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WELLELL Interim / Quarterly Report 2023

Dec 25, 2023

52381_rns_2023-12-25_ae177f3a-3341-4fa8-a6a2-8e6ed8ceaed2.pdf

Interim / Quarterly Report

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Stock symbol: 4106

Wellell Inc. and Subsidiaries

Consolidated Financial Statements With Independent Auditors’ Review Report

For the Six Months Ended June 30, 2023 and 2022

Address: No. 9, Minsheng St., Tucheng Dist., New Taipei City Telephone No: (02)2268-5568

The independent auditors’ review 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 independent auditors’ review report and consolidated financial statements, the Chinese version shall prevail.

1

Table of Contents

Item
I.Cover
II.Table of Contents
III.Independent Auditors’ Review Report
IV.Consolidated Balance Sheet
V.Consolidated Statements of Comprehensive Income
VI.Consolidated Statement of Change in Equity
VII.Consolidated Statements of Cash Flows
VIII.Notes to the Consolidated financial statements
(I)
Organization and business
(II)
Financial statements authorization date and authorization process
(III)
Application of new standards, amendments, and interpretations
(IV)
Summary of Significant Accounting Policies
(V)
Significant accounting judgments, estimations, assumptions, and sources
of estimation uncertainty
(VI)
Details of significant accounting items
(VII)
Related Party Transactions
(VIII) Pledged Assets
(IX) Significant contingent liabilities and unrecognized contract
commitments
(X)
Significant disaster loss
(XI)
Significant Events
(XII)
Others
(XIII) Additional Disclosure
1. Information on significant transactions
2. Information on investees
3. Information on investment in Mainland China
4. Information on major shareholders
(XIV) Segment information
Pages

1
2
3
4
5
6
7
8
8
8~9
10~12
12
12~27
27~35
36
36
36
36
36
37~42
40~41
41
42
42~44

2

Independent Auditors’ Review Report

Wellell Inc. and Subsidiaries:

Introduction

We have reviewed the consolidated balance sheet of Wellell Inc. and its subsidiaries prepared on June 30, 2023 and 2022, the consolidated comprehensive income statement covering the periods of April 1 to June 30, 2023 and 2022, and January 1 to June 30, 2023 and 2022, the consolidated statements of change in equity, the consolidated statements of cash flows, and the notes to the consolidated financial statements (including a summary of significant accounting policies) covering the periods of 2023 and 2022 as of June 30 of the respective fiscal year. It is the management’s responsibility to prepare consolidated financial statements that are present fairly pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IAS 34, “Interim Financial Reporting” as endorsed and issued into effect by the Financial Supervisory Commission. Our responsibility is to make a conclusion on the consolidated financial statements according to our review results.

Scope

We performed the review pursuant to the TWSRE 2410, “Review of Financial Information Performed by the Independent Auditor of the Entity”. When reviewing consolidated financial statements, we have made inquiries, primarily of persons responsible for financial and accounting matters, and performed analytical and other review procedures. The review is substantially less in scope than an audit and consequently does not enable the auditor to obtain assurance that the auditor would become aware of all significant matters that might be identified in an audit and that accordingly no audit opinion is expressed.

Conclusion

According to our review results, we are not aware of any material respects in which the aforementioned consolidated financial statements were not prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and IAS 34, “Interim Financial Reporting” as endorsed and issued into effect by the Financial Supervisory Commission that are not able to present fairly the consolidated financial position of Wellell Inc. and its subsidiaries as of June 30, 2023 and 2022, and the results of the consolidated financial performance for the period of April 1 to June 30, 2023 and 2022, and the period of January 1 to June 30, 2023 and 2022, and the consolidated cash flows for the period of January 1 to June 30, 2023 and 2022.

3

KPMG. Taipei, Taiwan, R.O.C.

Certified Public Accountants:

Certified and Jin-Guan-Cheng-Shen-Zi No. Approved No. of : 1040003949 the Securities Jin-Guan-Cheng-Liu-Zi No. Competent 0960069825 Authority: August 9, 2023

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent 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 independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

3-1

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with Standards on Auditing as of June 30, 2023 and 2022 Wellell Inc. and Subsidiaries

Consolidated Balance Sheet

June 30, 2023, December 31, 2022, and June 30, 2022

Unit: New Taiwan Dollars in thousands

Assets
Current Assets:
1100
Cash and Cash Equivalents(Note 6 (1) (17))
1137
Financial Asset at Amortized Cost – Current (Note 6 (2)
(17) and 8)
1150
Notes Receivable, net (Note 6 (3) (14) (17))
1170
Accounts Receivable, net (Note 6 (3) (14) (17))
1200
Other Receivable (Note 6 (4))
130X
Inventories (Note 6 (5))
1410
Prepayments
1470
Other Current Assets
Total Current Assets
Non-current Assets:
1535
Financial Asset at Amortized Cost – Non-Current (Note 6
(2) (17) and 8)
1517
Financial Assets at Fair Value Through Other
Comprehensive Income - Non-Current (Note 6 (17))
1600
Property, Plant and Equipment (Note 6 (6) and 8)
1755
Right-of-use Assets
1780
Intangible Assets (Note 6 (7))
1840
Deferred Income Tax Assets (Note (11))
1920
Refundable deposits
1990
Other non-current Assets
Total Non-current Assets
Total Assets
2023.6.30
Amount

$ 462,725
14
108,036
3
18,097
1
562,276
18
25,005
1
444,230
14
40,801
1
859
-
2022.12.31
Amount


445,280
15

105,162
3

16,065 -

491,942
15

29,118
1

552,506
17

36,098
1
1,145
-
2022.6.30
Amount


452,757
14

111,021
3
19,063
1

439,497
14

20,558
1

613,333
19

39,983
1
2,814
-

1,699,026
53

15,000 -

14,688 -

724,519
23

66,994
2

644,962
20

37,041
1
15,443
1
768
-

1,519,415
47

3,218,441
100
Liabilities and Equity
Current Liabilities:
2100
Short term Borrowings (Note 6 (8) and (17))
2150
Notes Payable
2170
Accounts Payable
2200
Other Payables (including related parties) (Note 6 (17)
and 7)
2230
Current Income Tax Liability
2280
Lease Liabilities – Current (Note 6(17))
2300
Other Current Liabilities (including related parties) (Note
7)
2322
Long-term Borrowings, current portion (Note 6 (9) (17))
Total Current Liabilities
Non-current Liabilities:
2540
Long term Borrowings (Note 6 (9) and (17))
2570
Deferred Income tax Liabilities (Note (11))
2580
Lease Liabilities – Non-Current (Note 6(17))
2640
Net defined benefit liability – Non Current (Note (10))
2670
Other Non-current Liabilities
Total Non-Current Liabilities
Total Liabilities
Equity attributable to owners of the parent company (Note
6 (12)):
3100
Capital
3200
Capital Reserve
Retained Earnings:
3310
Statutory reserves
3320
Special reserves
3350
Undistributed earnings (Note (10))
Subtotal of Retained Earnings
3400
Other Equities
Subtotal of equity attributable to owners of the parent
company
36XX
Non-controlling interests
Total Equity
Total liabilities and Equity
2023.6.30
Amount
%
$ 224,577
7
43 -
123,407
4
274,718
8
52,587
2
16,814
1
27,372
1
13,455
-
2022.12.31
Amount
%

295,357
9
566 -

174,493
5

210,431
7

33,539
1

16,154
1

30,276
1
10,261
-
2022.6.30
Amount
%

420,535
13

-
-

208,595
7

211,381
7

30,914
1

14,846 -

41,563
1
8,781
-
1,662,029
52


1,677,316
52

732,973
23


771,077
24


936,615
29
15,000 -
19,190
1
726,549
23
60,980
2
672,967
21
44,964
1
15,778 -
769
-

-
-

19,165
1

736,063
23

67,438
2

650,513
21

40,169
1
15,862 -
768
-
116,481
4
9,246 -
35,827
1
1,074 -
35,092
1

121,265
4
9,993 -

42,399
2
1,043 -

33,959
1

116,751
4
8,661 -

42,933
1
5,439 -

32,050
1

197,720
6


208,659
7


205,834
6

930,693
29


979,736
31


1,142,449
35


1,009,116
31


1,009,116
31


1,009,116
31

345,635
11


345,635
11


345,635
11
1,556,197
48

1,529,978
48
311,210
10
252,634
8
518,622
16

294,712
9

252,634
8

519,306
16

294,712
9

252,634
8

436,678
14

1,082,466
34


1,066,652
33


984,024
31

(153,948)
(5)


(200,139)
(6)


(268,400)
(8)


2,283,269
71
4,264
-




2,221,264
69
6,294
-




2,070,375
65
5,617
-

2,287,533
71


2,227,558
69


2,075,992
65
$
3,218,226
100

3,207,294
100

$
3,218,226
100


3,207,294
100


3,218,441
100

(For details please refer to the attached consolidated balance sheets notes) Manager: Li, Yung Chuan

Chairman of the board: Li, Yung Chuan

Accounting Director: Wang, Wei Chuan

4

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with auditing standards Wellell Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

April 1 - June 30, 2023 and 2022, and January 1 - June 30, 2023 and 2022

Unit: New Taiwan Dollars in thousands

4000
Sales Revenue (Note 6 (14))
5000
Operating Costs (Note 6 (5) (6) (7) (10) and (15))
Gross Margin
6000
Operating Expenses (Note 6 (3) (6) (7) (10) (15) and 7):
6100
Selling Expenses
6200
General and Administrative Expenses
6300
Research & Development Expenses
6450
Gain on Reversal of Expected Credit Impairment
Total Operating Expenses
6900
Net Operating Profit
Non-operating income and expenditures (Note 6 (16) and 7):
7100
Interest Income
7130
Other Income
7020
Other Profits and Losses
7050
Financial Costs
Total non-operating income and expenses
Profit before Tax
7950
Less: Income Tax Expenses (Note 6 (11))
Net Income Current Period
8300
Other comprehensive income:
8310
Items not to be reclassified into profit or loss
8316
Unrealized Evaluation Profit and Loss on Equity Instruments
Investments Measured at Fair Value Through Other
Comprehensive Income
8349
Less: Income tax related to items not reclassified
Total items not to be reclassified into profit or loss
8360
Items that may be subsequently reclassified into profit or loss:
8361
Financial statements translation differences of foreign operations
8399
Less: Income tax relating to items that may be reclassified
subsequently
Total Items that may be subsequently reclassified into profit
or loss
8300
Other comprehensive Income Current Period
Total Comprehensive Income Current Period
Net Income attributed to:
Owner of the parent company
8620
Non-controlling interests
Comprehensive Income attributed to:
Owner of the parent company
Non-controlling interests
9750
Basic EPS (Unit: NT$) (Note 6 (13))
9850
Diluted EPS (Unit: NT$) (Note 6 (13))
April to June,
2023
Amount

$ 703,610 100
414,942
59
April to June,
2023
Amount

$ 703,610 100
414,942
59
April to June,
2022
Amount


680,136 100

413,232
61
April to June,
2022
Amount


680,136 100

413,232
61
January to June,
2023
Amount


1,403,375 100

817,342
58
January to June,
2023
Amount


1,403,375 100

817,342
58
January to June,
2022
Amount


1,275,529 100

760,535
60
January to June,
2022
Amount


1,275,529 100

760,535
60
Amount
$ 703,610
414,942
Amount

680,136

413,232
Amount

1,403,375

817,342
Amount

1,275,529

760,535
288,668 41

266,904


39


586,033


42


514,994


40
94,597
88,179
38,977
370

13

13

5
-


87,247

80,661

39,370
566


13

12

6

-


193,540

190,760

79,986
(918)


14

13

6

-


177,361

160,592

75,621
(1,112)


14

12

6

-
222,123 31
207,844

31


463,368


33


412,462


32
66,545 10

59,060


8


122,665


9


102,532


8
995
63
10,691
(3,258)

-

-

1
-

539
88

9,474
(2,216)


-

-

1

-

1,969
98

22,047
(7,001)


-

-

1

-

1,253
88

9,428
(4,177)


-

-

-

-
8,491 1

7,885


1


17,113


1


6,592


-
75,036
24,030

11
4


66,945

15,397


9

2


139,778

37,877


10

3


109,124

26,414


8

2
51,006 7

51,548


7


101,901


7


82,710


6
2,116
-

-
-

(2,647)
-


-
-

25
-


-
-

(1,178)
-


-
-
2,116 - (2,647)
-
25
-
(1,178)
-
28,186
-

4
-


(47,509)
-


(7)
-

43,824
-

3
-


(14,517)
-


(1)
-
28,186 4
(47,509)

(7)

43,824

3

(14,517)

(1)
30,302 4

(50,156)



(7)


43,849

3


(15,695)



(1)
$
81,308
11

1,392



-


145,750


10


67,015



5
$ 50,858
148

7
-


51,674
(126)


7

-


101,589
312


7

-


82,352
358


6

-
$
51,006
7

51,548


7

101,901

7

82,710

6
$ 83,523
(2,215)

11
-


1,642
(250)


-

-

147,780
(2,030)


10

-


66,586
429


5

-
$
81,308
11

1,392


-

145,750


10

67,015

5
$ 0.50

0.51

1.01


0.82
$ 0.50 0.51 1.00 0.81

(For details please refer to the attached consolidated balance sheets notes) Manager: Li, Yung Chuan

Chairman of the board: Li, Yung Chuan

Accounting Director: Wang, Wei Chuan

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Reviewed only, not audited in accordance with auditing standards Wellell Inc. and Subsidiaries

Consolidated Statement of Change in Equity

From January 1 to June 30, 2023 and 2022

Unit: New Taiwan Dollars in thousands

Equity attributable to owners of the parent company

Balance as of January 1, 2022
Effect of retrospective application and
retrospective restatement
Beginning Balance of Restatement
Net Income Current Period
Other comprehensive Income Current Period
Total Comprehensive Income Current Period
Earnings appropriation and distribution:
Provision of statutory reserves
Provision of special reserves
Common stock cash dividends
Balance as of June 30, 2022
Balance as of January 1, 2023
Net Income Current Period
Other comprehensive Income Current Period
Total Comprehensive Income Current Period
Earnings appropriation and distribution:
Provision of statutory reserves
Common stock cash dividends
Balance as of June 30, 2023
Capital Capital
Reserve
Retained Earnings Total Other Equities Total Other Equities Total Other Equities Total equity
attributable
to owners of
the parent
company
Non-controlling
interests

Total equity
2,064,290
Financial
statements
translation
differences of
foreign
operations
Unrealized
Valuation Gains
or Losses on
Financial Assets
Measured at
Fair Value
through Other
Comprehensive
Income
Total
Statutory
reserves
Special
reserves
Undistributed
Retained
Earnings

Total
$ 1,009,116
345,635

284,311

178,568

494,106

956,985

(258,393)

5,759

(252,634)

2,059,102

5,188

-

5,188

358

71

429
-
-

-

5,617

6,294

312

(2,342)

(2,030)
-

-

4,264

-


-


-


-


188



188



-


-


-


188

188
1,009,116
345,635

284,311

178,568

494,294

957,173

(258,393)

5,759

(252,634)

2,059,290
2,064,478

-
-


-
-


-
-


-
-


82,352
-



82,352
-



-
(14,588)


-

(1,178)


-

(15,766)


82,352

(15,766)


82,710
(15,695)
- - - - 82,352
82,352


(14,588)



(1,178)



(15,766)



66,586

67,015
-
-
-
-
-
-
10,401
-
-

-
74,066
-

(10,401)

(74,066)
(55,501)



-

-

(55,501)


-
-

-


-
-
-


-
-
-


-
-
(55,501)

-
-
(55,501)
$
1,009,116

345,635

294,712

252,634


436,678



984,024


(272,981)

4,581

(268,400)


2,070,375

2,075,992

$ 1,009,116



345,635



294,712



252,634



519,306



1,066,652



(209,197)



9,058



(200,139)



2,221,264

2,227,558

-
-


-
-


-
-


-
-


101,589
-



101,589
-



-
46,166


-

25


-

46,191


101,589

46,191


101,901
43,849
- - - - 101,589
101,589


46,166


25


46,191



147,780

145,750
-
-
-
-
16,498
-

-
-

(16,498)
(85,775)



-

(85,775)


-

-

-
-

-
-


-
(85,775)

-
(85,775)
$
1,009,116

345,635

311,210

252,634


518,622



1,082,466


(163,031)

9,083

(153,948)


2,283,269

2,287,533

(For details please refer to the attached consolidated balance sheets notes)

Chairman of the board: Li, Yung Chuan

Manager: Li, Yung Chuan

Accounting Director: Wang, Wei Chuan

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with auditing standards Wellell Inc. and Subsidiaries

Consolidated Statements of Cash Flows

From January 1 to June 30, 2023 and 2022

Unit: New Taiwan Dollars in thousands

January to June,
2023
Cash flow from operating activities:
Profit before Tax current period
$ 139,778
Adjustment items:
Income and expenses item
Depreciation
36,426
Amortization
9,217
Gain on Reversal of Expected Credit Impairment
(918)
Interest Expense
7,001
Interest Income
(1,969)
Dividend Income
-
Profit or loss from disposal and obsolesce of property, plants and
equipment
919
Property, plants and equipment reclassified as expenses
57
Property, plants and equipment reclassified as intangible assets
2,234
Total Incomes and Expenses
52,967
Changes of assets and liabilities relating to operating activities:
Increase (Decrease) of Notes Receivable
(2,032)
Decrease (Increase) of Accounts Receivable
(69,607)
Decrease of Other Receivable
3,871
Decrease (Increase) of Inventories
108,276
Increase in prepayments
(7,641)
Decrease (increase) of Other Current Assets
286
Increase of Other Non-current Assets
(1)
Total Net changes of assets relating to operating activities
33,152
Decrease of Notes Payable
(523)
Decrease (Increase) of Account Payable
(51,086)
Decrease of Other Payables (including related parties)
(21,460)
Decrease of Other Current Liabilities (including related parties)
(2,904)
Increase of Net defined benefit liabilities
31
Increase (Decrease) of Other Non-Current Liabilities
1,133
Total Net changes of liabilities relating to operating activities
(74,809)
Total Net changes of assets and liabilities relating to
operating activities
(41,657)
Total adjustments
11,310
January to June,
2023
$ 139,778
January to June,
2022

109,124

36,426
9,217
(918)
7,001
(1,969)
-
919
57
2,234



38,706

9,002

(1,112)

4,177

(1,253)
(88)

29

-

-

52,967


49,461

(2,032)
(69,607)
3,871
108,276
(7,641)
286
(1)



931

(85,970)

3,044

(56,289)

(4,872)

(748)

-

33,152


(143,904)



(34)

2,972

(59,226)

(11,811)

78

(199)

(74,809)



(68,220)

(41,657)



(212,124)

11,310



(162,663)

(For details please refer to the attached consolidated balance sheets notes)

Chairman of the board: Manager: Accounting Director: Li, Yung Chuan Li, Yung Chuan Wang, Wei Chuan

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with auditing standards Wellell Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)

From January 1 to June 30, 2023 and 2022

Unit: New Taiwan Dollars in thousands

January to June,
2023
Cash inflow (outflow) from operating
$ 151,088
Interest received
2,256
Dividends received
-
Interest paid
(7,029)
Income Taxes Paid
(21,468)
Cash Inflow (outflow) from operating activities
124,847
Cash flow from investing activities:
Acquisition of Financial assets at amortized cost
(17,874)
Investment in real estate properties, plants and equipment
(15,413)
Disposal of property, plants and equipment
552
Decrease (Increase) of Refundable Deposits
84
Investment in intangible assets
(2,979)
Cash outflow from investing activities
(35,630)
Cash flow from financing activities:
Application for short-term borrowings
355,633
Repayment of short-term borrowings
(431,003)
Repayment of long-term borrowings
(1,590)
Repayment of principal portion of the lease
(8,830)
Net Cash Inflow (outflow) from financing activities
(85,790)
Net effect of changes in foreign currency exchange rates on cash and cash
equivalent
14,018
Increase (Decrease) of cash and cash equivalents – current period
17,445
Cash and cash equivalents at beginning of year
445,280
Cash and cash equivalents at the end of year
$
462,725
January to June,
2023
$ 151,088
2,256
-
(7,029)
(21,468)



January to June,
2022
(53,539)
1,403
88
(4,289)
(10,198)

124,847


(66,535)

(17,874)
(15,413)
552
84
(2,979)






(5,434)
(14,417)
578
(492)
(1,684)

(35,630)


(21,449)

355,633
(431,003)
(1,590)
(8,830)





756,836
(688,558)
(12,962)
(8,578)

(85,790)


46,738
776

17,445
445,280


(40,470)
493,227

$
462,725


452,757

(For details please refer to the attached consolidated balance sheets notes) Chairman of the board: Manager: Accounting Director: Li, Yung Chuan Li, Yung Chuan Wang, Wei Chuan

Manager: Accounting Director: Li, Yung Chuan Wang, Wei Chuan

7-1

Wellell Inc. and Subsidiaries Notes to the Consolidated financial statements For the Six Months Ended June 30, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars, except as otherwise indicated)

I. Company History

Wellell Inc. (referred as “the Company” hereafter) was authorized to set up by the Ministry of Economic Affairs in March, 1990, and merged with Ya-Tai Industrial Limited on August 31, 1998. the Company was approved to be listed in TPEx in August, 2001 and traded in January, 2002 by the Securities and Futures Commission, Ministry of Finance (name changed to the Securities and Futures Bureau of the Financial Supervisory Commission, abbreviated as Securities and Futures Bureau). the Company was approved by the Securities and Futures Bureau to be listed on TWSE in October, 2004. the Company and its subsidiaries (referred as “the consolidated company” hereafter) are primarily engaged in the business of manufacturing and sale of medical supplies, import, and export as well as agency services.

II. Financial Statements Authorization Date and Authorization Process

The consolidated financial reports were approved for release by the Board of Directors on August 9, 2023.

III. Application of new standards, amendments, and interpretations

  • (I) The impact from adopting new standards and Interpretations as approved by FSC for release and amendment

The consolidated company has adopted following new amendments to IFRSs since January 1, 2023, with the potential impact described below:

  1. Amendment to IAS 12, “Deferred tax related to assets and liabilities arising from a single transaction”

This amendment restricts the scope of recognition exemption. An entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences but recognizes equal deferred income tax assets and deferred income tax liabilities. This change in accounting policy makes the deferred income tax assets, deferred income tax liabilities, and retained earnings as of January 1, 2022, increase by NT$7,338 thousand, NT$7,150 thousand, and NT$188 thousand, respectively, and those as of December 31, 2022, increase by NT$9,886 thousand, NT$9,703 thousand, and NT$183 thousand, respectively. It also leads to an increase of NT$9 thousand in income tax expenses for January 1 to June 30, 2022. There is not any material effect on the basic earnings per share, diluted earnings per share, and the statement of cash flows.

  1. Other

8

Following new amendments to the standards have also been effective since January 1, 2023, but have no material effect on the consolidated financial statements:

  • ‧ Amendments to IAS 1 on “Disclosure of Accounting Policies”

  • ‧ Amendments to IAS 8 on “Definition of accounting estimates”

  • (II) Standards and interpretation newly released by IASB but not yet endorsed by FSC:

The standards and interpretations issued and amended by the International Accounting Standards Board (IASB) but not been advised by the FSC may affected to the Consolidated Company:

pany:
Newly announced or
amended standards
Amendments to IAS 1
“Classification of
Liabilities as Current or
Non-Current”
Major amendments
Under IAS 1, a liability is classified as
current if the enterprise does not have
an unconditional right to defer
settlement for at least 12 months after
the reporting period. The amendment
removes the requirement that the right
should be unconditional and instead
requires that the right must exist at the
end of the reporting period and must
be material.
The amendment clarifies how an
enterprise should classify liabilities
that are settled by the issuance of its
own equity instruments (e.g.,
convertible bonds).
Effective date of
IASB
announcement
January 1, 2024

The consolidated company continues to assess the impact of the above standards and interpretations on its financial position and result of operation. The relevant impact will be disclosed after completion of the assessment.

The consolidated company expected that the following new publish and amendment to the standards would not cause significant influence to the consolidated financial statement.

  • ‧Amendments to IFRS 10 and IAS 28 on “Sale or Contribution of assets between an Investor and its Associate or Joint Venture”

  • ‧Amendments to IFRS 17 “Insurance Contracts” and IFRS 17

  • ‧The amendments to IAS 1 “Classification of Liabilities with Covenants”

  • ‧ The amendments to IFRS 17, “Comparative information for initial application of IFRS 17 and IFRS 9

  • ‧The amendments to IFRS 16 “Lease Liabilities for Leasebacks”

Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements

Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules

9

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

IV. Summary of Significant Accounting Policies

(I) Statement of Compliance

The consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the “Preparation Guidelines”) and the IAS 34, “Interim Financial Reporting” as endorsed and issued into effect by the Financial Supervisory Commission. The accompanying quarterly consolidated financial statements do not include all required information that should be disclosed in annual consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as IFRSs, IASs, IFRICs, SIC, and announcements (hereinafter referred to as the “IFRSs” endorsed by FSC) endorsed and issued into effect by FSC.

Except as described below, the significant accounting policies adopted in the consolidated financial statements are the same as those used in the consolidated financial statements for the year 2022. Please refer to Note 4 to the 2022 Consolidated Financial Statements for related information.

10

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(II) Basis of Consolidation

1. Subsidiaries included in the consolidated financial statements.

Name of investor Main business
activities
Name of subsidiary
Percentage of Ownership
2023.6.30
2022.12.31
2022.6.30
Description
Percentage of Ownership
2023.6.30
2022.12.31
2022.6.30
Description
Percentage of Ownership
2023.6.30
2022.12.31
2022.6.30
Description
2023.6.30 2022.12.31
The Company










Apex Global
Investment Ltd.


ComfortPro
Investment Corp.
Max Delight
Holdings Limited
Apex Medical
Respiratory Ltd.



Wellell UK Limited
Apex Global Investment Ltd.
Investment on
businesses engaging in
manufacturing
Wellell America Corp.
Sales of medical
supplies
Apex Medical S.L.
Sales of medical
supplies
Sturdy Industrial Co., Ltd
Manufacturing and
Sales of medical
supplies
Apex Medical Global Cooperatie UA
Investment on
businesses engaging in
manufacturing
Wellell India Private Limited
Sales of medical
supplies
Wellell (Thailand) Ltd.
Sales of medical
supplies
Apex Medical Respiratory Ltd.
Investment on
businesses engaging in
manufacturing
Wellell Germany GmbH
Investments in various
production businesses
and leasing business
APEX MEDICAL CORP.
Sales of medical
supplies
Wellell Taiwan Corp.
Sales of medical
supplies
ComfortPro Investment Corp.
Investment on
businesses engaging in
manufacturing
Max Delight Holding Limited.
Investment on
businesses engaging in
manufacturing
Wellell India Private Limited
Sales of medical
supplies
Apex (Kunshan) Medical Corp.
Manufacturing and
Sales of medical
supplies
Wellell (Kunshan) Co., Ltd
Sales of medical
supplies
Wellell UK Limited
Sales of medical
supplies
SLK Vertriebs GmbH
Sales and leasing of
medical supplies
SLK Medical GmbH
Sales and leasing of
medical supplies
Wellell France S.A.S.
Sales of medical
supplies
Westmeria Healthcare Ltd.
Sales and leasing of
medical supplies
100%
100%
100%
100%
-
%
99.82%
49%
100%
100%
100%
100%
100%
100%
0.18%
100%
100%
100%
100%
100%
100%
100%

100%

100%

100%

100%

-
%

99.82%

49%

100%

100%

100%

-
%

100%

100%

0.18%

100%

100%

100%

100%

100%

100%

100%

100%

100% (Note 1)

100%

100%

100% (Note 2)

99.82% (Note 1, 3)

49% (Note 1)

100%

100% (Note 1)

100%

-
% (Note 4)

100%

100%

0.18% (Note 1, 3)

100%

100%

100% (Note 1)

100%

100%

100% (Note 1)

100%

Note 1: Apex Medical USA Corp., Apex Medical Corp. India Private Ltd., Apex Medical (Thailand) Co., Ltd., Apex Medical Ltd., Apex Medical France and Apex Medical Investment GmbH to follow the Group’s branding strategies changed their names to Wellell America Corp., Wellell India Private Limited, Wellell (Thailand) Ltd., Wellell UK Limited, Wellell France S.A.S. and Wellell Germany GmbH in 2022.

Note 2: The liquidation process was completed on September 5, 2022.

Note 3: The Company directly and indirectly holds 100% equity interests in Wellell India Private Limited. Note 4: The Company invested in the establishment of Wellell Taiwan Corp. on March 17, 2023, and the

11

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

relevant statutory establishment and registration procedures have been completed.

  1. Subsidiaries not included in the consolidated financial statements: None.

(III) Employee benefit

The “defined benefit plan - pension” for the interim period is calculated using the actuarially determined pension cost rate as of the prior year's reporting date, based on the beginning to the end of the current period, adjusted for significant market fluctuations, significant reductions, repayments, or other significant one-time events after that reporting date.

(IV) Income Taxes

The consolidated company measures and discloses the income tax expenses for the interim period in accordance with the Appendix B12 of IAS 34, “Interim Financial Reporting”.

The income tax expenses is measured at the profit before income tax for the interim reporting period multiplying the management's best estimate of the effective tax rate for the full year.

Income tax expense recognized directly in equity or other comprehensive income is measured at the tax rates that are expected to apply when the related assets and liabilities are realized or settled, based on the temporary differences between their carrying amounts for financial reporting purposes and their tax bases.

V. Significant accounting judgments, estimations, assumptions and sources of estimation uncertainty

The preparation of the consolidated financial statements shall be in conformity with the preparation guidelines and the IAS 34, “Interim Financial Reporting” endorsed by FSC and management is required to make judgments, estimates and assumptions that will affect the application of the accounting policies and the amount reported on assets, liabilities, revenues and expenses. Actual results may differ from the estimates.

Critical judgements made by the management for adopting accounting policies when preparing the consolidated financial statements and key sources of estimation uncertainty are the same as Note 5 to the 2022 Consolidated Financial Statements.

VI. Details of significant accounting items

Except as described below, there are no material differences between the description of critical accounts and those in the consolidated financial statements for the year 2022. Please refer to Note 6 to the 2022 Consolidated Financial Statements for related information.

12

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(I) Cash and cash equivalents

2023.6.30
Cash on hand
$ 1,514
Checks and demand deposits
418,772
Time Deposit
25,691
Cash in transit
16,748
Cash and cash equivalents listed on the
Consolidated Statements of Cash
Flows
$
462,725
2023.6.30
$ 1,514
418,772
25,691
16,748
2022.12.31

1,316

415,499

26,441
2,024
2022.6.30

1,446

438,430

12,881
-

445,280
452,757

As of June 30, 2023, December 31, 2022, and June 30, 2022, the cash and cash equivalent of the consolidated company were not provided as loan guarantee or litigation collateral to a financial institute or court.

(II) Financial assets measured with amortized cost

Current
Domestic investment
Time deposit with original maturity
date for more than 3 months
Pledged time deposit certificate
Foreign investment
Time deposit with original maturity
date for more than 3 months
Total
Non-current
Domestic investment
Pledged time deposit certificate
2023.6.30
$ 69,500
-
38,536
2022.12.31

50,500
15,000
39,662
2022.6.30

75,500

-
35,521

$
108,036

105,162

111,021

$
15,000

-

15,000

The consolidated company assessed the holding of these assets to maturity to collect contract cash-flow and the cash-flow from the financial asset is all for principal payment and outstanding principal generated interest. Thus they were reported as financial assets measured at amortized cost.

As of June 30, 2023, December 31, 2022, and June 30, 2022, the amortized cost financial assets of the consolidated company had been provided to financial institutions as collateral for guarantees, please refer to Note 8.

13

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(III) Notes Receivable and Accounts Receivable

Notes receivable - from business
operation
Accounts Receivable
Less: Loss Allowance
Accounts Receivable, net
2023.6.30
$ 18,097
568,484
(6,208)
2022.12.31

16,065

499,065
(7,123)
2022.6.30

19,063

444,289
(4,792)
458,560

$
580,373

508,007

The consolidated company adopted the simplified method to estimate credit loss of all notes and accounts receivable, e.g. adopting the lifetime expected credit loss measurement method. For measurement purposes, the notes and accounts receivable are classified per the common credit risk characteristic of customers’ ability to pay the total amount due under contract terms and included as prospective information. The analysis for expected credit loss on notes and accounts receivable of the Company is as below:

Not Overdue
Overdue Less Than 60 Days
Over 61-90 Days
Over 91-180 Days
Over 181-365 Days
Total
Not Overdue
Overdue Less Than 60 Days
Over 61-90 Days
Over 91-180 Days
Total
2023.6.30 Loss Allowance
Lifetime
Expected
Credit Loss

1,211

115

7
21
Carrying
Amount of Notes
Receivable and
Accounts
Receivable
$ 155,723
1,627
28
58
Weighted
Average
Expected
Credit Loss
Rate
2022.12.31

0.78%

7.07%

25%

36.21%
$
157,436
1,354
Loss Allowance
Lifetime
Expected
Credit Loss

1,340

748

21

13
26
Carrying
Amount of Notes
Receivable and
Accounts
Receivable
$ 133,528
6,537
49
21
26
Weighted
Average
Expected
Credit Loss
Rate

1.00%

11.44%

42.86%

61.90%

100%
$
140,161
2,148

14

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Not Overdue
Overdue Less Than 60 Days
Over 61-90 Days
Over 91-180 Days
Total
2022.6.30 Loss Allowance
Lifetime
Expected
Credit Loss

508

356

46
10
920
Carrying
Amount of Notes
Receivable and
Accounts
Receivable
$ 96,891
4,093
99
15
Weighted
Average
Expected
Credit Loss
Rate

0.52%

8.70%

46.46%
66.67%
$
101,098

The consolidated company analysis for expected credit loss on notes and accounts receivable other than the Company is as below:

Credit Rating Grade 2023.6.30 Loss Allowance
Lifetime
Expected
Credit Loss
-
4,854
Carrying
Amount of Notes
Receivable and
Accounts
Receivable
$ 424,291
4,854
Weighted
Average
Expected
Credit Loss
Rate
Low Risk
Those Who Have Financial
Difficulties
Total
Credit Rating Grade

-

100%

2022.12.31

$
429,145

4,854

Loss Allowance
Lifetime
Expected
Credit Loss
-
4,975
Carrying
Amount of Notes
Receivable and
Accounts
Receivable
$ 369,994
4,975
Weighted
Average
Expected
Credit Loss
Rate
Low Risk
Those Who Have Financial
Difficulties
Total

-

100%

$
374,969

4,975

15

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Credit Rating Grade 2022.6.30 Loss Allowance
Lifetime
Expected
Credit Loss
-
3,872
Carrying
Amount of Notes
Receivable and
Accounts
Receivable
$ 358,382
3,872
Weighted
Average
Expected
Credit Loss
Rate
Low Risk
Those Who Have Financial
Difficulties
Total

-

100%

$
362,254

3,872

The consolidated company’s aging analysis for notes and accounts receivable other than the Company is as below:

Not Overdue
Overdue Less Than 60 Days
Over 61-90 Days
Over 91-180 Days
Over 181-365 Days
Over 366 days
2023.6.30 2022.6.30

340,279

15,013

1,714

4,492

756
-
$
429,145
374,969
362,254

The consolidated company changes to the statement of loss allowance for notes and accounts receivable are as below:

Beginning balance
Gain on reversal of impairment loss
Amount Written off due to amount not recovered
Foreign exchange translation gain and loss
Ending balance
2023
January to
June

$
6,208
4,792

As of June 30, 2023, December 31, 2022, and June 30, 2022, no notes receivable and accounts receivable of the consolidated company pledged as collateral.

16

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(IV) Other Receivable and Overdue Receivable

Other Receivable
Overdue Receivable
Less: Loss Allowance
2023.6.30
$ 25,005
16,087
(16,087)
2022.12.31

29,118

16,563
(16,563)
2022.6.30

20,558

16,563
(16,563)

$
25,005

29,118

20,558

The consolidated company changes to the statement of loss allowance for other receivable and overdue receivable are as below:

Beginning balance
Amount Written off due to amount not recovered
Ending balance
2023
January to
June

$
16,087
16,563

Please refer to Note 6 (17) for information on other credit risks

  • (V) Inventories
Finished goods
Work in Process
Raw Materials
Products
2023.6.30
$ 16,987
53,192
78,753
295,298
2022.12.31

23,851

98,364

114,924
315,367
2022.6.30

38,364

134,533

141,311
299,125

$
444,230

552,506

613,333

Inventory valuation loss (or gain from inventory price recovery) recognized when measuring the inventory at lower of cost or net realizable value for the period from January 1 to June 30, 2023 and 2022, are NT$23,574 thousand and NT$3,631 thousand respectively, and are both recognized as costs of sales.

On June 30, 2023, December 31, 2022, and June 30, 2022, no inventory of the consolidated company is pledged as collateral.

(VI) Property, plants and equipment

Carrying amount:
June 30, 2023
December 31, 2022
June 30, 2022
Land
$
280,312
Buildings and
constructions
Buildings and
constructions

Machinery
Equipment
33,868
Others
assets
51,022
Total
726,549
361,347
366,610
369,278

$
279,492

32,279

57,682

736,063

$
278,235

30,727

46,279

724,519
  1. There is not any significant purchase, disposal, impairment recognition, or reversal in the

17

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

property, plant, and equipment of the consolidated company for the period from January 1 to June 30, 2023 and 2022. For depreciation in current period, please refer to Note 12. Other related information please refer to Note 6 (6) to the 2022 Consolidated Financial Statements.

  1. As of June 30, 2023, December 31, 2022, and June 30, 2022, details of the consolidated company's property, plant and equipment pledged as collateral for loans and financing facilities, please refer to Note 8.

(VII) Intangible Assets

Carrying amount:
June 30, 2023
December 31, 2022
June 30, 2022
Goodwill
$
523,696
Computer
Software
8,897
Other
intangible
assets
140,374
Total
672,967

$
503,395

7,403

139,715

650,513

$
494,353

7,668

142,941

644,962

There is not any significant purchase, disposal, impairment recognition or reversal in the intangible assets of the consolidated company for the period from January 1 to June 30, 2023 and 2022. For amortization in current period, please refer to Note 12. Other related information please refer to Note 6 (7) to the 2022 Consolidated Financial Statements.

(VIII) Short-term notes

The detail of short-term borrowings of the consolidated company is as follows:

Secured bank borrowings
Unsecured bank borrowings
Total
Unused credit term
Interest rate range
2023.6.30
$ 101,299
123,278
2023.6.30
$ 101,299
123,278
2022.12.31
34,650
260,707
2022.6.30
61,667
358,868

$
224,577

295,357

420,535

$
904,572

829,877

752,597

1.725%~6.12%

1.30%~5.59%

0.90%~2.72%

1. New borrowings and repayments

For the period from January 1 to June 30, 2023 and 2022, new borrowings amounted to NT$355,633 thousand and NT756,836 thousand, respectively, and repayments amounted to NT$431,003 thousand and NT$688,558 thousand, respectively. For interest expenses, please refer to Notes 6 (16). For other related information, please refer to Note 6 (8) to the 2022 consolidated financial statements.

2. Collaterals for bank loans

For detail on assets used by the consolidated company as mortgage to guarantee borrowing from the bank or as the funding credit to the bank please refer to Note 8.

(IX) Long-term borrowings

18

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

The detail of long-term borrowings of the consolidated company is as follows:

2023.6.30

Secured bank
borrowings
Less: Mature Within
One Year
Total
Unused credit term
Secured bank
borrowings
Less: Mature Within
One Year
Total
Unused credit term
Secured bank
borrowings
Less: Mature Within
One Year
Total
Unused credit term
Currency Interest rate
range
Maturity Date Amount
$ 129,936
(13,455)
Euro 1.97%~3.92%
2023.2.21~2037.6.30
2022.12.31

$
116,481

$
-
Amount
$ 131,526
(10,261)
Currency Interest rate
range
Maturity Date
Euro 1.97%~3.92% 2023.2.21~2037.6.30
2022.6.30

$
121,265

$
-
Amount
$ 125,532
(8,781)
Currency Interest rate
range
Maturity Date
Euro 1.97%~3.92% 2023.2.21~2037.6.30

$
116,751

$
-

For detail on assets used by the consolidated company as mortgage to guarantee borrowing from the bank please refer to Note 8.

(X) Employee benefit

1. Defined benefit plan

Since there has not been any significant market fluctuations, significant reductions, repayments, or other significant one-time events after the prior year’s reporting date, the consolidated company adopted the actuarially determined pension costs as of December 31, 2022 and 2021 to measure and disclose the pension costs for the interim period.

Detail of pensions reported as expenses by the consolidated company were as follows:

19

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Operating costs
Operating
Expenses
Operating
Expenses
2023
April to June
$ -
16
2022
April to June
2022
January to
June
-
78
$
16
39
28
78

2. Defined contribution plans

The Consolidated Company's pension costs and expenses under the Defined Pension Contribution Plan were as follows and were contributed to the Bureau of Labor Insurance:

Operating costs
Operating
Expenses
2023
April to June
$ 2,766
4,922
2022
April to June
2022
January to
June

4,929
9,071

$
7,688


7,125
15,287

14,000

(XI) Income Taxes

  1. Detail of the consolidated company’s income tax expenses is as follows:
2023
April to June
Tax expenses in
current period
$ 23,092
Expense of deferred
income tax
(benefit)
938
Income tax
expenses
$
24,030
2023
April to June
Tax expenses in
current period
$ 23,092
Expense of deferred
income tax
(benefit)
938
Income tax
expenses
$
24,030
2022
April to June
2022
January to
June

22,029
4,385
$
24,030

15,397
37,877

26,414
  1. As of 2021, all tax returns by the Company, subsidiary - Sturdy Industrial and Apex Medical have been authorized by the tax collection authority.

(XII) Capital and other equity interests

For the period from January 1 to June 30, 2023 and 2022, there is not any material changes in consolidated company’s in capital and capital surplus. Please refer to Note 6 (12) to the 2022 Consolidated Financial Statements for related information.

1. Retained Earnings

Under the Articles of Incorporation of the Company, the earnings, if any, shall be

20

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

distributed after close of the year as follows:

  • (1) Pay for income taxes.

  • (2) Restore cumulative losses.

  • (3) Set aside 10% as a legal reserve, except if the statutory reserve has reached the amount as capital of the Company then it is not bound by this statue.

  • (4) Have the special reserve appropriated or revered in accordance with applicable laws and regulations or competent authority.

  • (5) The Board of Directors should add the remainder with the accumulated undistributed earnings from previous years and submit a proposal to the shareholders’ meeting for them to agree the distribution of earnings.

If the above distribution of shareholders' bonus is made in the form of cash payment, the Board of Directors shall be authorized to make such proposal with the presence of at least two-thirds of the directors and the approval of a majority of the directors present, and report to the shareholders' meeting.

Dividend policy of the Company is as follows:

Dividend policy of the Company, set up by the Board of Directors, is to match with the development of business scale, investment plan while taking into account the capital expenditure and internal and external environmental changes of the Company. The Board of Directors initiated the earning distribution plan and submitted it to the shareholders’ meeting for their resolution to distribute the earnings. Earning may be distributed in the form of cash or shares, provided, however, that shares dividends distributed in respect of any fiscal year shall not exceed 50 percent of earnings distributed.

2. Earnings Distribution

The Company’s board of directors meeting on March 29, 2023, resolved the proposal of 2022 earnings distribution, and the shareholders’ meeting resolved to distribute earnings of 2021 on June 20, 2022. The dividends distributed to the owners are as follows:

Cash 2022
Allotment
rate (dollar)
Amount
$ 0.85
85,775
2021
Allotment
rate
(dollar)
Amount
0.55
55,501
Allotment
rate (dollar)
Allotment
rate
(dollar)
$ 0.85 0.55

21

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

  1. Other equity (net of tax)
Balance as of January 1, 2023
Unrealized Gains or Losses on
Financial Assets Measured at Fair
Value Through Other
Comprehensive Income
Share of translation difference of
associates for using equity method
Balance as of June 30, 2023
Balance as of January 1, 2022
Unrealized Gains or Losses on
Financial Assets Measured at Fair
Value Through Other
Comprehensive Income
Share of translation difference of
associates for using equity method
Balance as of June 30, 2022
Financial
statements
translation
differences of
foreign
operations
Unrealized
Valuation Gains
or Losses on
Financial Assets
Measured at Fair
Value through
Other
Comprehensive
Income
Total

(200,139)

25
46,166
$ (209,197)
-

46,166

9,058
25

-

$
(163,031)


9,083


(153,948)

Financial
statements
translation
differences of
foreign
operations


Unrealized
Valuation Gains
or Losses on
Financial Assets
Measured at Fair
Value through
Other
Comprehensive
Income


Total

(252,634)

(1,178)
(14,588)
$ (258,393)
-

(14,588)

5,759
(1,178)

-

$
(272,981)


4,581


(268,400)

22

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(XIII) Earnings per share

The consolidated company’s basic EPS and diluted EPS are calculated as follows:

Basic earnings per share
Net income attributable to
common stock shareholders
of the Company
Weighted average number of
common stock shares
outstanding
Basic EPS (Dollars)
Diluted earnings per share
Net income attributable to
common stock shareholders
of the Company (Basic)
Net income attributable to
common stock shareholders
of the Company (diluted)
Weighted average number of
common shares outstanding
(basic)
Impact of potential diluted
common shares
Impact of employee stock
compensation
Weighted average number of
common stock shares
outstanding (After the
adjustment of potential
diluted shares)
Diluted EPS (Dollars)
2023
April to June
$
50,858
2022
April to June
2022
January to
June
82,352

100,912


100,912
100,912

100,912

$
0.50


0.51
1.01

0.82
2023
April to June
$ 50,858
2022
April to June
2022
January to
June
82,352

$
50,858


51,674
101,589

82,352

100,912
112



100,912
100,912
133
498


100,912
404
101,024 101,045
101,410
101,316

$
0.50


0.51
1.00

0.81

23

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(XIV) Revenue from Contracts with Customers

  1. Details of Revenue
2023
April to June
2022
April to June
Major Market:
Spain
$ 201,293
188,820
United States of
America
23,496
55,834
United
Kingdom
22,569
31,810
Taiwan
30,421
35,684
Germany
134,495
108,798
Japan
35,211
29,468
Other Country
256,125
229,722
$
703,610
680,136
Major Product:
Support
Surface
Systems
$ 310,563
292,143
Respiratory
Therapy
Devices
181,167
202,113
Others
211,880
185,880
$
703,610
680,136
tract Balance
2023.6.30
Notes receivable-from business
operation
$ 18,097
Accounts Receivable
568,484
Less: Loss Allowance
(6,208)
Total
$
580,373
2023
April to June
$ 201,293
23,496
22,569
30,421
134,495
35,211
256,125
2023
April to June
$ 201,293
23,496
22,569
30,421
134,495
35,211
256,125
2022
April to June
2023
January to
June

356,908

63,717

50,930

61,475

269,444

76,039
524,862
2022
January to
June

300,810

117,815

74,313

71,656

211,717

56,373
442,845

188,820

55,834

31,810

35,684

108,798

29,468
229,722

$
703,610

680,136

1,403,375

1,275,529

$ 310,563
181,167
211,880


292,143

202,113
185,880


679,037

337,936
386,402


613,000

311,704
350,825

$
703,610

680,136

1,403,375

1,275,529

2022.12.31

16,065

499,065
(7,123)

2022.6.30

19,063

444,289
(4,792)

$
580,373

508,007

458,560

2. Contract Balance

Please Refer to Note 6 (3) for Accounts Receivable and its’ Impairment.

(XV) Remuneration to employees and the directors

According to the Article of Incorporation of the Company as approved by the Board of Directors, if the Company has profits, it shall appropriate 5% ~ 15% as remuneration to

24

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

employees and not more than 2% as remuneration to the directors. If the company has accumulated losses, the profit earned shall be reserved to make up the losses. Recipients entitled to receive shares or cash distributed as employee remunerations include employees of controlled companies and subordinate companies meeting certain requirements.

The Company’s remuneration to employees and Directors are estimated using the profit before tax and before netting of the remuneration in each period to multiply a designated percentage specified in the Article of Incorporation. The distribution would be recorded as operating costs or operating expenses of each period. Any difference between amount actually distributed and the estimate is treated as change of accounting estimate, and is recognized as profit or loss in the next year.

Detail of the abovementioned estimations are as follows:

Remuneration to
employee
Remuneration to
Directors
2023
April to June
$ 4,300
990
2022
April to June
2022
January to
June

5,750
1,200
$
5,290

3,800
11,340

6,950

For the years 2022 and 2021, the Company appropriated NT$15,634 thousand and NT$9,429 thousand for employees' remuneration and NT$3,518 thousand and NT$2,121 thousand for directors' remuneration, respectively, which were not different from the actual distribution amounts. The relevant information can be found on the MOPS.

(XVI) Non-operating income and expenditures

1. Interest Income

Details of interest income of the consolidated company as follows:

Bank deposits interest
other interest Income
Interest Income
2023
April to June
$ 981
14
2022
April to June
2022
January to
June

1,236
17
$
995
539
1,969
1,253

25

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

2. Other Income

Details of other income of the consolidated company as follows:

Dividend Income
Rental income
Commission income
Other Income
2023
April to June
$ -
-
63
2022
April to June
2022
January to
June
88
-
-
$
63
88
98
88

3. Other Profits and Losses

Details of other profits and losses of the consolidated company, as follows:

Loss on Disposal of
Property, Plant and
Equipment
Foreign exchange (loss)
gain
Others
Net of Other Gains and
Losses
2023
April to June
$ (587)
3,972
7,306
2022
April to June
2022
January to
June

(29)

(5,609)
15,066

$
10,691


9,474
22,047

9,428

4. Financial Costs

Details of financial costs of the consolidated company as follows:

Lease liabilities interest
amortization
Bank Borrowings
Financial Costs
2023
April to June
$ (235)
(3,023)
2022
April to June
2022
January to
June

(416)
(3,761)

$
(3,258)


(2,216)
(7,001)

(4,177)

(XVII) Financial Instruments

Except for the following, there were no significant changes in the fair value of and the exposure to credit risk, liquidity risk, and market risk due to the consolidated company's financial instruments. For related information, please refer to Note 6 (17) to the 2022 Consolidated Financial Statements.

26

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

  1. Foreign exchange risk

  2. (1) Risk Exposure of Exchange Rate Risk

Financial assets and liabilities of the consolidated company that are exposed to significant foreign currency exchange rate risk are as follows:

Financial assets
Monetary item
USD
Euro
GBP
RMB
Financial liability
Monetary item
USD
Euro
GBP
Financial assets
Monetary item
USD
Euro
GBP
RMB
Financial assets
Monetary item
USD
Euro
GBP
2023.6.30 NTD

104,662

144,132

4,214

4,449

34,005

149,237

19,651
NTD

123,393

125,219

11,720

2,195
Foreign
currency
Exchange
rate
$ 3,361
4,263
107
1,039
1,092
4,414
499

31.1400

33.8100

39.3800

4.2820

31.1400

33.8100

39.3800
2022.12.31
Foreign
currency
Exchange
rate
$ 4,018
3,827
316
498

30.7100

32.7200

37.0900

4.4080
2022.12.31
Foreign
currency
$ 1,487
5,282
618
Exchange rate NTD

30.7100

32.7200

37.0900

45,666

172,827

22,922



27

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Financial assets
Monetary item
USD
Euro
GBP
RMB
Financial liability
Monetary item
USD
Euro
GBP
2022.6.30 NTD

129,549

90,076

6,096

7,808

84,910

135,844

10,172
Foreign
currency
Exchange
rate
$ 4,359
2,901
169
1,759
2,857
4,375
282

29.7200

31.0500

36.0700

4.4390

29.7200

31.0500

36.0700




The consolidated company’s exchange rate risk is mainly from cash and cash equivalents, accounts receivable and other receivables, short-term borrowings, accounts payable and other payables denominated in foreign currency and the foreign exchange gain or loss upon translation to NTD. On June 30, 2023 and 2022, when NTD depreciated against USD, Euro, GBP and RMB by 2% and on the condition that all other factors remained the same, the net income before tax for the period from January 1 to June 30, 2023 and 2022, of the consolidated company would increase or decrease by NT$1,091 thousand and NT$52 thousand, respectively. Analyses of these two periods adopted the same basis.

Since the consolidated company has a wide variety of functional currencies, it adopts the aggregated exposures of the exchange gains and losses information of the monetary items. The gain (losses) on foreign currency exchange (including realized and unrealized) for the period from January 1 to June 30, 2023 and 2022, were NT$3,363 thousand and NT$ (5,609) thousand, respectively.

2. Information on fair value

  • (1) Category and fair value of the financial instruments

The consolidated company through the financial assets measured at fair value and Financial Assets Measured at fair value through other comprehensive income as measured at fair value on a recurring basis. All kinds of carrying value and fair value of financial assets and liabilities (Including information on the level of fair value, financial instruments not measured by fair value but with carrying value reasonably approximates to the fair value, as well as the rental liability, so no fair value information is required to

28

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

be disclosed in accordance of rules) are listed as follows:

Financial assets measured at fair value
through profit or loss
Financial Assets Through Other
Comprehensive Income measured at
Fair Value
Equity Instrument Measured at Fair
Value Without Quoted Market Price
Financial assets measured with
amortized cost
Cash and cash equivalents
Financial assets measured with
amortized cost - certificate of time
deposit
Notes receivable and accounts
receivable
Other Receivable
Sub total
Total
Financial liabilities measured with
amortized cost
Short-Term borrowings
Long-term Borrowings (including the
long-term borrowings maturing
within one year)
Notes payable and accounts payable
Other Payables (including related
parties)
Lease Liabilities – Non-Current
Total
2023.6.30 2023.6.30 Total
19,190
Carrying
Amount
$ 19,190
Fair Value
Level 1
-
Level 2
-
Level 3
19,190

462,725
123,036
580,373
25,005

-

-

-
-
-
-
-
-

-
-
-
-

-
-
-
-

1,191,139
- - - -

$ 1,210,329
- - 19,190 19,190

$ 224,577
129,936
123,450
274,718
52,641

-

-

-

-
-
-
-
-
-
-

-
-
-
-
-

-
-
-
-
-

$
805,322
- - - -

29

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Financial Assets Through Other
Comprehensive Income measured at
Fair Value
Equity Instrument Measured at Fair
Value Without Quoted Market Price
Financial assets measured with amortized
cost
Cash and cash equivalents
Financial assets measured with
amortized cost - certificate of time
deposit
Notes receivable and accounts
receivable
Other Receivable
Sub total
Total
Financial liabilities measured with
amortized cost
Short-Term borrowings
Long-term Borrowings (including the
long-term borrowings maturing
within one year)
Notes payable and accounts payable
Other Payables (including related
parties)
Lease Liabilities – Non-Current
Total
2022.12.31 2022.12.31 Total
19,165
Carrying
Amount
$ 19,165
Fair Value
Level 1
-
Level 2
-
Level 3
19,165


445,280
105,162
508,007
29,118

-

-

-
-
-
-
-
-

-
-
-
-

-
-
-
-

1,087,567
- - - -

$ 1,106,732
- - 19,165 19,165

$ 295,357
131,526
175,059
210,431
58,553

-

-

-

-
-
-
-
-
-
-

-
-
-
-
-

-
-
-
-
-

$
870,926
- - - -

30

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Financial Assets Through Other
Comprehensive Income measured at
Fair Value
Equity Instrument Measured at Fair
Value Without Quoted Market Price
Financial assets measured with
amortized cost
Cash and cash equivalents
Financial assets measured with
amortized cost - certificate of time
deposit
Notes receivable and accounts
receivable
Other Receivable
Sub total
Total
Financial liabilities measured with
amortized cost
Short-Term borrowings
Long-term Borrowings (including the
long-term borrowings maturing
within one year)
Notes payable and accounts payable
Other Payable
Lease Liabilities – Non-Current
Total
2022.6.30 2022.6.30 Total
14,688
Carrying
Amount
$ 14,688
Fair Value
Level 1
-
Level 2
-
Level 3
14,688

452,757
126,021
458,560
20,558

-

-

-
-
-
-
-
-

-
-
-
-

-
-
-
-

1,057,896
- - - -

$ 1,072,584
- - 14,688 14,688
2022.6.30
Total
-
-
-
-
-
Carrying
Amount
$ 420,535
125,532
208,595
211,381
57,779
Fair Value
Level 1

-

-

-

-
-
Level 2
-
-
-
-
-
Level 3
-
-
-
-
-
$ 1,023,822 - - - -

31

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

  • (2) Knowhow to measure fair value of financial instruments that are not measured with fair value.

The methodology and assumptions the consolidated company uses to estimate the financial instruments not measured at fair value are as follows:

Financial liabilities measured with amortized cost

If there is a closing report or quotation to make the deal available, the price for the transaction just closed recently and the quotation price can be used as a basis to estimate the fair value. If there is no market price for reference, the valuation method shall be used for the estimate. The estimate and assumption used for valuation is the fair value estimated by present value of cash flow.

  • (3) Know how to evaluate the fair value for financial assets measured at fair value.

  • (3.1) Non-derivative financial instruments

If quoted prices in active markets are available, they are used as fair value. Market prices announced by major exchanges are bases for fair value of the equity instruments listed in the market.

For financial instruments held by the consolidated company, if quoted prices in active market are available, their fair values are listed in accordance with categories they belong to and their natures as follows:

As mutual fund beneficiary certificates are financial assets with standard terms and conditions and traded in an active market, their fair value is determined referencing the quoted price in the active market.

Except for the above-mentioned financial instruments with an active market, the fair value of the remaining financial instruments is obtained by the valuation techniques. Fair value obtained through the valuation techniques may be referenced to the current available fair value, discount cash flow method or valuation techniques of other financial instruments of similar natures and features, including value obtained through market information calculation model on the consolidated balance sheet.

(3.2) Derivative Financial Instruments

Valuated according to the valuation model widely accepted by the market users. The structured interest rate derivative financial instruments are based on appropriate pricing models or other valuation methods.

  • (4) Quantitative Information of Fair Value Measurement for the Significant Unobservable Inputs (the third level)

The consolidated company fair value measurement classified as the third level is

32

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

financial assets measured at fair value through other comprehensive income – equity security investment.

The consolidated company’s fair value is classified as the third level provided with single significant unobservable input. The equity instrument investment without an active market only is provided with multiple significant unobservable inputs. The significant unobservable inputs of equity instrument investments without an active market are independent from each other, so no interrelationship exists.

The quantitative information of the significant unobservable inputs is listed as below:

Item Technique
Valuation
Analogy
Listed and
Over-the-
counter
Company
Law
Significant
Unobservable Inputs
Relationship
Between
Significant
Unobservable
Input and Fair
Value
Financial Assets
Measured at Fair Value
Through Other
Comprehensive Income
- Equity Instrument
Investment Without an
Active Market
‧Discount for lack of
marketability (25% as
of 2023.6.30,
2022.12.31 and
2022.6.30)
‧The higher the
discount for lack
of marketability
is, the lower the
fair value is.
  • (5) From January 1 to June 30, 2023 and January 1 to June 30, 2022, there is no transfer in the fair value hierarchy of the financial assets.

(XVIII) Financial risk management

The consolidated company’s financial risk management objectives and policies are not significantly different from those disclosed in Note 6 (18) to the 2022 Consolidated Financial Statements.

(XIX) Capital Management

The consolidated company’s capital management objectives, policies, and procedures are the same as those disclosed in the 2022 Consolidated Financial Statements. In addition, there were no significant changes to the aggregate quantitative information of the capital management items from those disclosed in the 2022 consolidated financial statements. Relevant information please refer to Notes 6 (19) in the 2022 consolidated financial statements.

33

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

VII. Related Party Transactions

  • (I) Names and relationships of related parties

The related parties who are involved in the transactions with the consolidated company during the period covered by these consolidated financial statements are as follows: Names of related parties Relation with the consolidated company Studio88 Design Corp. Its President and the Chairman of the Company are first-degree relatives Wen Chuan Investment Development Its President is the spouse of the Chairman Co., Ltd of the Company Li, Chao Yi The individual and the Chairman of the Company are first-degree relatives

  • (II) Significant transactions with the related parties

  • Accounts payable from related parties

The details of the consolidated company’s accounts payable from the related parties is as follows:

Items listed in the
account
Category of the
related parties
2023.6.30
$
39
2022.12.31
2022.6.30
30
29
Other Payable -
Related Party
Other related
parties
  1. Other transactions
Operating
2023
April to
June
2022
April to
June
Other related
parties -
Studio88
Design Corp.
$ -
12,500
Other related
parties
134
88
$
134
12,588
Other related parties
**Operating ** Expenses 2022
January
to June
15,000

88
Other Income
(Listed as Other Profits and Losses)
2023
April to
June
2022
April to
June
2023
January
to June
2022
January
to June

-
-
-
-
-
-
11
11
Other Income
(Listed as Other Profits and Losses)
2023
April to
June
2022
April to
June
2023
January
to June
2022
January
to June

-
-
-
-
-
-
11
11
Other Income
(Listed as Other Profits and Losses)
2023
April to
June
2022
April to
June
2023
January
to June
2022
January
to June

-
-
-
-
-
-
11
11
Other Income
(Listed as Other Profits and Losses)
2023
April to
June
2022
April to
June
2023
January
to June
2022
January
to June

-
-
-
-
-
-
11
11
Other Income
(Listed as Other Profits and Losses)
2023
April to
June
2022
April to
June
2023
January
to June
2022
January
to June

-
-
-
-
-
-
11
11
Other Income
(Listed as Other Profits and Losses)
2023
April to
June
2022
April to
June
2023
January
to June
2022
January
to June

-
-
-
-
-
-
11
11
2023
April to
June
2022
April to
June
2023
January
to June
2022
April to
June
2023
January
to June
$ -
134
12,500

88

-

217

-
-
-
-
-
11
$
134

12,588

217

15,088
- - 11
11
Receipts in advance
(Listed as Other Current Liabilities)
2023.6.30
2022.12.31
2022.6.30
$
11
23
-
2023.6.30 2022.12.31
$
11
23 -

34

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

(III) Transactions regarding key management

Remuneration to Key management includes:

Short term employee
benefits
Benefits after
resignation
2023
April to June
2022
April to June
2023
January to
June

2,152
6,755

72
144
2022
January to
June

6,952
180
$ 3,646
81
$
3,727

2,224
6,899
7,132

VIII. Pledged Assets

The book value of the pledged assets of the consolidated company is as follows:

Assets Objectives of
the pledged
assets
2023.6.30
$ 15,000
279,815
156,950
9,124
2022.12.31

15,000

279,492

158,526
11,190
2022.6.30

15,000

278,235

157,034
8,211
Time deposit certificate
(financial assets
measured with
amortized cost)
Land
Building and
construction, net
Transportation vehicles,
net
Export bill
negotiation
facility
Bank
Borrowings
Bank
Borrowings
Bank
Borrowings

$
460,889

464,208

458,480

IX. Significant contingent liabilities and unrecognized contract commitments

As of June 30, 2023, December 31, 2022, and June 30, 2022, the credit card guarantee applied

by the consolidated company to the bank for the use of credit cards in its operation amounted to NT$1,500 thousand.

X. Significant Disaster Loss: None.

XI. Significant Events: None.

35

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

XII. Others

Employee benefits, depreciation, depletion and amortization expenses are summarized by their

functions in the table below:

==> picture [468 x 557] intentionally omitted <==

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

By Function 2023 2022
April to June April to June
Included Included Included Included
Total Total
By Nature in in in in
Operating Operating Operating Operating
Costs Expenses Costs Expenses
Employee Benefit Expenses
Salary Expenses 36,309 118,092 154,401 42,576 91,452 134,028
Labor Insurance and 3,850 9,033 12,883 3,546 7,658 11,204
Health Insurance Expenses
Pension Fund Expenses 2,766 4,938 7,704 2,545 4,619 7,164
Remuneration to - 2,189 2,189 - 1,881 1,881
Directors
Other Employee Benefit 2,427 3,771 6,198 2,068 3,342 5,410
Expenses
Depreciation 8,505 9,408 17,913 10,606 8,799 19,405
Amortization 2 4,743 4,745 12 4,494 4,506
By Function January to June, 2023 January to June, 2022
Included Included Included Included
Total Total
By Nature in in in in
Operating Operating Operating Operating
Costs Expenses Costs Expenses
Employee Benefit Expenses
Salary Expenses 77,340 229,878 307,218 83,485 206,548 290,033
Labor Insurance and 7,519 17,782 25,301 6,936 15,509 22,445
Health Insurance Expenses
Pension Fund Expenses 5,350 9,965 15,315 4,929 9,149 14,078
Remuneration to - 4,508 4,508 - 3,690 3,690
Directors
Other Employee Benefit 4,651 7,213 11,864 4,438 6,826 11,264
Expenses
Depreciation 18,033 18,393 36,426 21,233 17,473 38,706
Amortization 5 9,212 9,217 24 8,978 9,002
----- End of picture text -----

36

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

XIII. Additional Disclosure

(I) Information on significant transactions

Consolidated company as required by Regulations Governing the Preparation of Financial Reports by Securities Issuers of January 1 to June 30, 2023, information of significant transaction that should be disclosed is as follows:

  1. Loan to others:

Unit: New Taiwan Dollars in thousands

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Maximum Nature Amount of Reason for Guarantee Limit on Maximum
No. making the Company loan Borrower General accountLedger Related Party outstanding during the balance Period balance Ending drawn downamount Actual Interest rangerate (NoteLoanof 6) transactions borrowerswith the short term financingbusiness Allowancefor bad debt Name Value granted to a single ploan arty financinglimit of fund
1 ComfortPro Apex Other Yes 40,005 38,538 38,538 - 2 - Operation - No - 128,273 256,546
Investment (Kunshan) Receivable turnover
Corp.(Note Medical (RMB9,000) (RMB9,000) (RMB9,000)
1) Corp.
1 ComfortPro Wellell Other Yes 11,844 11,834 11,834 - 2 - Operation - No - 128,273 256,546
Investment France Receivable turnover
Corp. (Note S.A.S (EUR350) (EUR350) (EUR350)
1)
2 Apex Medical Wellell Other Yes 28,764 28,739 28,739 1 2 - Operation - No - 380,173 760,346
Respiratory Germany Receivable turnover
Ltd.(Note 2) GmbH (EUR850) (EUR850) (EUR770)
2 Apex Medical Wellell Other Yes 20,304 20,286 20,286 - 2 - Operation - No - 380,173 760,346
Respiratory France Receivable turnover
Ltd.(Note 2) S.A.S (EUR600) (EUR600) (EUR600)
2 Apex Medical Wellell Other Yes 15,570 15,570 15,570 2 2 - Operation - No - 380,173 760,346
Respiratory America Receivable turnover
Ltd.(Note 2) Corp. (EUR500) (EUR500) (EUR500)
3 Apex Global Wellell Other Yes 16,920 16,905 16,905 - 2 - Operation - No - 173,599 347,198
Investment France Receivable turnover
Ltd.(Note 3) S.A.S (EUR500) (EUR500) (EUR500)
3 Apex Global Wellell UK Other Yes 19,690 19,690 19,690 - 2 - Operation - No - 173,599 347,198
Investment Limited Receivable turnover
Ltd.(Note 3) (GBP500) (GBP500) (GBP500)
4 SLK Vertriebs Wellell Other Yes 16,243 16,229 16,229 1 2 - Operation - No - 93,373 186,745
GmbH(Note Germany Receivable turnover
4) GmbH (EUR480) (EUR480) (EUR480)
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  • Note 1: ComfortPro Investment Corp. according to the “operation procedures for lending to others”, the amount of lending of funds to a 100%-owned subsidiary of the Group shall not exceed 100% of the amount of the net worth of the company; also the amount of each lending of funds should not exceed 50% of the net worth of the company.

  • Note 2: Apex Medical Respiratory Ltd. according to the “Operation procedures for lending to others,” when providing loans to the wholly-owned subsidiary of the Group, the amount of such financing facility shall not exceed 100% of the amount of the net worth of the lending enterprise; also the amount lent to each individual should not exceed 50% of the net worth of the company.

  • Note 3: In the case of Apex Global Investment Limited lending the fund to a 100% owned subsidiary of the Group, in accordance with its “Operation procedures for lending to others”, the total amount of such lending shall not exceed 100% of the net value of the company; also the amount lent to each individual should not exceed 50% of the net worth of the company.

  • Note 4: SLK Vertriebs GmbH, according to the “Operation procedures for lending to others,” when providing loans to the wholly-owned subsidiary of the Group, the amount of such financing facility shall not exceed 100% of the amount of the net worth of the lending enterprise; also the amount lent to each individual should not exceed 50% of the net worth of the company.

  • Note 5: 1. Transaction with others. 2. short-term financing facility is necessary.

  • Note 6: The above transactions were eliminated when the consolidated financial reports were prepared.

37

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

2. Endorsement/guarantee provided for others:

Unit: New Taiwan Dollars in thousands

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Endorsed/Guaranteed Endorsement Endorsement
Name of Party Endorsemen Maximum Endorsement Percentage of /Guarantee /Guarantee Attributed
Company t/Guarantee Endorseme Endorsemen Actual /Guarantee Accumulated Maximum Attributable Attributable to the
Provided nt/Guarant t/Guarantee amount Endorsement/Gua Endorsement/ to the Parent to the Endorseme
No. Relatio Limit to Amount
ment/GuEndorse Name of the Company nship Single of Current ee Balance Period EndBalance at drawn down collateralized rantee Amount to Net Financial Guarantee Amount Provided to Company Provided to Subsidiary nt/Guarantee for the
arantee (Note 4) Enterprise Period by assets Statement the the Parent China Area
Subsidiary Company
0 Wellell Wellell Germany 2 1,141,635 207,778 207,593 151,152 - 9.09% 1,141,635 Y N N
Inc. GmbH(Note 2) (EUR6,140) (EUR6,140) (EUR4,471)
0 Wellell Wellell America 2 1,141,635 46,710 46,710 7,162 - 2.05% 1,141,635 Y N N
Inc. Corp. (Note 3) (USD1,500) (USD1,500) (USD 230)
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  • Note 1: The endorsement/guarantee for outsiders cannot exceed 50% of the net worth of the period. The endorsement/guarantee for a single enterprise cannot exceed 25% of the net worth of the period. But the endorsement/guarantee for the Company directly or indirectly hold 100% voting shares cannot exceed 50% of the net worth of the period.

  • Note 2: The Board of Directors approved the Company providing endorsement/guarantee to the 100% held subsidiary, Wellell Germany GmbH GmbH, within 6.14 million euros.

  • Note 3: The Board of Directors approved the Company providing endorsement/guarantee to the 100 % held subsidiary, Wellell America Corp., within 1.5 million US dollars.

  • Note 4: There are 7 types of relationships between guarantor and guarantee as below. Marking the type is sufficient:

  • Business related companies.

  • Over 50% voting shares directly or indirectly held by the Company.

  • Companies directly or indirectly have more than 50% of the voting shares.

  • Over 90% voting shares directly or indirectly held by the Company.

  • Mutual guarantee by peers or mutual builders per contract term based on contract constructions.

  • Company endorsed/guaranteed by all shareholders per share proportions for a mutual investment relationship.

  • Escrow joint guarantee between peers for pre-sold house contract under Consumer Protection Act.

  • The status of holding securities at the end of period (not including the portions by the

invested subsidiaries, related parties and joint ventures):

Unit: New Taiwan Dollars in thousands / thousand shares

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Maximum
End of Period
Relationship with shares held
Securities held by Category and name of securities the securities issuer General Ledger Accounts [Numbers of ] shares Carrying Amount % of shares held Fair Value investment for capital Remark
in this period
Wellell Inc. G Innings Medical Ltd. No Financial Assets through 900 16,045 18.95 % 16,045 18.95%
Other Comprehensive
Income measured at Fair
Value - Non-current
Wellell Inc. MAGnet No Financial Assets through - 3,145 5.00 % 3,145 5.00%
Other Comprehensive
Income measured at Fair
Value - Non-current
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  1. Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

  2. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in capital: None.

  3. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of

38

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

the paid-in capital: None.

  1. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: None.

  2. Accounts receivable from related parties of at least NT$100 million or 20% of the paid-in capital: None.

  3. Whether engaging in the transaction of derivative instruments: None.

  4. Business relationship between the parent and subsidiaries and status of the important transactions:

Unit: New Taiwan Dollars in thousands

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Status of transactions
Relationshi
p with % of total
No. Name of counterparty Party transacted with related parties Account Amount Terms of transactions revenues or total consolidated
assets
0 Wellell Inc. Apex Medical S.L. 1 Sales revenues 81,751 The sales price is 5.83%
comparatively lower than
the general customers due
to larger sales volumes.
0 Wellell Inc. APEX MEDICAL CORP. 1 Sales revenues 28,287 The same as those 2.02%
provided to the non-related
parties
0 Wellell Inc. Wellell France S.A.S. 1 Sales revenues 39,757 The same as those 2.83%
provided to the non-related
parties
0 Wellell Inc. Wellell UK Limited 1 Sales revenues 23,269 The same as those 1.66%
provided to the non-related
parties
0 Wellell Inc. Wellell Taiwan Corp. 1 Sales revenues 14,241 The same as those 1.01%
provided to the non-related
parties
1 Apex (Kunshan) Medical Corp. Wellell Inc. 2 Sales revenues 71,285 The sales price is 5.08%
comparatively lower than
the general customers due
to larger sales volumes.
1 Apex (Kunshan) Medical Corp. APEX MEDICAL CORP. 3 Sales revenues 42,866 The same as those 3.05%
provided to the non-related
parties
1 Apex (Kunshan) Medical Corp. Wellell (Kunshan) Co., Ltd 3 Sales revenues 23,216 The same as those 1.65%
provided to the non-related
parties
0 Wellell Inc. Apex Medical S.L. 1 Accounts 83,688 The collection term is 180 2.60%
Receivable days after the monthly cut-
off day
0 Wellell Inc. Wellell France S.A.S. 1 Accounts 40,983 The payment term is 180 1.27%
Receivable days after bill of lading
date.
0 Wellell Inc. Sturdy Industrial Co., Ltd 1 Other 32,430 According to regulations 1.00%
Receivable
3 ComfortPro Investment Corp. Apex (Kunshan) Medical 3 Other 38,538 In accordance with the 1.20%
Corp. Receivable contract
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Note 1. The number is filled out as follows:

  • 1.0 Representing Parent Company.

  • The subsidiary is numbered in the sequence of Arabic numerals starting from 1.

Note 2: The category of relationship with counterparty is marked as follows:

  1. Parent to subsidiary.

  2. Subsidiary to parent.

  3. Subsidiary to subsidiary.

  4. Note 3: For business relationships between the parent company and the subsidiary, only information of sales and accounts receivable are disclosed. The corresponding purchases and accounts payable

39

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

are not addressed again. Note 4: The above transactions were eliminated when the consolidated financial reports were eliminated.

(II) Information on investees:

The information of reinvestment business of the consolidated company for January 1 to June 30, 2023 is as follows (not including investment to Mainland China):

Unit: NTD in thousand/USD in thousand

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Initial investment Shares held as at the end of Investment
amount period Maximum income
shares held Net income (loss)
Name of investor Investee Name Location operating Major items current End of period End of last year (thousand)shares [Percentage] Carrying Amount investment period in this or of investee for this period recognized company for the by the Remark
period
The Company Apex Global Investment British Virgin Investment on 354,319 354,319 10,534 100% 346,314 100% 6,385 6,385 [Subsidiary]
Ltd. Islands, businesses
Tortola engaging in
manufacturing
〃 Wellell America Corp. U.S.A., Sales of medical 16,564 16,564 50 100% (9,561) 100% (2,478) (2,478) 〃
California, supplies
Orange
〃 Apex Medical S.L. Spain, Vizcaya Sales of medical 4,855 4,855 - 100% 282,873 100% 43,194 43,194 〃
supplies
〃 Sturdy Industrial Co., LtdTaiwan Manufacturing 328,294 328,294 10,000 100% 305,114 100% 5,551 5,633 〃
and sales of
medical
supplies
〃 Wellell India Private India, Delhi Sales of medical 27,741 27,741 6,458 99.82% 879 99.82% (370) (370) 〃
Limited supplies
〃 Wellell (Thailand) Ltd. Thailand Sales of medical 2,271 2,271 245 49% 1,537 49% 612 300 〃
supplies
〃 Apex Medical United Kingdom Investment on 691,344 780,354 7,180 100% 728,168 100% (3,513) (3,513) 〃
Respiratory Ltd. businesses
engaging in
manufacturing
〃 Wellell Germany GmbH Germany Investments in 92,610 92,610 25 100% 68,733 100% 2,486 2,486 〃
Dortmund various
production
businesses and
leasing business
The Company APEX MEDICAL Taiwan Sales of medical 1,000 1,000 100 100% 16,501 100% 14,585 14,585 [Subsidiary]
CORP. supplies
〃 Wellell Taiwan Corp. Taiwan Sales of medical 30,000 - 3,000 100% 29,334 100% (666) (666) 〃
supplies
Apex Global ComfortPro Investment Republic of Investment on 297,731 297,731 9,100 100% 256,546 100% (3,493) (3,493) 〃
Investment Ltd. Corp. Mauritius, businesses
Port Louis engaging in
manufacturing
〃 Max Delight Holding Apia, Samoa Investment on 8,686 8,686 270 100% 47,611 100% 9,880 9,880 〃
Limited businesses
engaging in
manufacturing
〃 Wellell India Private India, Delhi Sales of medical 55 55 12 0.18% 2 0.18% (370) (1) 〃
Limited supplies
Apex Medical Wellell UK Limited United Kingdom Sales of medical 767,718 767,718 - 100% 277,178 100% (7,284) (7,284) 〃
Respiratory Ltd. supplies
〃 SLK-Vertriebs Germany Sales and 391,891 391,891 1,048 100% 407,410 100% 17,793 11,328 〃
Dortmund leasing of
medical
supplies
〃 SLK-Medical Germany Sales and 22,549 22,549 25 100% 34,431 100% 574 248 〃
Dortmund leasing of
medical
supplies
〃 Wellell France S.A.S. France, Sales of medical 394 394 - 100% (16,589) 100% (6,652) (6,652) 〃
Ecouflant supplies
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40

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Note 1: The above transactions were eliminated when the consolidated financial reports were prepared. Note 2: The liquidation process was completed on September 5, 2022.

(III) Information regarding investment in Mainland China:

1. Information on investment in Mainland China:

Unit: NTD in thousand/USD in thousand

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Amount remitted or Accumulate Accumula
Accumulated investment amount d amount of Investment ted
Maximum Book
amount of remitted back for remittance Net income Ownership shares held income (loss) value of amount of
Mainland ChinaInvestee in Major operating items Paid-in capital Investmmethodent from Taiwan beginning of remittance this periodfor the Remitting tothe current Remitting peback riod China as of Taiwan to the end of Mainland from of investee for this period held by the Company (direct or indirect) investment period in this or Company for recognized the period (Note 2) by the ts as of the investmenend of the period investmenback as of the end of t income remitted
the period the period
Apex Medical Manufacturing 23,352 (I) 23,239 - - 23,239 - -% - % - - -
(Shanghai) Corp. and Sales of (USD710) (USD710) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1)
medical supplies
Apex (Kunshan) Manufacturing 231,103 (I) 231,103 - - 231,103 (2,127) 100.00% 100.00% (3,483) 198,417 -
Medical Corp. and Sales of (USD7,100) (USD7,100)
medical supplies
Kunshan Co Wei Manufacturing 25,316 (I) 25,487 - - 25,487 - -% - % - - -
Plastic Product and sales of plastic (USD842) (USD842) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1)
Corp. products
Wellell Sales of medical 8,041 (I) 8,041 - - 8,041 9,879 100.00% 100.00% 9,879 29,860 -
(Kunshan) Co., Ltd supplies (USD250) (USD250)
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Note: Investment methods can be classified as follows: (I): Investment by 100% owned subsidiary set up in the third area. Note 1: Shanghai Apex was liquidated in February 2013; Kunshan Kewei was liquidated in February 2016. Note 2: The above transactions were eliminated when the consolidated financial reports were prepared.

2. Maximum amount to invest in Mainland China:

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Accumulated amount of Limit of the
Investment Amounts
Remittance from Taiwan to Investment
approved by Investment
Mainland China as of the end Commission, MOEA to
Commission, MOEA
of the period invest in Mainland
China
287,870 287,870 1,369,962
(US$8,902 thousand) (US$8,902 thousand)
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3. Significant transactions with the invested companies in Mainland China:

For the significant transactions conducted with investees in Mainland China directly or indirectly for January 1 to June 30, 2023 (eliminated when preparing consolidated statements). Please refer to the explanations in “relevant information of the significant transactions” in the consolidated financial statements.

41

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

  • (IV) Information on major shareholders

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Shares % of shares
shareholding
Name of major shareholders held
CDIB Capital Growth Partners 11,526,000 11.42%
Ya Sheng Investment Development Co. 10,566,760 10.47%
Ya Shin Investment Development Co. 10,561,732 10.46%
National Development Fund, Executive Yuan 6,000,000 5.94%
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Note: (1) The information of the major shareholders in this table is based on the TDCC's last business day of the end of each quarter. Counting the shareholders who exceed more than 5% of the total number of common stock and special stock of the company that has been non-physical registration (include treasury stock). The share capital indicated in the company's financial statement and the actual amount of non-physical registration delivered may be different due to the different counting basis.

  • (2) If the above-mentioned document was shareholders deliver to trust, the trustee should open up a trust account to show the individual trustee. When insiders who hold more than 10% of the shares report their shareholdings by the Securities and Exchange Act, their shareholdings should include shares hold under their name and shares under a trust in which they have the right to decide the use of the trust property. Please refer to the Market Observation Post System for insider shareholding reporting information.

XIV. Segment Information

The consolidated company is mainly engaged in the manufacture, import, export as well as sales of medical supplies. The company is operating in just one industry and all sales department of the medical supplies and associated activities were used as a whole as basis for decision making and performance evaluation. As a consequence, the operating segments and reportable segments are divided by regions:

The consolidated company operating departments and adjustment are listed below:

April to June, 2023

Revenue:
Revenue from outside
customers
Revenues between
segments
Total revenue
Profit and loss from
reportable segment
Europe
$ 476,176
89,164
America

66,204
3,283
Asia Adjustment
and
elimination

Total
703,610
-
703,610
75,036

161,230
120,689

-

(213,136)

$
565,340

69,487

281,919



(213,136)

$
67,471

12,426

38,136



(42,997)

42

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

Revenue:
Revenue from outside
customers
Revenues between
segments
Total revenue
Profit and loss from
reportable segment
Revenue:
Revenue from outside
customers
Revenues between
segments
Total revenue
Profit and loss from
reportable segment
Revenue:
Revenue from outside
customers
Revenues between
segments
Total revenue
Profit and loss from
reportable segment
April to June, 2022 April to June, 2022 April to June, 2022
Total
680,136
-
Europe
$ 455,721
90,186
America

79,726
73,255
Asia Adjustment
and
elimination

144,689
36,198

-

(199,639)

$
545,907

152,981

180,887



(199,639)
680,136

$
40,836

10,111

40,262



(24,264)

66,945



January to June, 2023


Total
1,403,375
-
Europe
$ 940,683
182,299
America

130,830
13,146
Asia Adjustment
and
elimination

331,862
209,306

-

(404,751)

$ 1,122,982

143,976

541,168



(404,751)
1,403,375

$
118,930

22,849

71,620



(73,621)

139,778



January to June, 2022


Total
1,275,529
-
Europe
$ 827,989
195,002
America

159,865
73,255
Asia Adjustment
and
elimination

287,675
164,540

-

(432,797)

$ 1,022,991

233,120

452,215



(432,797)
1,275,529

$
58,563

7,810

90,956



(48,205)

109,124

As the assets/liabilities measures of the consolidated company’s reportable segments

43

Wellell Inc. and Subsidiaries Consolidated financial statement Notes (continued)

were not provided for operational decision making, the measures of assets/liabilities were not disclosed.

44