(Continued)
~233~
24
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(p) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
(ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(q) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
(Continued)
~234~
25
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized. Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entitie which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(Continued)
~235~
26
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(r) Earnings per share
The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation.
(s) Operating segments
The Company discloses the operating segment information in the consolidated financial statement. Therefore, the Company does not disclose the operating segment information in the parent-comapny-only financial statements.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:
- (a) Judgement of whether the Group has substantive control over its investees
The Group holds 13.47% of the outstanding voting shares of Fulltech Fiber Glass Corp. and is the single largest shareholder of the investee. Although the remaining 86.53% of Fulltech Fiber Glass Corp.’s shares are not concentrated within specific shareholders, the Group still cannot obtain more than half of the total number of Fulltech Fiber Glass Corp.’s directors, and it also cannot obtain more than half of the voting rights at a shareholders’ meeting. Therefore, it is determined that the Group has significant influence on Fulltech Fiber Glass Corp.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:
(a) Valuation of inventories
Since inventory must be measured at the lower of cost and net realizable value, the combined company assesses the amount of inventory due to normal wear and tear, obsolescence, or no market sales value on the reporting date, and offsets the inventory cost to net realizable value. This inventory evaluation is mainly based on the estimated product demand in a specific period in the future, so there may be major changes due to rapid changes in the industry. Please refer to note 6 (e) for detailed inventory evaluation and estimation.
(Continued)
~236~
27
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- (b) Impairment of property, plant and equipment, and intangible assets
In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill, the Company is required to make subjective judgments in determining the independent cash flows, useful lives, expected future income and expenses related to the specific asset groups considering of the nature of the industry. Any changes in these estimates based on changed economic conditions or business strategies and could result in significant impairment charges or reversal in future years. Refer to note 6 (g), (h) and (i) for further description of the key assumptions used to determine the recoverable amount.
(6) Explanation of significant accounts
(a) Cash and cash equivalents
| Cash in stock Demand deposits Time deposits |
December 31, 2022 $ 631 336,193 61,420 |
December 31, 2021 620 280,266 - |
|---|---|---|
$ 398,244 |
280,886 |
Please refer to note 6(u) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Company.
- (b) Financial assets at fair value through other comprehensive income
| Unlisted common shares | December 31, 2022 $ 561,000 |
December 31, 2021 452,200 |
|---|---|---|
- (i) Equity investments at fair value through other comprehensive income
The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term strategic purposes.
There was no disposals of strategic investments and transfers of any cumulative gain or loss within equity relating to these investments as of December 31, 2022.
During 2021, the Company has sold its listed common shares held as a result of a takeover offer for cash. The shares sold had a fair value of $67,956 thousand and the Company realized a loss of $486 thousand, which was recognized as other comprehensive income, and thereafter, was reclassified to retained earnings.
- (ii) For credit risk (including the impairment of debt investments) and market risk, please refer to note 6 (v).
(Continued)
~237~
28
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(iii) As of December 31, 2022 and 2021 , the financial assets at fair value through other comprehensive income of the Company had not been pledged as collateral for its borrowings.
- (c) Notes and trade receivables
| Notes receivables–measured as amortized cost Less: Loss allowance |
December 31, 2022 December 31, 2021 $ 3,956,538 3,605,556 (2,056) (22,923) |
|---|---|
$ 3,954,482 3,582,633 |
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
| Current 1 to 90 days past due 91 to 180 days past due 181 to 360 days past due More than a year Current 1 to 90 days past due 91 to 180 days past due 181 to 360 days past due More than a year |
December 31, 2022 | Loss allowance provision 78 97 9 422 1,450 |
||
|---|---|---|---|---|
| Gross carrying amount $ 3,702,119 249,849 1,284 1,836 1,450 |
Weighted-average loss rate |
|||
0.00% 0.04% 0.68% 23.01% 100.00% December 31, 2021 |
||||
$ 3,956,538 |
2,056 |
|||
Loss allowance provision 42 48 186 14,576 8,071 |
||||
| Gross carrying amount $ 3,357,575 208,381 11,133 20,396 8,071 |
Weighted-average loss rate |
|||
0.00% 0.02% 1.67% 71.46% 100.00% |
||||
$ 3,605,556 |
22,923 |
(Continued)
~238~
29
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
The movement in the allowance for trade receivables were as follows:
| Balance at January 1 Impairment losses recognized Impairment losses reversed Balance at December 31 |
For the years ended December 31 2022 2021 $ 22,923 10,456 - 12,467 (20,867) - |
|---|---|
$ 2,056 22,923 |
The aforementioned trade receivables of the Company had not been pledged as collateral for its borrowings.
(d) Other receivables
| Other receivables | ||
|---|---|---|
| Tax refund receivables Other |
December 31, 2022 $ 35,208 1,650 |
December 31, 2021 30,921 - |
$ 36,858 |
30,921 |
The company had no other receivables impairment as of December 31, 2022 and 2021.
(e) Inventories
| Raw materials and consumables Work in progress Finished goods Merchandise inventory Allowance to reduce inventory to market |
December 31, 2022 $ 254,476 1,123,192 607,072 384,280 |
December 31, 2021 255,487 1,003,391 336,421 275,821 |
|---|---|---|
2,369,020 (186,590) |
1,871,120 (221,651) |
|
$ 2,182,430 |
1,649,469 |
For the years ended December 31, 2022 and 2021, the Company recognized cost of sales and expense amounted to $14,549,585 thousand and $12,322,780 thousand for inventory, respectively. For the year ended December 31, 2022, the amount of reversal on cost of sales was $35,061 thousand due to the increase in net realizable value as a result of the increase in market price. For the years ended December 31, 2021, the amounts of loss on valuation of inventories was $6,044 thousand, which was recognized as cost of sales, as inventories were written down to net realizable value.
As of December 31, 2022 and 2021, the Company did not provide any inventories as collateral for its borrowings.
(Continued)
~239~
30
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- (f) Investments accounted for using equity method
A summary of the Company’s financial information for investments accounted for using the equity method at the reporting date is as follows:
| Subsidiary | December 31, 2022 |
December 31, 2021 4,986,411 |
|---|---|---|
| $ 4,983,877 |
- (i) Subsidiary
Please refer to Consolidated Financial statements, 2022.
- (ii) Associates
The Company’s financial information for investments accounted for using the equity method that are individually insignificant was as follows:
| Carrying amount of individually insignificant associates’equity |
December 31, 2022 |
December 31, 2021 - |
|---|---|---|
| $ - |
In 2022 and 2021, the Company’s share of the net income of associates was as follows:
| Attributable to the Company: Profit from continuing operations Other comprehensive income Comprehensive income |
2022 $ - - |
2021 420 164 584 |
|---|---|---|
| $ - |
(iii) Guarantee
As of December 31, 2022 and 2021, the Company did not provide any investments accounted as collateral for its borrowings.
(g) Property, plant, and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2022 and 2021, were as follows:
| Cost or deemed cost: Balance on January 1, 2022 Additions Disposal Reclassification Balance on December 31, 2022 |
Land $ 407,228 - - - |
Buildings and constructions 2,583,458 6,249 - 37,376 |
Machinery and equipment 12,238,884 - (315,191) 250,050 |
Office facilities 321,230 - (15,866) 13,483 |
Other facilities 4,809,296 - (16,686) 104,684 |
Testing equipment 280,840 640,582 - (405,593) |
Total |
|---|---|---|---|---|---|---|---|
| 20,640,936 646,831 (347,743) - |
|||||||
| $ 407,228 |
2,627,083 |
12,173,743 |
318,847 |
4,897,294 |
515,829 |
20,940,024 |
(Continued)
~240~
31
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
| Balance at January 1, 2021 Additions Disposal Reclassification Balance on December 31, 2021 Deprecation and impairments loss: Balance on January 1, 2022 Deprecation Disposal Balance at December 31, 2022 Balance at January 1, 2021 Deprecation Impairment Loss Disposal Balance on December 31, 2021 Carrying Value: Balance on December 31, 2022 Balance on December 31, 2021 Balance on January 1, 2021 |
Land $ 407,228 - - - |
Buildings and constructions 2,558,482 - - 24,976 |
Machinery and equipment 11,970,621 - (12,196) 280,459 |
Office facilities 317,425 - (7,626) 11,431 |
Other facilities 4,694,141 - (7,249) 122,404 |
Testing equipment 236,150 483,960 - (439,270) |
Total 20,184,047 483,960 (27,071) - |
|---|---|---|---|---|---|---|---|
| $ 407,228 |
2,583,458 |
12,238,884 |
321,230 |
4,809,296 |
280,840 |
20,640,936 | |
$ - - - |
776,154 51,387 - |
8,581,878 727,363 (310,713) |
262,710 18,452 (15,866) |
3,539,761 270,960 (15,895) |
- - - |
13,160,503 1,068,162 (342,474) |
|
| $ - |
827,541 | 8,998,528 |
265,296 |
3,794,826 |
- | 13,886,191 |
|
| $ - - - - |
725,410 50,744 - - |
7,809,899 757,783 26,194 (11,998) |
249,744 20,592 - (7,626) |
3,279,696 266,997 - (6,932) |
- - - - |
12,064,749 1,096,116 26,194 (26,556) |
|
| $ - |
776,154 | 8,581,878 |
262,710 |
3,539,761 |
- | 13,160,503 |
|
$ 407,228 |
1,799,542 |
3,175,215 |
53,551 |
1,102,468 |
515,829 | 7,053,833 |
|
$ 407,228 |
1,807,304 |
3,657,006 |
58,520 |
1,269,535 |
280,840 |
7,480,433 |
|
$ 407,228 |
1,833,072 |
4,160,722 |
67,681 |
1,414,445 |
236,150 |
8,119,298 |
- (i) Guarantee
As of December 31, 2022 and 2021, the property, plant and equipment of the Company had been pledged as collateral for long-term borrowings. Please refer to note 8.
- (ii) Acquisition of machinery and equipment
The Company calculated capitalization interest rate base on 1.76% and 1.85% for the year 2022 and 2021. The capitalized borrowings related to the acquisition of machinery and equipment were $5,005 thousand and $5,172 thousand, respectively.
- (iii) The decrease in sales revenue was due to the impact of COVID-19 pandemic in 2021, which caused the carrying amount of property, plant and equipment to exceed its recoverable amount, resulting in the amount of $26,194 thousand to be recognized as impairment loss in the statement of comprehensive income. The key assumption of assessing the recoverable amount is based on the discount rate of 9.78%, and the recoverable amount is determined according to the financial forecast which is based on the pre-tax cash flow projections approved by management. The impairment test on property, plant and equipment is to determine the recoverable amount for the asset's cash-generating unit, because every business unit could generate independent cashflow, in which the Company assesses the deviation between the recoverable amount and the carrying value of business units to determine whether the impairment loss is recognized. In 2022, the Company did not recognize the impairment loss.
(Continued)
~241~
32
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(h) Right-of-use-assets
The Company leases many assets including land and buildings, machinery and equipment and transportation facilities. Information about leases for which the Company as a lease was represented below:
| Cost: Balance at January 1, 2022 Additions Disposal Balance at December 31, 2022 Balance at January 1, 2021 Additions Disposal Balance at December 31, 2021 Accumulated depreciation and impairment losses: Balance at January 1, 2022 Deprecation for the year Disposal Balance at December 31, 2022 Balance at January 1, 2021 Depreciation for the year Disposal Balance at December 31, 2021 Carrying amount: Balance at December 31, 2022 Balance at December 31, 2021 Balance at January 1, 2021 |
Land $ 423,642 - - |
Buildings and constructions 157,358 11,325 (17,415) |
Office facilities 17,498 2,830 (4,141) |
Transportation facilities 49,319 10,527 (11,086) |
Other assets 20,425 1,991 (2,720) |
Total 668,242 26,673 (35,362) |
|---|---|---|---|---|---|---|
| $ 423,642 |
151,268 |
16,187 |
48,760 |
19,696 |
659,553 |
|
$ 441,087 - (17,445) |
163,050 1,251 (6,943) |
15,900 1,598 - |
39,773 23,401 (13,855) |
21,297 3,230 (4,102) |
681,107 29,480 (42,345) |
|
$ 423,642 |
157,358 |
17,498 | 49,319 |
20,425 |
668,242 |
|
$ 146,011 46,534 - |
108,357 40,730 (17,415) |
8,037 3,657 (3,273) |
18,152 11,425 (11,086) |
9,142 4,786 (2,720) |
289,699 107,132 (34,494) |
|
| $ 192,545 |
131,672 |
8,421 |
18,491 |
11,208 |
362,337 |
|
$ 97,887 48,124 - |
73,765 37,537 (2,945) |
4,410 3,627 - |
22,169 9,799 (13,816) |
8,480 4,766 (4,104) |
206,711 103,853 (20,865) |
|
| $ 146,011 |
108,357 |
8,037 | 18,152 |
9,142 |
289,699 |
|
$ 231,097 |
19,596 |
7,766 |
30,269 |
8,488 |
297,216 |
|
$ 277,631 |
49,001 |
9,461 |
31,167 |
11,283 |
378,543 |
|
$ 343,200 |
89,285 |
11,490 |
17,604 |
12,817 |
474,396 |
Assets of the Company that have indications of impairment on the reporting date are tested for impairment on the basis of individual assets or their CGUs. According to the test for impairment for 2022, the recoverable amount for an asset or a CGU is the higher than its book value. Therefore the Company did not recognize any impairment loss on right-or-use assets.
(Continued)
~242~
33
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(i) Intangible assets
The cost, amortization and impairment of the intangible assets of the Company for the years ended December 31, 2022 and 2021, were as follows:
| Costs: Balance at January 1, 2022 Additions Balance at December 31, 2022 Balance at January 1, 2021 Additions Balance at December 31, 2021 Accumulated amortization and impairment losses: Balance at January 1, 2022 Amortization for the year Balance at December 31, 2022 Balance at January 1, 2021 Amortization for the year Balance at December 31, 2021 Carrying value: Balance at December 31, 2022 Balance at December 31, 2021 Balance at January 1, 2021 |
Computer Software $ 146,753 49,407 $ 196,160 $ 125,454 21,299 $ 146,753 $ 34,082 24,008 $ 58,090 $ 17,012 17,070 $ 34,082 $ 138,070 $ 112,671 $ 108,442 |
|---|---|
(i) Amortization and impairment
The amortization of intangible assets and their repairment losses are in clued in the statement of comprehensive income:
| Cost of sales Operating expense |
2022 $ 3,928 |
2021 2,931 14,139 |
|---|---|---|
$ 20,080 |
As of the reporting date, the Company conducted asset impairment tests for assets with indications of impairment based on individual assets or their cash-generating units. Based on the assessment of asset impairment tests in 2022 and 2021, no impairment loss was recognized because the recoverable amount of the cash-generating units was higher than the carrying amount.
(Continued)
~243~
34
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(j) Short-term borrowings
The short-term borrowings were summarized as follows:
| Letters of credit Unsecured bank loans Secured bank loans Unused short-term credit lines Range of interest rates |
December 31, 2022 $ 17,081 610,000 100,000 |
December 31, 2022 $ 17,081 610,000 100,000 |
December 31, 2021 17,386 293,760 100,000 411,146 3,787,495 0.56%~0.93% |
|---|---|---|---|
$ 727,081 |
|||
$ 3,475,122 |
|||
0.79%~1.98% |
For the collateral for short-term borrowings, please refer to note 8.
(k) Long-term borrowings
The details were as follows:
| Unsecured bank loans Secured bank loans Less: current portion Total Unused long-term credit lines Unsecured bank loans Secured bank loans Less: current portion Total Unused long-term credit lines |
December 31, 2022 | December 31, 2022 | Amount $ 290,000 3,844,940 (1,028,120) |
|
|---|---|---|---|---|
| Currency | Rate | Maturity **year ** |
||
| TWD TWD |
1.66%~2.42% 2023~2027 1.41%~2.17% 2024~2027 December 31, 2021 |
|||
$ 3,106,820 |
||||
$ 500,000 |
||||
Amount $ 515,000 4,637,500 (1,021,000) |
||||
| Currency | Rate | Maturity year |
||
| TWD TWD |
1.20%~1.46% 1.10%~2.16% |
2023~2024 2023~2026 |
||
$ 4,131,500 |
||||
$ 250,000 |
- (i) Collateral for long-term borrowings
For the collateral for long-term borrowings, please refer to note 8.
(Continued)
~244~
35
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
-
(ii) Borrowings information is as follows:
-
1) The Company entered into a syndicated credit agreement with financial institutions, dominated by Bank of Taiwan on March 31, 2020.
-
a) The syndicated banks of the Syndicated Loan Agreement consist of Bank of Taiwan, Chang Hwa Commercial Bank, Ltd., Taiwan Business Bank Co., Ltd., Land Bank of Taiwan, Taiwan Cooperative Bank, First Commercial Bank, Bank SinoPac Co., Ltd., The Shanghai Commercial & Savings Bank, Ltd., Taipei Fubon Commercial Bank Co., Ltd., Mega International Commercial Bank Co., Ltd..
-
i) The amount of total credit lines is NTD3,800,000,000 and use for repaying the existing financial liabilities and expanding working capital.
-
ii) Period of credit agreement, payment period and the way to repayment.
-
Period: Five years from the first draw-down date, but should be used within 6-month from the contract date, otherwise, the 6-month date from the contract date will be deemed as the first draw-down date.
-
Payment period:
-
a. A type: Credit line of medium-term secured loans is NTD2,900,000,000, which can be used partly but cannot be used by revolving. 6 months from the first draw-down date. After six months, the unused amount will be cancelled automatically and shall not be used.
-
b. B type: Credit line of medium-term loans is NTD900,000,000, which can be used by revolving.
-
Method of repayment:
-
a. A type: The date after 18-month from the first-drawn date is the first date of the payment of the principal. The repayment will be divided into eight payments, every six-month is deemed as one payment.
-
b. B type: The B type borrowing has the revolving credit facility. If the part of credit line expires, the remaining of the credit line could be borrowed further to repay for the original borrowings.
-
-
-
Under any circumstances, the Company should repay all principal, interest, other payables, and expenses which were not repaid on the expiry date of the credit agreement.
- iii) According to the syndicated credit agreement, during the credit period, the Company is based on the first, second and third quarters consolidated financial statements and auditor report to calculate and maintain certain financial ratios on balance sheet date. (i.e. equity ratio, interest coverage ratio, tangible net worth, self-owned asset ratio, etc.)
(Continued)
~245~
36
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
- iv) The Company provided guarantees of promissory notes, mechanical equipment, buildings and constructions as collaterals for this syndicated credit agreement. Besides, the related-parties will be joint guarantors for the credit loan from this agreement.
(l) Lease liabilities
The Company’s lease liabilities were as follows:
| Current Non-current |
December 31, 2022 $ 86,315 |
December 31, 2021 112,144 309,785 |
|---|---|---|
$ 228,988 |
For the maturity analysis, please refer to note 6(v).
The amounts recognized in profit or loss was as follows:
| Interest on lease liabilities Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets |
For the years ended December 31, 2022 $ 6,721 |
For the years ended December 31, 2021 8,326 |
|---|---|---|
$ 7,520 |
5,205 |
The amounts recognized in the statement of cash flows for the Company was as follows:
| Total cash outflow for leases | For the years ended December 31, 2022 |
|---|---|
(i) Real estate leases
The Company leases land and buildings for its office space and employee accommodation. The leases of office space and employee accommodation typically run for 2-10 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
The Company expects the relative proportions of fixed and variable lease payments to remain broadly consistent in future years.
(ii) Other leases
The Company leases office facilities, transportations and equipment, with lease terms of one to four years. In some cases, the Company has options transportation to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.
The Company also leases office facilities and parking space with contract terms of one to four years. These leases are short-term and leases of low-value items. The Company has selected not to recognize right-of-use assets and lease liabilities for these leases.
(Continued)
~246~
37
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- (m) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:
| follows: | ||
|---|---|---|
| Present value of the defined benefit obligations Fair value of plan assets Impact of asset ceiling Net defined benefit liabilities |
December 31, 2022 $ 695,292 (500,829) |
December 31, 2021 628,409 (466,716) |
194,463 - |
161,693 - |
|
| $ 194,463 |
161,693 |
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Company’s Bank of Taiwan labor pension reserve account balance amounted to $500,829 thousand and $466,716 thousand as of December 31, 2022 and 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
2) Movements in present value of the defined benefit obligations
The movement in present value of the defined benefit obligations for the Company were as follows:
| Defined benefit obligations at January 1 Current service costs and interest Remeasurements loss (gain) -Actuarial loss (gain) arising from: -Financial assumptions Contributions Benefits paid Defined benefit obligations at December 31 |
2022 $ 628,409 15,723 95,345 (44,185) |
2021 658,758 18,076 (608) (47,817) |
|---|---|---|
$ 695,292 |
628,409 |
(Continued)
~247~
38
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
- 3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Company were as follows:
| Fair value of plan assets at January 1 Interest income Remeasuerments loss (gain) -Return on plan assets excluding interest income Contributions paid by the employer Contributions Benefits paid Fair value of plan assets at December 31 |
2022 2021 $ 466,716 446,035 4,426 5,695 35,671 2,458 38,201 60,345 (44,185) (47,817) |
|---|---|
$ 500,829 466,716 |
- 4) Movements of the effect of the asset ceiling
There were no movements in the number of impacts of the company’s defined benefit plan asset ceiling in 2022 and 2021.
- 5) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company were as follows:
| Current service costs Net interest of net liabilities for defined benefit obligations Operating cost Administration expense |
2022 $ 9,439 1,858 |
2021 9,842 2,539 |
|---|---|---|
$ 11,297 |
12,381 |
|
2022 $ 3,107 8,190 |
2021 3,356 9,025 |
|
$ 11,297 |
12,381 |
- 6) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increase rate |
December 31, 2022 1.694% 1.000% |
December 31, 2021 1.000% 0.750% |
|---|---|---|
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $19,368 thousand.
The weighted average lifetime of the defined benefits plans is 10 years.
(Continued)
~248~
39
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
7) Sensitivity analysis
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| December 31, 2022 Discount rate Future salary increasing(decreasing) rate December 31, 2021 Discount rate Future salary increasing(decreasing) rate |
Influences of defined benefit obligations Increased 0.25% Decreased 0.25% (17,035) 17,648 17,542 (17,013) (16,289) 16,903 16,734 (16,205) |
|---|---|
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2022 and 2021.
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $134,126 thousand and $118,243 thousand for the years ended December 31, 2022 and 2021, respectively.
(n) Income tax
- (i) Income tax expense
The components of income tax expense (gain) in the years 2022 and 2021 were as follows:
| Current tax expense Adjustments for prior periods Deferred tax expense (gain) Origination and reversal of temporary differences Income tax (gain) expense |
2022 $ - 22,875 |
2021 9,529 (121,816) |
|---|---|---|
$ 22,875 |
(112,287) |
(Continued)
~249~
40
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
- (ii) Reconciliation of income tax expense (gain) and loss before tax for 2022 and 2021 is as follows:
| 2022 Profit (loss) excluding income tax $ 436,201 Income tax using the Company’s domestic tax rate $ 87,240 Change in provision prior periods - Non-de ductible expenses 368 Recognition of previously unrecognized tax losses (66,000) Current-year losses for which no deferred tax asset was recognized - Change in unrecognized temporary differences (7,012) Share of profit (loss) of associates accounted for using equity method 16,059 Others (7,780) Income tax expense (gain) $ 22,875 |
2022 $ 436,201 |
2021 (354,404) (70,881) 9,529 218 - 232,208 6,448 (276,699) (13,110) (112,287) |
|---|---|---|
$ 22,875 |
(iii) Deferred tax assets and liabilities
- 1) Unrecognized deferred tax liabilities
The consolidated entity is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2022 and 2021. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:
| Aggregate amount of temporary differences related to investments in subsidiaries Unrecognized deferred tax liabilities 2) Unrecognized deferred tax assets |
December 31, 2022 $ 1,303,200 |
December 31, 2021 1,383,494 |
|---|---|---|
$ 260,640 |
276,699 |
|
Deferred tax assets have not been recognized in respect of the following items:
| Tax effect of deductible Temporary Differences The carryforward of unused tax loss |
December 31, 2022 $ 55,823 324,479 |
December 31, 2021 62,835 396,591 |
|---|---|---|
$ 380,302 |
459,426 |
(Continued)
~250~
41
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
The R.O.C. Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes.
Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.
As of December 31, 2022, the information of the Company’s unused tax losses for which no deferred tax assets were recognized are as follows::
| Year of loss | Unused tax loss $ 1,097,101 1,757,481 |
Expiry date |
|---|---|---|
| 2020(approved) 2021(declared) |
2030 2031 |
|
$ 2,854,582 |
- 3) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2022 and 2021 were as follows:
| Deferred Tax Assets: Balance at January 1, 2022 Recognized in profit or loss Balance at December 31, 2022 Balance at January 1, 2021 Recognized in profit or loss Balance at December 31, 2021 Deferred tax liabilities: Balance at January 1, 2022 Recognized in profit or loss Balance at December 31, 2022 Balance at January 1, 2021 Recognized in profit or loss Balance at December 31, 2021 |
Loss carryforward $ 280,000 (33,563) |
Others - 7,671 |
Total $ 280,000 (25,892) |
|---|---|---|---|
$ 246,437 |
7,671 |
$ 254,108 |
|
$ 160,000 120,000 |
- - |
$ 160,000 120,000 |
|
$ 280,000 |
- |
$ 280,000 |
|
Land revalue added rovaluation $ 171,517 - |
**Other ** |
Total 174,534 (3,017) 171,517 176,350 (1,816) 174,534 |
|
3,017 (3,017) |
|||
| $ 171,517 |
- |
||
$ 171,517 - |
4,833 (1,816) |
||
| $ 171,517 |
3,017 |
(iv) The Corporation’s income tax return for the year 2020 had been examined by the tax authorities.
(Continued)
~251~
42
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(o) Capital and other equitiy
As of December 31, 2022, the number of authorized ordinary shares were 800,000 thousand shares (2021: 700,000 thousand shares) with par value of $10 per share. The total value of authorized ordinary shares was amounted to $8,000,000 thousand (2021: $7,000,000 thousand). As of that date, 669,407 thousand (2021: 619,407 thousand) of ordinary shares amounted $6,694,070 thousand (2021: $6,194,070 thousand) were issued. All issued shares were paid up upon issuance.
(i) Ordinary shares
On March 30, 2022, the Board of Directors resolved to issue $500,000 thousand ordinary shares with a par value of $10 per share, 50,000 thousand shares, at an issue price of $14 per share, for cash. The capital increase has been approved by the Financial Supervisory Commission, and the base date of the capital increase is August 11, 2022. All payments for the shares have been received, and the relevant registration procedures have been completed.
(ii) Capital surplus
The balances of capital surplus as of December 31, 2022 and 2021, were as follows:
| Share premium Stock options-fair value differences of associates under equity method Unclaimed dividend |
December 31, 2022 $ 2,879,453 157,189 507 |
December 31, 2021 2,675,703 157,208 507 |
|---|---|---|
| $ 3,037,149 |
2,833,418 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
’ ’ According to the Company s Article, net earnings should be used to offset the prior year s deficits, if any, before paying any income taxes. 10% of retained earnings will be as legal reserve. The rest of the amount and undistributed surplus will be allocated on the basis of the allocation plan proposed by the Board of Directors and submitted to stockholders for approval.
(Continued)
~252~
43
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
Due to demand of expanding business, coordinating with Company’s long-term financial plan for sustainable development and stable economic development, The Company adopts Residual Dividend Policy. The main purpose for this policy is to measure financial demand that based on budget of future capital. The steps of distributions are as below: (1) The best capital budget. (2) Determine the financing required to meet the capital budget in the preceding paragraph. (3) Determine the amount of financing required to be financed by retained surplus (the remaining can be financed by cash increase or corporate bonds). (4) The remaining surplus can be distributed to shareholders in the form of dividends after retaining an appropriate amount according to operational needs. The distribution of future dividends takes into account the use of funds, and draws up an appropriate ratio of cash to stock dividends for the current year, in which cash dividends are 50% to 100%, and stock dividends are 50% to zero.
1) Legal reserve
When a company incurs no loss, it may pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
In accordance with Rule No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders’ equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders ’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
The company’ s "other equity" item under the equity item on December 31, 2019 was negative and a resolution was passed during the general meeting of shareholders held on June 9, 2020 made a special surplus of $17,306 thousand.
The reversal of the Company’s special surplus reserve of $174,327 thousand had been recognized as other equity under equity item on December 31, 2020 based on the resolution approved during the general meeting of the shareholders held on July 29, 2021.
As of December 31, 2022 and 2021, there was no special reserve.
(Continued)
~253~
44
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
3) Earnings distribution
Earnings distribution for 2022 and 2021 was decided by the resolution adopted, at the general meeting of shareholders held on June 21, 2022 and July 29, 2021, respectively. There was no earnings distribution for the years ended December 31, 2021 and 2020 due to losses.
- (iv) other comprehensive income accumulated in reserves, net of tax and non-controlling interest
| Balance at January 1, 2022 Exchange differences on foreign operations: The Company Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income: The Company Subsidiary Associate Remeasurement of defines benefits plan: The Company Associated Unearned employee compensation: Associated Balance at December 31, 2022 |
Exchange differences on translation of foreign financial statements $ 33,030 33,813 - - - - - - |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 306,303 - 108,800 14,430 14,394 - - - |
Remeasurement of defined benefits plan (180,238) - - - - (59,674) 1,966 - |
Unearned employee compensation (334) - - - - - - 334 |
Total 158,761 33,813 108,800 14,430 14,394 (59,674) 1,966 334 |
|---|---|---|---|---|---|
| $ 66,843 |
443,927 | (237,946) | - | 272,824 |
(Continued)
~254~
45
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
| Balance at January 1, 2021 Exchange differences on foreign operations: The Company Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income: The Company Subsidiary Associate Remeasurement of defined benefits plan: The Company Associate Unearned employee compensation: Associate Disposal of investments accounted for using equity method Disposal of investments in equity instruments designated at fair value through other comprehensive income: The Company Subsidiary Balance at December 31, 2021 |
Exchange differences on translation of foreign financial statements $ 41,694 (9,158) - - - - - - 494 - - |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 232,996 - 58,857 19,012 231 - - - (1,016) 486 (4,263) |
Remeasurement of defined benefits plan (182,812) - - - - 3,066 (752) - 260 - - |
Unearned employee compensation (2,622) - - - - - - 2,233 55 - - |
Total 89,256 (9,158) 58,857 19,012 231 3,066 (752) 2,233 (207) 486 (4,263) |
|---|---|---|---|---|---|
| $ 33,030 |
306,303 |
(180,238) | (334) | 158,761 |
(p) Shared-based payment
(i) The Company had the following share-based payment in 2022, and there were no such transactions in 2021.
| Aggrement | Giving Day | Total Giving Units (Thousand) |
Contract Period (Year) |
Vested **Condition ** |
|---|---|---|---|---|
| Cash capital increase reserved for employee subscription |
2022.07.06 | 5,000 |
- |
Immediately vested |
(Continued)
~255~
46
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
- (ii) Information on the cash increase of employee stock option is as follows:
| 2022 Cash capital increase of Employee stock options |
Units (Thousand shares) |
|---|---|
| Granted during the year (number) Exercise during the year (number) Expired during the year (number) Fair value of stock options per share granted during the period |
- (iii) The Company used the option valuation model to estimate the fair value of the stock options for the former share-based transactions, and the parameters used for the valuation model were as follows:
| Price at grant date Exercise price Expected volatility (%) Expected life of the option Risk-free interest rate(%) |
2022 |
|---|---|
| 15.10 14 34.46% 33 Days 1.2718% |
(iv) Employee expense
The Company recognized the operating expenses of $5,500 thousand for the cash increase of employee stock options for the year ended December 31, 2022. There was no such transaction in 2021.
(Continued)
~256~
47
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(q) Per share
The details on the calculation of basic earnings per share and diluted earnings per share as of December 31, 2022 and 2021 as follow:
| Basic earnings per share: Profit/(loss) attributable to ordinary shareholders of the Company Weighted average number of ordinary shares (in thousand of shares) Diluted earnings per share: Profit/(loss) attributable to ordinary shareholders of the Company Weighted average number of ordinary shares (basic) Effect of employee share bonus Weighted average number of ordinary shares (diluted) (in thousand of shares) |
2022 $ 413,326 |
2021 (242,117) |
|---|---|---|
638,996 |
619,407 |
|
$ 0.65 |
(0.39) |
|
| $ 413,326 |
||
638,996 522 |
||
| 639,518 | ||
$ 0.65 |
The net income for 2021 was negative and there was no potential for dilution common stock.
(r) Revenue from contracts with customers
- (i) Details of revenue
| Major products/services lines: Layer of 2 HDI Layer of 4 HDI Layer of 6 HDI Layer of 8 HDI More than 10 Layers Others |
2022 $ 271,557 1,719,192 2,675,302 3,157,105 8,318,103 147,683 |
2021 280,102 1,962,736 2,468,205 2,006,155 5,008,438 143,820 11,869,456 |
|---|---|---|
$ 16,288,942 |
(Continued)
~257~
48
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(ii) Contracts balances
| tracts balances | ||||
|---|---|---|---|---|
| Trade receivables Trade receivables-related parties Less: Loss Allowance |
December 31, 2022 $ 3,956,538 20,375 (2,056) |
December 31, 2021 3,605,556 3,376 (22,923) |
January 1, 2021 3,597,320 1,969 (10,456) |
|
$ 3,974,857 |
3,586,009 |
3,588,833 |
For details on trade receivables and allowance for impairment, please refer to note 6(c). (s) Remuneration to employee and directors
In accordance with the Articles of Incorporation the Company should contribute 1% to 5% of the profit as employee compensation and no more than 3% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
For the years ended December 31, 2022, the Company estimated its employee remuneration amounting to $9,000 thousnad, and directors' and supervisors' remuneration amounting to $4,500 thousand. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during 2022. The amounts, as stated in the financial statements, are identical to those of the actual distributions for 2022.
Due to the loss, there is no surplus to be allocated. Therefore, the Company did nor accrue the remuneration to employee and directors in 2021. Relevant information can be inquired at the Public Information Observatory.
(Continued)
~258~
49
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(t) Non-operating income and expenses
(i) Interest income
The details of interest income were as follows:
| Interest income from bank deposits Other interest income Other income The details of other income were as follows: Compensation income Design income Subsidy Others |
2022 $ 3,238 397 |
2021 395 2 |
|---|---|---|
| $ 3,635 |
397 | |
2022 14,663 35,321 1,495 13,609 |
2021 2,399 25,634 1,419 11,796 |
|
$ 65,088 |
41,248 |
(ii) Other income
(iii) Other gains and losses
The details of other gains and losses were as follows:
| Foreign exchange gains (losses) Losses on disposals of property, plant and equipment Gain on disposal of investment accounted for using equity method Compensation losses Others |
2022 $ 202,006 (3,616) - - (21,092) |
2021 (8,917) (195) 8,324 (2,131) (423) |
|---|---|---|
$ 177,298 |
(3,342) |
(Continued)
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50
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- (iv) Financial costs
The details of finance costs were as follows:
| Interest expense on borrowings Interest expense on lease liabilities Less: Interest capitalization |
2022 $ (96,642) (6,721) 5,005 |
2021 (82,001) (8,326) 5,172 (85,155) |
|---|---|---|
$ (98,358) |
-
(u) Financial instruments
-
(i) Credit risk
- 1) Credit risk exposure
The carrying amount of financial assets and contract assets represents the maximum amount exposed to credit risk.
2) Concentration of Credit risk
During 2022, the Company has a large customer base, it has not concentrated on transactions with a single customer. Therefore, there was no concentration of credit risk in its trade receivables. To minimize credit risk, the Company periodically evaluates the Company’s financial positions.
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| December 31,2022 Non-derivative financial liabilities Short-term borrowings Trade payables Trade payables-related parties Other payable Other payables-related parties Long term borrowings current portion Lease liabilities Long-term borrowings |
Carrying amount |
Contractual cash flows |
Within 12 months |
1-5 years | Over 5 years |
|---|---|---|---|---|---|
$ 727,081 1,638,723 1,315,816 957,125 2,752 1,028,120 315,303 3,106,820 |
729,992 1,638,723 1,315,816 957,125 2,752 1,038,838 335,432 3,251,997 |
729,992 1,638,723 1,315,816 957,125 2,752 1,038,838 96,824 57,928 |
- - - - - - 226,958 3,194,069 |
- - - - - - 11,650 - |
|
$ 9,091,740 |
9,270,675 |
5,837,998 |
3,421,027 |
11,650 |
(Continued)
~260~
51
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
| Carrying amount December 31,2021 Non-derivative financial liabilities Short-term borrowings $ 411,146 Short-term notes and bills payable 1,761,521 Trade payable-related parties 973,031 Other payable 427,174 Other payables-related parties 8,376 Long term borrowings, current portion 1,021,000 Lease liabilities 421,929 Long-term borrowings 4,131,500 $ 9,155,677 |
Carrying amount |
Contractual cash flows |
Within 12 months |
1-5 years Over 5 years - - - - - - - - - - - - 271,791 51,779 4,310,299 - |
|---|---|---|---|---|
411,505 1,761,521 973,031 427,174 8,376 1,032,526 442,338 4,387,350 |
411,505 1,761,521 973,031 427,174 8,376 1,032,526 118,768 77,051 |
|||
$ 9,155,677 |
9,443,821 |
4,809,952 |
4,582,090 51,779 |
The Company did not expect that the timing of cash flow analysis expiary date will be early apparently, or the actual amount will be different apparently.
(iii) Currency risk
1) Exposure to foreign currency risk
The Company’s significant exposure to foreign currency risk were as follows:
| F | inancial assets: Monetary items USD JPY CNY inancial liabilities: Monetary items USD EUR JPY CNY |
December 31, 2022 | Foreign currency |
December 31, 2021 | |||
|---|---|---|---|---|---|---|---|
| Foreign currency |
Exchange rate | **TWD ** | Exchange rate | **TWD ** | |||
| $ 132,971 454 72,639 $ 75,270 - 82,320 33,505 |
USD/TWD= 30.71 JPY/TWD= 0.23 CNY/TWD= 4.41 USD/TWD= 30.71 EUR/TWD= 32.72 JPY/TWD= 0.23 CNY/TWD= 4.41 |
4,083,543 105 320,191 2,311,535 - 19,131 147,692 |
125,837 229 66,939 80,182 264 79,808 27,755 |
USD/TWD= 27.68 JPY/TWD= 0.24 CNY/TWD= 4.34 USD/TWD= 27.68 EUR/TWD= 31.32 JPY/TWD= 0.24 CNY/TWD= 4.34 |
3,483,163 55 290,784 2,219,438 8,261 19,194 120,569 |
||
F |
|||||||
(Continued)
~261~
52
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
2) Sensitivity ananlyses
The Company’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade and other receivables, financial assets at fair value through other comprehensive income, loans and borrowings; and trade and other payables that are denominated in foreign currency.
A strengthening (weakening) of 1% of the NTD against the USD, EUR, CNY, and JPY as of December 31, 2022 and 2021 would have increased (decreased) the equity by $15,404 thousand and $11,252 thousand. This analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably possible at the reporting date. The analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases.
3) Foreign exchange gain and loss on monetary items
Since the Company has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For years 2022 and 2021, foreign exchange gain (loss) (including realized and unrealized portions) amounted to $202,006 thousand and $(8,917) thousand, respectively.
(iv) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Company’ s financial assets and liabilities.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Company management's assessment of the reasonably possible interest rate change.
If the interest rate had increased or decreased by 1% basis points, the Company’s net income (loss) would have increased or decreased by $52,118 thousand and $(49,866) thousand for 2022 and 2021 with all other variable factors remaining constant. This is mainly due to the Company’ s borrowing at variable rates and investment in variable-rate bills.
(Continued)
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53
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(v) Other market price risk
For the years ended December 31, 2022 and 2021, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:
| Prices of securities at the reporting date Increasing 1% Decreasing 1% |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 5,610 - 4,522 - |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 5,610 - 4,522 - |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 5,610 - 4,522 - |
For the years ended December 31, 2022 2021 Other comprehensive income after tax Net income Other comprehensive income after tax Net income $ 5,610 - 4,522 - |
|---|---|---|---|---|
| 2022 | Net income - |
|||
| Other comprehensive income after tax $ 5,610 |
Other comprehensive income after tax 4,522 |
|||
$ (5,610) |
- |
(4,522) |
- |
-
(vi) Fair value of financial instruments
-
1) Fair value hierarchy
The fair value of financial assets and liabilities at fair value through profit or loss, financial instruments used for hedging, and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:
| Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost Cash and cash equivalents Trade receivable Trade receivable-related parties Other receivable-related parties Subtotal Total |
December 31, 2022 | December 31, 2022 | December 31, 2022 | Total 561,000 - - - - - 561,000 |
|
|---|---|---|---|---|---|
| Book Value $ 561,000 |
Fair value | ||||
| Level 1 561,000 |
Level 2 - |
Level 3 - |
|||
398,244 3,954,482 20,375 174,499 |
- - - - |
- - - - |
- - - - |
||
4,547,600 |
- |
- | - | ||
$ 5,108,600 |
561,000 |
- |
- |
(Continued)
~263~
54
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
| Financial liabilities measured at amortized cost Bank loans Trade payable Trade payable-related parties Other payable Other payable-related parties Lease liabilities Subtotal Total Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost Cash and cash equivalents Trade receivable Trade receivable-related parties Other receivable-related parties Other financial assets Subtotal Total Financial liabilities measured at amortized cost Back loans Trade payable Trade payable--related parties Other payable Other payable-related parties Lease liabilities Subtotal Total |
December 31, 2022 | December 31, 2022 | December 31, 2022 | Total - - - - - - - - Total 452,200 - - - - - - 452,200 - - - - - - - - |
|
|---|---|---|---|---|---|
| Book Value $ 4,862,021 1,638,723 1,315,816 957,125 2,752 315,303 |
Fair value | ||||
| Level 1 - - - - - - |
Level 2 - - - - - - |
Level 3 - - - - - - |
|||
9,091,740 |
- |
- | - | ||
$ 9,091,740 |
- |
- | - | ||
December 31, 2021 |
|||||
| Book Value $ 452,200 |
Fair value | ||||
| Level 1 452,200 |
Level 2 - |
Level 3 - |
|||
280,886 3,582,633 3,376 594 4,134 |
- - - - - |
- - - - - |
- - - - - |
||
3,871,623 |
- |
- | - | ||
$ 4,323,823 |
452,200 |
- |
- | ||
$ 5,563,646 1,761,521 973,031 427,174 8,376 421,929 |
- - - - - - |
- - - - - - |
- - - - - - |
||
9,155,677 |
- |
- | - | ||
$ 9,155,677 |
- |
- | - |
(Continued)
~264~
55
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
- 2) Valuation techniques for financial instruments not measured at fair value
The Company’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:
- a) Financial assets measured at amortized cost
If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.
- b) Financial assets and financial liabilities measured at amortized cost
If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.
-
(v) Financial risk management
-
(i) Overview
The Company have exposures to the following risks from its financial instruments:
-
1) credit risk
-
2) liquidity risk
-
3) market risk
The following likewise discusses the Company ’ s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.
- (ii) Structure of risk management
The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company ’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company Audit Committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
(Continued)
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56
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(iii) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial ’ instrument fails to meet its contractual obligations, and arises principally from the Company s receivables from customers and investments in debt securities.
The main potential credit risk of the Company is derived from financial products, such as accounts receivable, but the main sales target are world-renowned manufacturers. In order to reduce the credit risk, the Company also regularly evaluates the customer ’ s operating conditions and the possibility of recovery for period receivables. Because the customer has a large customer base and has a good reputation of profit and credit record, there is no risk of concentration on the credit risk of the company's accounts receivable.
1) Investments
The exposure to credit risk for the bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Company’s finance department. The Company only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Company does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.
2) Guarantees
The Company ’ s policy is to provide financial guarantees only to wholly owned subsidiaries. At December 31, 2022, no other guarantees were outstanding (2021: none).
(iv) Liquidity risk
The Company manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company’s management supervises the banking facilities and ensures compliance with the terms of loan agreements.
Loans and borrowings from the bank form an important source of liquidity for the Company. As of December 31, 2022 and 2021, the Company ’ s unused credit line were amounted to $3,975,122 thousand and $4,037,495 thousand, respectively.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
1) Currency risk
The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Company’ s entities, primarily the NTD, USD, EUR, JPY and CNY. The currencies used in these transactions are NTD, USD, EUR, JPY and CNY.
(Continued)
~266~
57
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
For the Company that use NTD as their functional currency, all borrowed CNY and US dollar loans will use forward contracts with the same maturity date as the loan repayment date for hedging.
Loan interest is priced in the currency of the principal of the loan. Generally speaking, the currency of the borrowing is the same as the currency of the cash flow generated by the operation of the consolidated company, mainly in the NTD, except for CNY and US dollars. In this case, economic hedging is provided without the need to sign derivatives, so hedging accounting is not adopted.
Regarding other monetary assets and liabilities denominated in foreign currencies, when short-term imbalance occurs, the Company buys or sells foreign currencies at real-time exchange rates to ensure that the net risk of risk remains at an acceptable level.
2) Interest rate risk
This is achieved partly by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of variability in cash flows attributable to movements in interest rates.
3) Other market price risk
The Company is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Company does not actively trade in these investments as the management of the Company minimizes the risk by holding different investment portfolios.
- (w) Capital management
The Company’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
| Total liabilities Less: cash and cash equivalents Net debt Total equity Debt-to-equity ratio at December 31 |
December 31, 2022 $ 9,505,034 (398,244) |
December 31, 2022 $ 9,505,034 (398,244) |
December 31, 2021 9,889,036 (280,886) |
|---|---|---|---|
$ 9,106,790 |
9,608,150 |
||
$ 10,724,363 |
9,493,243 |
||
84.92% |
101.21% |
(Continued)
~267~
58
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(x) Investing and financing activities not affecting current cash flow
| Long-term borrowings(including current portion) Short-term borrowings Lease liabilities Total liabilities from financing activities Short-term notes payable and bills payable Long-term borrowings(including current portion) Short-term borrowings Lease liabilities Total liabilities from financing activities |
January 1,2022 Cash flows Lease payment change Others December 31, 2022 $ 5,152,500 (1,017,560) - - 4,134,940 411,146 315,935 - - 727,081 421,929 (133,299) 26,673 - 315,303 $ 5,985,575 (834,924) 26,673 - 5,177,324 January 1,2021 Cash flows Lease payment change Others December 31, 2021 $ 69,991 (69,991) - - - 4,167,000 985,500 - - 5,152,500 172,631 238,515 - - 411,146 506,788 (122,665) 29,480 8,326 421,929 |
|---|---|
$ 4,916,410 1,031,359 29,480 8,326 5,985,575 |
(7) Related-party transactions
(a) Names and relationship with related parties
The followings are entities that have had transactions with related party during the periods covered in the financial statements.
Name of related party
Unitech Electronics International Limited (Unitech BVI)
Da Tai investment Company
Unitech Electronics International Limited (Unitech HK)
Shanghai Unitech Electronics (Nantong) Co., Ltd
CHANG, YUAN-MING
Relationship with the Group
The subsidiary of The Company
The subsidiary of The Company
The subsidiary of The Company
The subsidiary of The Company
President of the company
CHEN, CHENG-HSIUNG
Director of the company
Fulltech Fiber Glass Corp.
Ideal Bike Corporation
Unitech Printed Circuit Humanities and Education Foundation
Taiwan Federation of commerce
An associate
The entity’s president is the second immediate family of the president of the Company
The entity’s president is the first immediate family of the president of the Company
The entity’s chairman is the first immediate family of the president of the Company
(Continued)
~268~
59
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
| Name of related party Pan-Pacific & Southeast Asia Women’s Association Ppseawa Taiwan R.O.C. TESD Foundation Taiwan Coalition of Service Industries The Business Development Foundation on the Chinese Straits |
Relationship with the Group |
|---|---|
| The entity’s chairman is the first immediate family of the president of the Company The entity’s president is the first immediate family of the president of the Company The entity’s chairman is the president of the Company The entity’s Vice-president is the president of the Company |
(b) Significant transactions with related parties
- (i) The sales and receivables from parties were as follw:
| Subsidiaries | Sales 2022 2021 $ 70,729 14,648 |
Trade receivables December 31, 2022 December 31, 2021 20,375 3,376 |
|---|---|---|
| 2022 $ 70,729 |
December 31, 2022 20,375 |
The credit period for general clients are 30-120days next monthly settlement; but for related-party is 120days next monthly settlement.
- (ii) Purchase
The payables to related parties were as follows:
| Shanghai Unitech Electronics (Nantong) Co., Ltd |
Purchase 2022 2021 $ 3,476,985 2,841,038 |
Purchase 2022 2021 $ 3,476,985 2,841,038 |
Payables-related parties December 31, 2022 December 31, 2021 1,315,816 973,031 |
Payables-related parties December 31, 2022 December 31, 2021 1,315,816 973,031 |
|---|---|---|---|---|
| 2022 $ 3,476,985 |
December 31, 2022 1,315,816 |
|||
The payment condition to related-parties for the Company is on the basis of their capital. In general, the condition of receivables for clients is approximately 90 days; since the Company did not purchase the identical merchandise from other suppliers, price of transactions do not have comparison basis.
- (iii) Loans and guarantee to Related Parties
December 31, 2022 and 2021, the related parties had provided a guarantee for loans taken out by the president of Company.
As the year of December 31, 2022 and 2021, the Company made the endorsement guarantee for its subsidiary which lent money from the financial institution, the amoubt is $1,964,410 thousand and $2,112,697 thousand, respectively.
(Continued)
~269~
60
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(iv) Loans to Related Parties
The loans to related parties were as follows(classified into other receivables-related parties):
| Subsidiaries | 2022 | 2021 - |
|---|---|---|
| $ 173,512 |
The Company's loans to related parties bear interest based on the contracts for the year, and are all unsecured loans.For the years ended December 31, 2022, the company recognized the amount of $394 thousand as interest income from loans to related parties. As of December 31, 2022, the balance of interest receivable amounted to $312 thousand.
(v) Other
-
1) As of December 31, 2022 and 2021, other receivables raised due to collection and payment and various expense between the Company and related parties is $675 thousand and $594 thousand, respectively which were classified into other receivables-related parties.
-
2) As of December 31, 2022 and 2021, donation to associates is $3,600 thousand and $4,300 thousand, respectively, which were classified under the item “Selling expenses and ”
-
administrative expenses .
(c) Key management personnel compensation
Key management personnel compensation comprised:
Short-term employee benefits
| 2022 | 2021 57,745 |
|---|---|
| $ 74,580 |
(8) Pledged assets
The carrying values of pledged assets were as follows:
| Pledged assets | **Object ** | December 31, 2022 $ 407,228 1,685,689 2,510,768 1,265 46,557 $ 4,651,507 |
December 31, 2021 407,228 1,712,050 2,935,996 1,655 46,491 |
|---|---|---|---|
| Land Building and construction Machinery and equipment Other equipment Certificate of deposit (Note 1) |
Long-term borrowings Long-term borrowings Long-term borrowings Long-term borrowings Bureau of Costoms’ endorsement, Letzer Industrial Park deposit and Loung Te Industrial Park deposit |
||
5,103,420 |
(Note1) Classified into the account of “Refundable Deposits"
(Continued)
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61
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(9) Significant commitments and contingencies:
-
(a) As of December 31, 2022, the total amount of the significant machinery and equipment contracts signed by the Company was approximately $468,760 thousand, and the payment of $361,062 thousand was classified into “Property, Plant and Equipment” and “Prepaid Equipment”.
-
(b) The Company’s outstanding standby letter of credit are as follows:
| USD JPY EUR |
December 31, 2022 $ 1,037 |
(in thousand) December 31, 2021 569 |
|---|---|---|
$ 23,120 |
13,920 | |
$ 92 |
264 |
- (c) The Company and other 9 companies that are also shareholders of Taiwan International Securities Co., Ltd. (hereinafter referred to as Taiwan International Securities), entered into an agreement with Capital Securities Corp. (hereinafter referred to as Capital Securities) stipulating that the issue of investor compensation for the dispute over the sale of GVEC private investment products within $173,000 thousand by employees of Taiwan International Securities in 2005 will be handled by Capital Securities as the priority; the remaining amount and risks will be dealt by the company that signed of the agreement. However, the content and scope of "responsible processing" are not clearly defined, and the relevant cases are still in progress. Therefore, the Company is unlikely to be liable for compensation and should not have a significant impact on the Company's shareholders' equity.
(10) Losses Due to Major Disasters: None
(11) Subsequent Events:
The Company's board of directors resolved to apply to the Industrial Development bureau MOEA for the purchase of land which located in Lizhe Industrial Park, Wujie Township, Yilan conty for a total contract of $836,572 thousand on January 13, 2023.
(Continued)
~271~
62
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(12) Other:
- (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| By function By item |
2022 | 2021 | ||||
| Cost of Sale |
Operating Expense |
Total | Cost of Sale |
Operating Expense |
Total | |
| Employee benefits | ||||||
| Salary | 2,814,483 | 519,443 |
3,333,926 | 2,288,985 | 449,160 |
2,738,145 |
| Labor and health insurance | 277,752 |
39,777 |
317,529 |
258,693 |
38,898 |
297,591 |
| Pension | 120,049 | 25,374 |
145,423 |
105,182 |
25,442 |
130,624 |
| Remuneration of directors | - |
5,490 | 5,490 |
- |
5,525 | 5,525 |
| Others | 81,600 | 43,316 |
124,916 |
78,949 |
36,722 |
115,671 |
| Depreciation | 1,103,836 | 71,458 |
1,175,294 | 1,127,455 | 72,514 |
1,199,969 |
| Amortization | 3,927 | 20,995 |
24,922 |
2,931 |
15,935 |
18,866 |
The extra information for number of employee and expense of employee benefit for the Company were as follows:
| as follows: | |||
|---|---|---|---|
| Number of employees Number of directors who were not employees The average employee benefit The average salaries and wages Adjustment of Average salary expenses Supervisor's remuneration |
2022 4,966 |
2021 4,734 |
|
5 |
5 |
||
| $ 791 |
694 |
||
| $ 672 |
579 |
||
| 16.06% $ - |
16.06% | 2.66% - |
The salary payment policy for the Company were as follow:
-
(i) The salary payment policy, standard, portfolio and the procedure of payment regulation are on the basis of the Company’s Human Resources regulation to execute. As for the profit allocation of director’s and supervision’s remuneration, the Company will firstly do the salary provision according to the Article of Association, and then resolution by remuneration committee. After those procedure, the profit allocation will have the approval form the Board and will be reported on the shareholder’s meeting.
-
(ii) The relationship between remuneration payment and operating performance is positive, and will pay reasonably after the Company do the operating risk evaluation.
(Continued)
~272~
63
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(13) Other disclosures:
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:
- (i) Loans to other parties:
(In Thousands of New Taiwan Dollars)
| Number | Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower (Note 1) |
Transaction amount for business between two parties |
Reasons for short-term financing |
Allowance for bad debt |
Collateral | Collateral | Individual funding loan limits (Note) |
Maximum limit of fund financing (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Value | |||||||||||||||
| 0 | Unitech Electronics Co., Ltd. |
Unitech BVI |
Other receivable- related parties |
Yes | 278,010 | 276,390 |
173,512 |
2%~2.22% | 2 |
- | Reduce the group finance cost |
- |
- | - | 1,072,436 | 2,144,873 |
| 1 | Shanghai Unitech Electronics Co., Ltd. |
Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Other receivable- related parties |
Yes | 1,050,572 | 357,048 |
357,048 |
3.65%~4% | 2 |
- | General operating and return the loan |
- | - | - | 3,247,829 | 3,247,829 |
- Note: The company's direct and payment and operating rights shall not exceed the operating cost of the foreign company and the company's 100 value limit.
Note 1: The methods of capital loan and nature are as follows:
-
(1) Fill in 1 for those who have business dealings.
-
(2) Fill in 2 if there is a need for short-term financing.
(ii) Guarantees and endorsements for other parties:
(In Thousands of New Taiwan Dollars)
| No. (Note1) |
Name of guarantor |
Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise (Note3 and 5) |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements (Note 4 and 6) |
Parent company endorsements/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationshi p with the Company (Note2) |
||||||||||||
| 0 | The Company |
Unitech BVI | 2 |
5,362,181 | 896,960 |
656,520 |
92,130 |
- |
6.12% | 8,579,490 |
Y |
N | N |
| 0 | The Company |
Shanghai Unitech Electronics Co., Ltd. |
2 | 5,362,181 | 442,125 |
368,520 |
368,520 |
- |
3.44% | 8,579,490 |
Y |
N | Y |
| 0 | The Company |
Shanghai Unitech Electronics (Nantong) Co., Ltd. |
2 | 5,362,181 | 979,980 |
939,370 |
812,735 |
- |
8.76% | 8,579,490 |
Y |
N | Y |
| 1 | Shanghai Unitech Electronics Co., Ltd. |
Shanghai Unitech Electronics (Nantong) Co., Ltd. |
2 | 3,247,829 | 1,760,382 |
1,720,873 |
1,720,873 |
- |
52.99% | 6,495,658 |
Y |
N | Y |
Note1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
-
(a) The Company is ‘0’.
-
(b) The subsidiaries are numbered in order starting from ‘1’.
Note2: 7 forms of relationships in which corporate guarantees exist are defined as follows:
-
(a) Entities have business relations with Company.
-
(b) The Company directly or indirectly holds more than 50% of voting shares of its subsidiaries.
-
(c) Investees directly or indirectly own more than 50% of voting shares of the Company.
-
(d) The Company directly or indirectly holds 90% of voting shares of its subsidiaries.
-
(e) Entities have construction contract agreements with the Company.
-
(f) The reason for the Company jointly invested in the entities is to provide proportionate endorsements.
-
(g) The Company has contractual pre-sold home agreements with its related parties under the Consumer Protection Law.
(Continued)
~273~
64
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
-
Note3: The Company’s aggregate amount allows endorsement or guarantee that does not exceed 50% of its net worth in December 31, 2022.
-
Note4: The Company’s aggregate amount allows endorsement or guarantee that does not exceed 80% of its net worth in December 31, 2022.
-
Note5: The Subsidiaries aggregate amount allows endorsement or guarantee that does not exceed 100% of its net worth in December 31, 2022.
-
Note6: The Subsidiaries aggregate amount allows endorsement or guarantee that does not exceed 200% of its net worth in December 31, 2022.
-
(iii) Securities held as of December 31, 2022 (excluding investment in subsidiaries, associates and joint ventures):
(Thousand Shares)
| Name of holder | Category and name of security |
Relationship withcompany |
Account title |
Ending balance | Ending balance | Ending balance | Ending balance | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value | Percentage of ownership (%) |
Fair value | |||||
| The Company |
Ideal bike Corporation | Related party |
Financial assets at fair value through other comprehensive income non-current |
34,000 | 561,000 |
11.27% |
561,000 |
|
| Da Tai Investment Co., Ltd. |
ANCAD Incorporated | - |
" | 26 | - |
2.02% | - |
|
| Da Tai Investment Co., Ltd. |
Taiwan First Biotechnolgy Corporation |
- | " | 5,306 | 109,766 |
4.00% |
109,766 |
|
| DA-TAI Investment Co., Ltd. |
Jih Sun Money Market Fund |
- |
Current financial assets at fair value through profit or loss |
949 | 14,295 |
- % |
14,295 |
|
| Shanghai Unitech Electronics Co., Ltd. |
Financial Product | - |
" | - | 89,167 | - % |
89,167 |
- (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:
| Name of company |
Category and name of security (Note1) |
Account name |
Name of counter-part y (Note2) |
Relationship with the company (Note2) |
BeginningBalance | BeginningBalance | Purchases | Purchases | Sales | Sales | Sales | Sales | EndingBalance | EndingBalance | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Price | Cost | Gain (loss) on disposal |
Shares |
Amount | ||||||
| Unitech Electronics International (HK)Limited |
Stocks of Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Investments accounted for using equity method |
Note 3 |
Subsidiary | - |
- | - | 20,000 | - |
- | - | - | - | 20,000 | Note4 |
| Shanghai Unitech Electronics Co., Ltd. |
Financial Product |
Current financial assets at fair value through profit or loss |
Bank of Communicat ions |
None | - | - | - | 20,000 | - |
- | - | - | - | 20,000 | Note5 |
| Shanghai Unitech Electronics Co., Ltd. |
Financial Product |
Current financial assets at fair value through profit or loss |
Bank of Communicat ions |
None | - | - | - | 30,104 | - |
30,115 | 30,104 |
11 |
- |
- | Note5 |
| Shanghai Unitech Electronics Co., Ltd. |
Financial Product |
Current financial assets at fair value through profit or loss |
Bank of Communicat ions |
None | - | - | - | 30,000 | - |
30,015 | 30,000 |
15 |
- |
- | Note5 |
Note 1 :Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities. Note 2 :Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leaves the columns blank.
Note 3 :Issuance of ordinary shares of cash.
Note 4 :The transaction currency is USD(thousands).
Note 5 :The transaction currency is RMB (thousands).
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
- (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
(Continued)
~274~
65
Unitech Printed Circuit Board Corporation Notes to the Financial Statements
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Related party | Nature of relationship |
Transaction details | Transaction details | Transaction details | Transactions with terms different from others |
Transactions with terms different from others |
Notes/Accounts receivable (payable) |
Notes/Accounts receivable (payable) |
Note |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | Percentage of total purchases/sales |
Payment terms |
Unit price | Payment terms | Ending balance | Percentage of total notes/accounts receivable (payable) |
||||
| The Company | Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Subsidiary |
Purchase | 3,476,985 | 37.16% |
The payment terms are based on the loose funds. |
- |
The payment terms are based on the loose funds. |
(1,315,816) | (44.54)% |
|
| Shanghai Unitech Electronics (Nantong) Co., Ltd. |
The Company | The Parent company |
Sale | (3,476,985) | (74.29)% |
The collection terms are based on the loose funds. |
- |
The collection terms are based on the loose funds. |
1,315,816 | 76.86% |
(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue | Overdue | Amounts received in subsequent period |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| The company |
Unitech BVI | Subsidiary | 173,824 | - |
- | - | - | |
| Shanghai Unitech Electronics Co., Ltd. |
Shanghai Unitech Electronics (Nontong) Co., Ltd. |
Subsidiary | 364,149 | - |
- | - | - | - |
| Shanghai Unitech Electronics (Nontong) Co., Ltd. |
The Company | The Parent company |
1,315,816 | 3.04 |
- |
- | 281,592 (USD9,287 thousand) |
- |
- (ix) Trading in derivative instruments: None.
(b) Information on investees:
The following is the information on investees for the years ended December 31, 2022 (excluding information on investees in Mainland China):
(Thousand Shares)
| Name of investor | Name of investee | Location | Main businesses and products |
Original investment amount | Original investment amount | Balanceas of December31,2022 | Balanceas of December31,2022 | Balanceas of December31,2022 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
Shares (thousands) |
Percentage of wnership |
Carrying value |
|||||||
| The Company | Unitech BVI |
British Virgin Islands |
Reinvestment | 2,509,779 | 2,414,937 |
3.90 |
100.00% |
3,602,257 |
(54,959) |
(75,431) |
|
| The Company | Da Tai Investment Co.,Ltd. | Taiwan |
General investment | 820,019 | 820,019 |
82,000 |
100.00% |
1,167,302 |
(1,779) |
(1,779) | |
| The Company | Unitech Electronics International (HK)Limited |
Hong Kong |
Reinvestment | 153,980 | 153,980 |
5,000 |
6.10% |
214,318 |
(50,580) |
(3,084) |
|
| Da Tai Investment Co., Ltd. | Fulltech Fiber Glass Corp. |
Taiwan |
Manufacturing of glass and glass products |
600,684 | 600,684 |
59,465 |
13.47% |
1,039,704 |
37,931 |
3,379 |
|
| Unitech BVI | Unitech Electronics International (HK)Limited |
Hong Kong |
Reinvestment | 2,480,927 | 2,480,927 |
77,000 |
93.90% |
3,877,332 |
(50,580) |
(47,496) |
(c) Information on investment in mainland China:
- (i) The names of investees in Mainland China, the main businesses and products, and other information:
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment (Note1) |
Accumulated outflow of investment from Taiwan as of January 1, 2021 |
Investment flows | Investment flows | Accumulated outflow of investment from Taiwan as of December 31, 2022 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (losses) (Note2) |
Book value |
Accumu-lated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Shanghai Unitech Electronics Co., Ltd. |
Manufacturing and sale of PCB |
2,474,777 | (2) |
2,480,927 | - |
- | 2,480,927 | (54,515) |
100.00% | (54,515) |
3,247,829 |
- |
| Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Manufacturing and sale of PCB |
4,486,960 | (3) |
367,320 (Note3) |
570,480 (Note4) |
- |
937,800 | (15,685) |
100.00% | (15,685) |
3,967,096 |
- |
(Continued)
~275~
66
Unitech Printed Circuit Board Corporation
Notes to the Financial Statements
(ii) Limitation on investment in Mainland China:
| Company Name | Accumulated Investment in Mainland China as of December 31, 2022 (Note5) |
Investment Amounts Authorized by Investment Commission, MOEA (Note5) |
Upper Limit on Investment (Note6) |
|---|---|---|---|
| The Company | 3,835,556 (USD 124,896 thousand) |
3,835,556 (USD 124,896 thousand) |
6,434,617 |
Note1: Investments are made through one of three ways:
-
(1) Direct investment from Mainland China
-
(2) Indirect investment from third-party country
-
(3) Others
Note2: The recognition of gain and loss on investment based on the financial report which was assured by R.O.C. Accountant. Note3: The amount includes the capitalization of retained earnings amounting to USD7,000 thousand.
Note4: The amount includes the capitalization of retained earnings amounting to USD20,000 thousand. Note5: As of December 31, 2022, exchange rate USD/NTD 1:30.71
Note6: Calulated based on 60% of hte Company's net worth.
- (iii) Significant transactions:
The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated “ ” financial statements, are disclosed in Information on significant transactions .
(d) Major shareholders:
| Major shareholders: | Major shareholders: | Major shareholders: |
|---|---|---|
| (Unit: Share) | ||
| Shareholding Shareholder’s Name |
Shares | Percentage |
| GUO-LING INVESTMENT CO. LTD | 42,836,450 | 6.39% |
(14) Segment information:
Please refer to 2022 Consolidated Financial Statements.
~276~
67
Unitech Printed Circuit Board Corporation Statement of cash and cash equivalents December 31, 2022 (Expressed in thousands of New Taiwan Dollars)
| Item Cash on hand Bank deposits |
Description Petty cash Demand deposits Land Bank of Taiwan Tucheng Branch Chang Hwa Bank Tucheng Branch Chang Hwa Bank Zhongshan North Road Branch Others (All of them are less than 5%) Subtotal Foreign currency deposits Chang Hwa Bank Zhongshan North Road Branch (USD2,918 thousand) Bank of Taiwan Tucheng Branch (USD1,819 thousand) Taiwan Business Bank Tucheng Branch (USD1,013 thousand) Others (All of them are less than 5%) Subtotal Time deposits Bank SinoPac Dunbei Branch (USD2,000thousand) (The period of time deposits was 2023.1.9 , and the annual rate was 4.35%) Subtotal |
Amount $ 631 20,610 24,553 51,684 19,526 116,373 89,616 55,847 31,116 43,241 219,820 61,420 61,420 $ 398,244 |
|---|---|---|
Note: Foreign currnecy deposit are coverted at the spot exchange rate notifieied by the Bank of Taiwan on 2022.12.31
USD:NTD=1:30.7100
~277~
68
Unitech Printed Circuit Board Corporation Statement of trade receivables
December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| Item Non Related-parties: L4700 C37U0 S6800 B5700 Others (less than 5%) Subtotal Less: Allowance for bad debt Net value |
Amount |
|---|---|
| $ 332,564 331,937 284,288 210,645 2,797,104 |
|
3,956,538 (2,056) |
|
$ 3,954,482 |
Statement of inventories
| Item Raw materials and consumables Work in Progress Finished goods Merchandise inventory Subtotal Less: Allowance for Inventory Valuation Losses Total |
Amount Cost Net realizable value Remark $ 254,476 249,862 adopted replacement cost 1,123,192 1,256,110 adopted net realizable value 607,072 712,333 〃 384,280 370,714 〃 2,369,020 2,589,019 (186,590) $ 2,182,430 |
|---|---|
~278~
69
Unitech Printed Circuit Board Corporation
Statement of financial assets measured at fair value through other
comprehensive income - non-current December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| **Item ** | January 1,2022 Number of shares Fairvalue |
January 1,2022 Number of shares Fairvalue |
Addition Number of shares Amount |
Addition Number of shares Amount |
Addition Number of shares Amount |
Decrease Number of shares Amount |
Decrease Number of shares Amount |
Decrease Number of shares Amount |
**Disposal ** | **Evaluation ** | December 31, 2022 Number of shares Fairvalue |
December 31, 2022 Number of shares Fairvalue |
December 31, 2022 Number of shares Fairvalue |
Endorsement or Pledge Remark |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Number of shares |
Number of shares |
Number of shares |
||||||||||||
| Non-current: Ideal Bike Corporation |
34,000 | $ 452,200 |
- | - | - | - | - | 108,800 | 34,000 | 561,000 | N/A - |
~279~
70
Unitech Printed Circuit Board Corporation
Statement of changes in investments accounted for using the equity method
December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| Investee Valuation accounted for equity method: Unitech Electronics International Limited (BVI) Da Tai Investment Company Unitech Electronics International Limited (HK) |
January 1, 2022 Number of shares Amount 3.75 $ 3,556,522 82,000 1,212,906 5,000 216,983 $ 4,986,411 |
Addition Number of shares Amount 0.15 94,842 - - - - 94,842 |
Deductions Number of shares Amount - - - - - - - |
Deductions Number of shares Amount - - - - - - - |
Investment accounted under the equity method (75,431) (1,779) (3,084) (80,294) |
Others - 31,105 - 31,105 |
Cumulative translation adjustment 26,324 7,070 419 33,813 |
Cash Diviend - (82,000) - |
December 31, 2022 Shareholdin g ratio(%) Amount 100.00 3,602,257 100.00 1,167,302 6.10 214,318 4,983,877 |
December 31, 2022 Shareholdin g ratio(%) Amount 100.00 3,602,257 100.00 1,167,302 6.10 214,318 4,983,877 |
Endorsement or Pledge |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares 3.75 82,000 5,000 |
Number of shares 0.15 - - |
Number of shares - - - |
Name of shares 3.90 82,000 5,000 |
Shareholdin g ratio(%) 100.00 100.00 6.10 |
||||||||
N/A N/A N/A |
||||||||||||
- |
(82,000) | 4,983,877 |
~280~
71
Unitech Printed Circuit Board Corporation
Statement of short-term borrowings
December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| Creditor | Characteristic of borrowings |
December 31, 2022 |
Period | Credit line | Pledges or collaterals |
|---|---|---|---|---|---|
| Taiwan Business Bank Bank of Taiwan Shin Kong Commercial Bank Bangkok Bank First Commercial Bank Land Bank of Taiwan Bank of Taiwan Taiwan Cooperative Bank Mega International Commercial Bank Add:Exchange losses Total |
Credit loan 〃 〃 〃 〃 〃 Letter of credit 〃 Secured Loan |
100,000 A year 100,000 〃 100,000 〃 150,000 〃 80,000 〃 80,000 〃 14,188 〃 2,305 〃 100,000 〃 588 $ 727,081 |
160,000 NA 300,000 〃 200,000 〃 153,550 〃 200,000 〃 200,000 〃 300,000 〃 150,000 〃 497,000 Land、 Buildings |
Note: The interest interval is between 0.79%~1.98%.
Statement of trade payables
| Item Non related-parties: Lin Horn Technology Co.,Ltd Elite Materil Co., Ltd. Atotech Twiwan Limited Corp. Others (less than 5%) Subtoal Less: Gain on exchange rate Total |
Amount $ 372,331 194,361 96,874 984,959 |
|---|---|
1,648,525 (9,802) |
|
$ 1,638,723 |
~281~
72
Unitech Printed Circuit Board Corporation
Statement of other payables
December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| Item Salary payables Equipment payables Others Total |
Amount $ 446,748 183,778 326,599 |
|---|---|
$ 957,125 |
Statement of long-term borrowings
Ammount of borrowings
| Ammount of | borrowings | |||
|---|---|---|---|---|
| Item First Commercial Bank Mega International Commercial Bank Mega International Commercial Bank Shin Kong Commercial Bank Shin Kong Commercial Bank Cota Commercial Bank Bank of Taiwan Syndicated Kaohsiung Commercial Bank Kaohsiung Commercial Bank Total |
Current portion - 67,000 111,120 46,500 3,500 40,000 725,000 5,000 30,000 |
Non-current portion 100,000 166,000 333,320 708,500 41,500 30,000 1,687,500 - 40,000 |
Contract Period | Pledges or collaterals |
2025.04 2026.02 2026.12 2027.03 2027.03 2024.03 2025.04 2023.03 2024.11 |
N/A Land and Buildings Land and Buildings Land and Buildings N/A N/A Land, Buildings and Facilities N/A N/A |
|||
$ 1,028,120 |
3,106,820 |
Note: The interest interval is between 1.41%~2.42%.
~282~
73
Unitech Printed Circuit Board Corporation
Statement of operating revenue
For the year ended December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| **Item ** | Quantity (Unit:sq ft) | Amount $ 271,557 1,719,192 2,675,302 3,157,105 8,318,103 147,683 $ 16,288,942 Amount $ 514,559 158,888 178,524 495,553 1,347,524 58,062 $ 1,405,586 |
|---|---|---|
| Layer of 2 HDI 659.00 Layer of 4 HDI 3,613.00 Layer of 6 HDI 2,315.00 Layer of 8 HDI 2,247.00 Over layer of 10 HDI 2,460.00 Others - Net sales Summary of operating expenses Item Selling expenses and administrative expenses: Salary expenses Miscellaneous expenses Commissions expenses Others (less than 5% for each item) Subtotal Research and development expenses Total |
~283~
Unitech Printed Circuit Board Corporation
Statement of operating costs
For the year ended December 31, 2022
(Expressed in thousands of New Taiwan Dollars)
| Item Direct raw material Balance, beginning of year Add: raw material purchased Less: transferred to manufacturing expenses direct raw material, end of year Subtotal Indirect raw material Balance, beginning of year Add: raw material purchased Less: transferred to manufacturing expenses indirect raw material, end of year Subtotal Direct labor Manufacturing expenses Manufacturing cost Add: work in process, beginning of year Less: work in process, end of year transferred to research and development expenses transferred to other losses Cost of finished goods Add: finished goods, beginning of year finished goods(warehouse), beginning of year Other Less: finished goods, end of year finished goods(warehouse), end of year Cost of goods sold- finished goods Merchandise, beginning of the year Add: Merchandise purchased Less: Merchandise, end of the year Cost of merchandise sold Add: Gain from price recovery of inventory Advertisement expense and sample expenses Income from scrap sales Cost of sales |
Amount $ 126,992 2,463,757 (26,327) (139,407) 2,425,015 128,495 2,445,238 (450,886) (115,069) 2,007,778 2,482,723 3,974,985 10,890,501 1,003,391 (1,123,192) (14,502) (13,947) 10,742,251 141,759 194,662 871 (465,954) (141,118) 10,472,471 275,821 4,450,338 (384,280) 4,341,879 (35,061) (24,899) (239,866) $ 14,514,524 |
|---|---|
Statement of change in cost and accumulated depreciation of property, plant and equipment refer to note6(g). Statement of change in cost and accumulated depreciation of right-of-use assets refer to note6(h).
~284~
VI. Any insolvency to the Company and its affiliates in the previous period to the day this report was printed: None.
Seven. Review of Financial Position and Financial Performance, and Assessment of Risks
- I. Comparative Analysis of Financial Position: Unit: NT$ thousand; %
| Year Item |
2022 |
2021 | Difference | Difference |
|---|---|---|---|---|
| Amount | % | |||
| Current Assets | 6,835,578 | 5,610,478 |
1,225,100 |
21.84% |
| Non-current Assets | 13,393,819 | 13,771,801 |
(377,982) |
-2.74% |
| Total Assets | 20,229,397 | 19,382,279 |
847,118 |
4.37% |
| Current Liabilities | 5,803,246 | 5,111,524 |
691,722 |
13.53% |
| Non-current Liabilities |
3,701,788 | 4,777,512 |
(1,075,724) |
-22.52% |
| Total Liabilities | 9,505,034 | 9,889,036 |
(384,002) |
-3.88% |
| Capital of Common Shares |
6,694,072 | 6,194,072 |
500,000 |
8.07% |
| Capital Surplus | 3,037,149 | 2,833,418 |
203,731 |
7.19% |
| Retained Earnings | 720,318 | 306,992 |
413,326 |
134.64% |
| Other Equity | 272,824 | 158,761 |
114,063 |
71.85% |
| Treasury Shares | 0 | 0 |
0 |
0 |
| Total Equity | 10,724,363 | 9,493,243 |
1,231,120 |
12.97% |
| Total Liabilities and Shareholders Equity |
20,229,397 | 19,382,279 |
847,118 |
4.37% |
| Note to Items of Significant Change (change exceeding 50%) 1. The retained earnings increased as the Company made a profit in 2022. 2. Other equity increased due to an increase in the market value of the shares issued by Ideal Bike Corporation held bythe Companyin 2022. |
II. Comparative Analysis of Financial Performance:
| Year Item Net Sales Cost of Operation Gross Profit OperatingExpenses OperatingIncome(loss) Non-operating Income and Expenses Net Income (loss) Before Tax Less: Income Tax Expenses Net Income (loss) in the Current Period |
Unit: NT$ thousand; % | Unit: NT$ thousand; % | ||
|---|---|---|---|---|
| 2022 | 2021 | Amount Change |
Proportion of Change (%) |
|
| 16,288,942 | 11,869,456 | 4,419,486 | 37.23% | |
| 14,514,524 | 12,328,824 | 2,185,700 | 17.73% | |
| 1,774,418 | (459,368) | 2,233,786 | 486.27% | |
| 1,405,586 | 1,205,484 | 200,102 | 16.60% | |
| 368,832 | (1,664,852) | 2,033,684 | 122.15% | |
| 67,369 | 1,310,448 | (1,243,079) | -94.86% | |
| 436,201 | (354,404) | 790,605 | 223.08% | |
| 22,875 | (112,287) | 135,162 | 120.37% | |
| 413,326 | (242,117) | 655,443 | 270.71% |
~285~
Note to Items of Significant Change (change exceeding 50%)
-
The Gross profit increased as the product structure was adjusted.
-
Operating income increased due to an increase in gross profit.
-
Operating income and expenses fell due to a decrease in the investment income accounted for under the equity method.
-
Net income before tax increased due to an increase in gross profit.
-
The income tax expenses increased due to an increase in net income before tax.
-
Net income for this period increased due to an increase in gross profit.
III. Cash Flow Analysis:
(I) Analysis of Cash Flow in 2022: Unit: NT$ thousand
| Cash Balance at the Beginning of the Period |
Net Cash Flow From Operating Activities of the Period |
Net Cash Flow From Investment and Financing Activities of the Period |
Amount of Cash Surplus (short) |
Remedy for Cash Short | Remedy for Cash Short |
|---|---|---|---|---|---|
Investment Plan |
Wealth Management Plan |
||||
| 280,886 | 934,614 | (817,256) | 398,244 | --- | --- |
1. Cash inflow from operating activities amounted to approximately NT$935 million mainly due to a profit made in the core business.
2. Cash flow from investing activities amounted to approximately NT$680 million mainly due to the purchase of machines and equipment.
3. Cash flow from financing activities amounted to approximately $137 million mainly due to the repayment of borrowings and a cash capital increase.
-
(II) Remedy for Cash Short and Liquidity Analysis: Not applicable.
-
(III) Liquidity Analysis for the Coming Year: The Company expects that equity capital and bank loans will be sufficient to cover capital expenditures and the payout of cash dividends.
-
IV. Major Capital Expenditures in the Previous Period and its Influence on Financial Position and Operation:
-
(I) Purpose of Significant Capital Expenditures and the Sources of Capital
Unit: NT$1,000
| Plan | Actual or Expected Sources of Capital |
Actual or Expected Date of Completion |
Actual or Expected Use of | Actual or Expected Use of | Actual or Expected Use of | Funds | ||
|---|---|---|---|---|---|---|---|---|
2022 |
2023 | 2024 | 2025 | 2026 | 2027 | |||
| Machine and Equipment Purchase |
Equity Capital |
2022.12.31 | 602,482 |
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| Machine and Equipment Purchase |
Equity Capital |
2023.12.31 | 949,548 | |||||
|---|---|---|---|---|---|---|---|---|
| Machine and Equipment Purchase |
Equity Capital |
2024.12.31 | 1,000,000 | |||||
| Machine and Equipment Purchase |
Equity Capital |
2025.12.31 | 1,000,000 | |||||
| Machine and Equipment Purchase |
Equity Capital |
2026.12.31 | 1,000,000 | |||||
| Machine and Equipment Purchase |
Equity Capital |
2027.12.31 | 1,000,000 |
(II) Expected Result
| Year | Item | Production Volume(SF) |
Sales Volume (SF) |
Sales Value (in $1,000) |
Gross Profit (in $1,000) |
Operating Income (in $1,000) |
|---|---|---|---|---|---|---|
| 2023 | PCB | 12,069,037 | 12,069,037 | 17,656,551 | 2,167,752 | 671,187 |
| 2024 | PCB | 12,734,977 | 12,734,977 | 19,110,293 | 2,446,741 | 860,587 |
| 2025 | PCB | 13,481,786 | 13,481,786 | 22,157,323 | 2,924,330 | 1,085,272 |
| 2026 | PCB | 14,060,000 | 14,060,000 | 23,265,189 | 3,105,856 | 1,152,139 |
| 2027 | PCB | 13,960,000 | 13,960,000 | 23,805,624 | 3,173,454 | 1,197,587 |
V. Investment Policy Over the Last 5 Years, the Main Reason for Profit or Loss, Corrective Action Plan, and the Investment Plan of the Coming Year: 2022.12.31 (Unit: $1,000)
| Item Company Type |
Investment Amount |
Amount of Profit or Loss |
Policy | Main Reason for Profit or Loss |
Corrective Action Plan |
Investment Plan of the Future |
|---|---|---|---|---|---|---|
| UNITECH ELECTRONICS INTERNATIONAL LIMITED |
USD 78,000 |
NTD (54,959) |
Investment in Shanghai Unitech Electronics Co., Ltd. |
Investment Loss Accounted for Under the Equity Method |
Not applicable |
--- |
| UNITECH ELECTRONICS INTERNATIONAL (HK) LIMITED |
USD 5,000 |
NTD (50,580) |
Investment in Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Investment Loss Accounted for Under the Equity Method |
Not applicable |
--- |
| Da-Tai Investment Co., Ltd. |
NTD 820,019 |
NTD (1,779) |
General Investment Company |
Investment Loss Accounted for Under the Equity Method |
Not applicable |
-- |
~287~
-
VI. Analysis and Assessment of Risks:
-
(I) Influence of Interest Rate and Exchange Rate Fluctuation and Inflation on the Income Status of the Company and the Plan in Response:
| Item | 2022 (Unit: $1,000) |
|---|---|
| Interest Expenses | 98,358 |
| Exchange Gains (losses) | 202,006 |
PCB is in a capital-intensive and technology-intensive industry with huge investment in fixed assets. In addition, capital requirement in different aspects is also high. Major materials for the equipment and manufacturing are mostly supplied for US and Japanese firms. In addition, the marketing and sales are also export-oriented with quotations based on the local currencies of the customers. As such, fluctuations of the exchange rate and interest rate will trigger relevant changes in exchange gains or losses and interest expenses, which in turn will affect the profit status of the Company.
-
Inflation: The Company has not been significantly affected by inflation on its income status so far.
-
(II) The policy of engagement in high risk, high leverage investments, loaning to a third party, endorsements and guarantees, and derivative trades, the main reason for profit or loss, and the policy in response: The Company did not engage in high risk and high leverage investments, and has undertaken endorsements and guarantees in favor of a third parties in accordance with applicable rules and regulations of the Company.
(III) R&D Plan in the Future and Expected Investment in R&D:
| R&D Plan in the Future | Further Investment Required for R&D ($1,000) |
|---|---|
| Embedded Pattern Process Applyingto PCB | 14,000 |
| MRR Radar(Metgron 2 + Metgron 6) |
-
(IV) The influence of the changes in important policies and the regulatory environment in the home country on the financial position and operation of the Company, and the policy in response to the changes: None.
-
(V) The influence of the changes in the technological and industrial environment on the financial position and operation of the Company, and the policy in response to the changes: None.
-
(VI) The influence of the change in corporate image on crisis management of the enterprise, and the policy in response to the change: None.
-
(VII) Expected result and possible risk from mergers and acquisitions: None.
-
(VIII) Expected result and possible risk from capacity expansion: None.
-
(IX) The risks deriving from concentration of purchases or sales: None.
-
(X) The influence of massive transfer or replacement of shares by the Directors, Supervisors, or shareholders who each holds more than 10% of the shares issued by the Company and the risks thereof: None.
-
(XI) The influence of changes in the management of the Company and the risks thereof: None.
-
(XII) In the area of legal proceedings of non-litigation matters, specify the names of the Directors, Supervisors, general managers, legal representatives, or shareholders who each holds more
~288~
than 10% of company shares, and subsidiaries with a final ruling or still in proceedings of major legal proceedings, non-litigation matters, or administrative disputes, and the result of which may significantly affect shareholders equity or stock price. In addition, disclose also the fact of the contentions, the amount involved, the day of commencement of the proceedings, the major litigants in the proceedings, and the status as of the day this report was printed:
In June 2013, a default customer declined to settle the payment with the Company. Instead, this customer file a lawsuit against the Company with product quality problem as a pretext. This case was trialed at the Jiangsu Province Suzhou Intermediate People’s Court with a ruling on December 17, 2015 that the customer lost in the case and was required to settle the remainder of the proceeds with the Company plus accrued interest and the fee incurred from the legal proceedings. In October 2018, a customer declined to settle the proceeds with the Company. The Company petitioned the court for compulsory action. The Customer has paid $4,769 thousand. The Company further filed a lawsuit against this customer to claim for the remaining $20,754 thousand with the court of Taiwan. The Taiwan Shilin District Court ruled not in favor of the Company on September 11, 2019. The Company filed an appeal through legal counsel. Again, the High Court of Taiwan ruled not in favor of the Company on March 25, 2020. The Company decided not to further appeal, and referred the full amount of the remainder of the proceeds for write-off against the allowance for bad debts.
Chairman Chang, Yuan-Min of the Company was charged by the Public Prosecutors Office of the Taipei District Court under 2020 Zheng-Zi No. 19504 on June 11, 2013 in connection with an alleged violation against the Securities and Exchange Act when Chairman Chang was the Chairman of Taiwan First Securities. Chairman Chang was acquitted in the ruling of the first trial. The prosecutors filed an appeal. The case is proceeding at the High Court of Taiwan. Significant influence on the financial position and operation on the Company is unlikely.
(XIII) Other Important Risks and Countermeasures: None.
VII. Other Matters of Materiality: None
~289~
Eight. Important Information
I. Information on Affiliates
- (I) Business Report on Affiliates
-
Outlook of the Affiliates:
-
(1) Organizational Chart of the Affiliates (2022.12.31)
==> picture [418 x 257] intentionally omitted <==
----- Start of picture text -----
Unitech Printed Circuit Board
100%
100% 6.1%
Unitech Electronics Da-Tai Investment
International Co., Ltd.
Limited
93.9%
Unitech Electronics International
(HK) Limited
100% 21.33%
Shanghai 78.67% Shanghai
Unitech Unitech
Electronics Electronics
Co., Ltd. (Nantong)
----- End of picture text -----
- (2) Basic Information on the Affiliates
| 2022.12.31 (Unit: $1,000) | ||||
|---|---|---|---|---|
| Name of Enterprise | Date of Incorporation |
Address |
Paid-in Capital |
Principal Business or Primary Products |
| Unitech Electronics International Limited |
1995-08-10 |
Vistra Corporate Services Centre Wickhams ,Cay II Road Town ,Tortola VG110 Virgin Islands, British |
USD 78,000 |
Investment in Unitech Electronics International (HK) Limited |
| Unitech Electronics International (HK) Limited |
2007-11-21 | 2/F, Jonsim Place, No. 228 Queen’s Road East, Wanchai, HK |
USD 82,000 |
Investment in Shanghai Unitech Electronics Co., Ltd. which in turn invested in Shanghai Unitech Electronics (Nantong) Co., Ltd. |
| Shanghai Unitech Electronics Co., Ltd. |
1995-12-21 | Room 407, Tower No. 2, No. 999, Huaxu Highway, Xujing Town, Qingpu District, Shanghai |
USD 76,800 |
Manufacturing and sale of PCBs |
| Shanghai Unitech Electronics (Nantong) Co., Ltd. |
2008-02-08 | No. 99, Xiwang Blvd, Gaoxin District, Nantong |
USD 150,000 |
Manufacturing and sale of PCBs |
| Da-Tai Investment Co., Ltd. | 1998-09-25 | 28F, No. 216, Tunhua South Road Section II, Taipei |
NTD 820,000 |
General Investment |
~290~
-
(3) Information on shareholders or Directors presumed to have control or in subordination pursuant to Article 369 of the Company Act: Not applicable.
-
(4) Operation and Division of Labor of all Affiliates:
-
The Company, Unitech Electronics International Limited, Unitech Electronics International (HK) Limited, Shanghai Unitech Electronics Co., Ltd., and Shanghai Unitech Electronics (Nantong) Co., Ltd. are engaged in the design, manufacturing, and trade of multi-layer PCBs. Unitech Electronics International Limited invested to establish Unitech Electronics International (HK) Limited which in turn invested to establish Shanghai Unitech Electronics (Nantong) Co., Ltd. as a foothold for expansion into the Mainland China market. Da-Tai Investment Co., Ltd in an investment firm.
-
(5) Information on Directors and Supervisors of the Affiliates: 2022.12.31 (Unit: share/%)
| Name of Enterprise |
Title | Name or Representative | Quantity of Shareholding | Quantity of Shareholding |
|---|---|---|---|---|
| Quantity of Shareholding |
Proportion of Shareholding |
|||
| Unitech Electronics International Limited |
Director | Representative of Unitech Printed Circuit Board Corp.: Chang, Yuan-Min |
3,900 |
100.00% |
| Director | Representative of Unitech Printed Circuit Board Corp.: Chen, Cheng- Hsiung |
|||
| Unitech Electronics International (HK) Limited |
Director | Representative of Unitech Electronics International Limited: Chang, Yuan-Fu |
77,000,100 |
93.90% |
| Director | Representative of Unitech Electronics International Limited: Chen, Cheng- Hsiung |
|||
| Shanghai Unitech Electronics Co., Ltd. |
Chairman | Representative of Unitech Electronics International (HK) Limited: Chang, Yuan-Min |
--- |
100.00% |
| Director | Representative of Unitech Electronics International (HK) Limited: Hsu, Cheng-Hung |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Chen, Cheng-Hsiung |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Chang, Ping-Chao |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Hung, Hsien-Ching |
|||
| Supervisor | Representative of Unitech Electronics International (HK) Limited: Chang, Yuan-Fu |
~291~
| Da-Tai Investment Co., Ltd. |
Chairman | Representative of Unitech Printed Circuit Board Corp.: Chang, Ping- Chao |
82,000,000 |
100.00% |
|---|---|---|---|---|
| Director | Representative of Unitech Printed Circuit Board Corp.: Chen, Cheng- Hsiung |
|||
| Director | Representative of Unitech Printed Circuit Board Corp.: Chang, Yuan-Min |
|||
| Supervisor | Representative of Unitech Printed Circuit Board Corp.: Chang, Yuan-Fu |
| Name of Enterprise |
Title | Name or Representative | Quantity of Shareholding | Quantity of Shareholding |
|---|---|---|---|---|
| Quantity of Shareholding |
Proportion of Shareholding |
|||
| Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Chairman | Representative of Shanghai Unitech Electronics Co., Ltd.: Chang, Yuan- Min |
--- |
78.67% |
| Director | Representative of Shanghai Unitech Electronics Co., Ltd.: Hsung, Cheng- Hung |
|||
| Director | Representative of Shanghai Unitech Electronics Co., Ltd.: Chen, Cheng- Hsiung |
|||
| Director | Representative of Shanghai Unitech Electronics Co., Ltd.: Chang, Ping- Chao |
|||
| Supervisor | Representatives of Shanghai Unitech Electronics Co., Ltd.: Chang, Kai- Cheng,Wu, Chin-Fang |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Chang, Yuan-Fu |
--- |
21.33% | |
| Supervisor | Representatives of Unitech Electronics International (HK) Limited: Chang, Kai-Cheng, Wu, Chin-Fang |
~292~
2. Business Highlights of the Affiliates:
Financial Position and Operation Result of the Affiliates:
| 2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
2. Business Highlights of the Affiliates: Financial Position and Operation Result of the Affiliates: |
|---|---|---|---|---|---|---|---|---|
| 2022.12.31 (Unit: NT$ thousand; earnings per share/NT$) | ||||||||
| Name of Enterprise | Stated Capital |
Total Assets | Total Liabilities |
Net | Revenue | Operating Income |
Income (loss) in the Current Period |
Earnings per Share |
| Unitech Electronics International Limited | 2,509,779 | 3,882,246 | 266,161 | 3,616,085 | 0 | (212) | (54,959) | --- |
| Unitech Electronics International (HK) Limited | 2,634,907 | 4,094,143 | 2,495 | 4,091,648 | 0 | (128) | (50,580) | --- |
| Shanghai Unitech Electronics Co., Ltd. | 2,474,777 | 3,632,883 | 385,054 | 3,247,829 | 530 | (70,718) | (54,515) | --- |
| Shanghai Unitech Electronics (Nantong) Co., Ltd. | 4,486,960 | 8,360,649 | 4,393,552 | 3,967,096 | 4,680,126 | (31,273) | (15,685) | --- |
| Da-Tai Investment Co., Ltd. | 820,000 | 1,168,852 | 1,549 | 1,167,302 | 0 | (475,205) | (1,779) | (0.02) |
Note: On December 31, 2022, the exchange rate of USD to NTD was 1 USD to 30.71 NTD On December 31, 2022, the exchange rate of CNY to TWD was 1 CNY to 4.4094 NTD
The weighted average exchange rate of USD to NTD in 2022 is 1 USD to 29.8489 NTD The weighted average exchange rate of CNY to NTD in 2022 is 1 CNY to 4.4218 NTD
~293~
(II) Declaration
Declaration
In 2022 (from January 1, 2022 to December 31, 2022), the related entities that are required to be included in the preparation of the consolidated financial statements of the Company, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises” are the same as those defined in International Financial Reporting Standards (IFRS) No. 10 "Consolidated Financial Statements". In addition, the information which shall be disclosed in the combined financial statements of affiliated companies is included in the consolidated financial statements of the parent company. Consequently, there will be no separate preparation of combined financial statements of affiliated companies.
Your attention is requested.
Company Name: Unitech Printed Circuit Board Corp.
Chairman: Chang, Yuan-Ming
Date: 2023.03.03
(III) Report on Affiliation: Not applicable
~294~
-
II. Offering of securities through private placement in the previous period to the day this report was printed: None.
-
III. Holding or disposal of the shares issued by the Company by its subsidiaries in the previous period to the day this report was printed: None.
-
IV. Other Supplementary Information: None.
-
Nine. The occurrence of events as stated in Subparagraph 2 of Paragraph 3 under Article 36 of the Securities and Exchange Act in the previous period to the day this report was printed that significantly affected shareholders equity or stock price of the Company: None.
~295~
Unitech Printed Circuit Board Corp.
Chairman: Chang, Yuan-Ming
~296~