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WELLTEND Annual Report 2022

Jun 15, 2023

52254_rns_2023-06-15_e881bcb9-1d24-4c67-8864-5da57055fb6e.pdf

Annual Report

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Stock Code: 3021

Welltend Technology Corporation

2022 Annual Report

The Annual Report is available at website: http://mops.twse.com.tw

The Company’s website: http://www.welltend.com.tw

Printed on May 20, 2023

Notice to readers

This English version is a summary translation of the Chinese version and is not an official document of the Shareholders’ Meeting. If there is any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

  • I. Spokesperson and deputy spokesperson of the Company: Name of the spokesperson: Hsiao-Ching Huang Title: Senior Manager Telephone: (02) 8768-2688 Ext. 8843 E-mail: [email protected]

Name of the deputy spokesperson: Yi-Lun Pan Title: Senior Manager Telephone: (02) 8768-2688 Ext. 8820 E-mail: [email protected]

  • II. The address and telephone number of the Company’s headquarters: Headquarters address: 6F., No. 59, Dongxing Road, Xinyi Dist., Taipei City Telephone: (02) 8768-2688

III. Stock transfer agency name, address, website, and telephone: Name: CTBC Bank Address: 5F., No. 83, Sec. 1, Chongqing S. Road, Zhongzheng Dist., Taipei City Website: http://www.ctbcbank.com Telephone: (02) 6636-5566

  • IV. The name of the certified public accountants who duly audited the annual financial report for the most recent fiscal year, and the name, address, website and telephone number of the said persons’ accounting firm:

Name of accountants: I-Wen Wang, Yiu-Kwan Au Name of the accounting firm: KPMG Address: 68F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City Website: http://www.kpmg.com.tw/ Telephone: (02) 8101-6666

  • V. Name of the overseas stock exchange and method for accessing information on overseas negotiable securities: None.

  • VI. Company’s website: http://www.welltend.com.tw

Annual Re ort Contents p

ONE. Letter to Shareholders .............................................................................................................. 1
Two. Company Profile ........................................................................................................................ 5
I. Date of establishment ............................................................................................................... 5
II. Company history ...................................................................................................................... 5
**Three. ** Corporate Governance Report ................................................................................................. 8
I. Organization system ................................................................................................................. 8
II. Information on directors, the president, vice presidents, associate managers, and
supervisors of various departments and branches .................................................................. 10
III. Remuneration paid to directors, supervisors, the president, and vice presidents in the
most recent year ..................................................................................................................... 20
IV. Corporate governance status ................................................................................................. 27
V. Information on CPA professional fees ..................................................................................... 98
VI. Information on change in accountants: If the Company has changed its accountants in
the last two years and thereafter, the following should be disclosed ....................................... 99
VII. In case the Chairman, President, Chief Financial Officer or Chief Accounting Officer of
the Company who has been employed by the CPA firm retained for services or its
affiliate, disclose the name, occupational title, and the duration of employment by the
CPA firm or its affiliate. .......................................................................................................... 100
VIII. In the most recent year and as of the date of publication of the annual report, information
about the shares transferred by and changes to the shares pledged by the directors,
supervisors, managers and the shareholders holding more than 10% of shares .................. 101
IX. Information about the relationships among top ten shareholders, such as related parties,
spouses or relatives within the second degree of kinship ..................................................... 103
X. The total number of shares and total equity stake held in any single enterprise by the
Company, its directors and supervisors, managerial officers, and any companies
controlled either directly or indirectly by the Company: ......................................................... 104
Four. Status of Fundraising ........................................................................................................... 105
I. Capital and Shares ............................................................................................................... 105
II. Issuance of corporate bonds (including overseas corporate bonds). ..................................... 113
III. Issuance of preferred shares. ................................................................................................ 113
IV. Issuance of overseas depositary receipts. ............................................................................. 113
V. Issuance of employee stock options. ..................................................................................... 113
VI. Handling of restricted employee shares. ................................................................................ 113
VII. Handling of mergers and acquisitions or transfers of shares of other companies to issue
new shares. ........................................................................................................................... 113
VIII. Matters to be recorded in the implementation of fund utilization plans. .................................. 113
Five. Overview of Operations ........................................................................................................ 114
I. Business content ................................................................................................................... 114
II. Market, Production and Sale ................................................................................................ 121
III. Information of employees in the latest two years and as of the publication date of the
annual report ........................................................................................................................ 128
IV. Environmental protection expenditure information ................................................................ 129
V. Labor-Management Relation ................................................................................................ 129
VI. Information Security Management ........................................................................................ 132
VII. Important contracts ............................................................................................................... 135
Six. Financial Overview ................................................................................................................ 136
I. Condensed balance sheets and comprehensive income statements for the last five
years, indicating the names review opinions of CPAs ........................................................... 136
II. Financial analysis for the last five years ................................................................................ 140
III. The Audit Committee review report of the most recent financial report ................................. 144
IV. Parent company only financial statements for the most recent fiscal year audited by
CPAs .................................................................................................................................... 145
V. Consolidated financial statements for parent and subsidiary companies for the most
recent fiscal year audited by CPAs ........................................................................................ 211
VI. In the most recent year and as of the date of publication of the annual report, if any
financial difficulties occurred to the Company and its affiliated companies, their effect on
the Company’s financial status should be listed. ................................................................... 282
**Seven. ** Financial Status and Review and Analysis of Financial Performance .............................. 283
I. Financial status .................................................................................................................... 283
II. Financial performance .......................................................................................................... 284
III. Cash flows ............................................................................................................................ 285
IV. Impact of major capital expenditures on financial business in recent years .......................... 285
V. Reinvestment policy in the most recent year, main reasons for its profit or loss,
improvement plan and investment plan for the next year ...................................................... 285
VI. Risk matters (risk matters should be analyzed and evaluated for the following matters in
the most recent year and up to the publication date of the annual report) ............................. 285
VII. Other important matters....................................................................................................... 288
**Eight. ** Special Disclosures .............................................................................................................. 289
I. Profiles of the affiliates ......................................................................................................... 289
II. Handling of privately placed securities in the most recent year and as of the date of
publication of the annual report............................................................................................. 293
III. Status of holding or disposing of the Company’s stocks by subsidiaries in the most
recent year and as of the date of publication of the annual report. ........................................ 293
IV. Supplementary information. .................................................................................................. 293
Nine. The occurrence of the incidents as stated in subparagraph 2 of Paragraph 3 under
Article 36 of this law that caused significant influence on shareholders equipment
or stock price in the previous period to the date this report was printed ......................... 293

ONE.

Letter to Shareholders

Esteemed Shareholders, Greetings:

Given the spread of the pandemic in recent years, the global economy has exhibited an extremely uncertain outlook that has shaken the confidence of consumers and businesses and also affected economic activity. Compounded by increasing raw materials costs, global supply chains have thus been strained and this in turn has impacted the recovery of the global economy. In the prior period, the Company’s performance continued to grow steadily in the face of rapid changes in the external market and in the industrial environment. In respect to business development, the Company will step beyond consolidating existing customers’ business to continue investing in the development of new products and customers, actively develop the electric vehicle market, and strive for new types of state-of-the-art product power cords and related peripheral products. In this way, we should gain an accurate grasp of the Group’s inventories and future market demand. In terms of production, the Company will continue to integrate production resources, accelerate the deployment of automated production equipment in each factory, improve production efficiency and scale, and reduce workforce requirements. In respect to factory management, we will continue to update equipment and promote process improvement and integration so as to reduce overall costs and improve efficiency to maintain the Company’s profitability and growth.

In the future, our management team will uphold the management attitude of Sincerity and Diligence with a steady, down-to-earth, and hard-working spirit. We shall thus prudently face future challenges while standing firmly on the basis of our existing competitive advantage in order to fulfill our obligation of trust toward all shareholders. On behalf of the management team and all employees, I would like to hereby thank our shareholders for your long-term support and attention.

I. Business Results Report for 2022:

  1. Consolidated operating revenue and gross profit margin: The Group’s consolidated operating revenue in 2022 was NT$3,908,184,000, marking growth of 15.85% compared to 2021’s consolidated operating revenue of NT$3,373,438,000. Net profit after tax in 2022 was NT$184,190,000, an increase of NT$53,462,000 from the NT$130,728,000 in net profit after tax seen in 2021, and the 2022 earnings per share came to NT$1.92.

  2. In respect to operating gross profit: the operating gross profit margin for 2022 and 2021 came to 18.73% and 20.23%, respectively.

  3. Faced with the impact of industrial transformation and market integration in recent years, and under the influence of unfavorable factors such as price competition across all industries as well as rising raw material prices and pandemic conditions, the Company is still actively investing in the development of new customers and new products so that the revenue in 2022 can maintain stable growth and can strive for the mainstream consumer products business. Moreover, we are actively controlling costs and improving internal operating efficiency to allow overall profitability to remain at a certain level.

  4. 1 -

(I) Consolidated operating and financial revenues and expenditures:

Unit: NT$ thousand

Item 2021 2022 Increase/decrease Growth rate
%
Operating
revenue
3,373,438 3,908,184 534,746 15.85
Operating costs 2,690,890 3,185,291 494,401 18.37
Operating
expenses
446,452 429,011 (17,441) -3.91
Operating profit 236,096 293,882 57,786 24.48
Non-operating
income and
expenses
(24,423) 17,971 42,394 -173.58
Net profit for the
period
130,728 184,190 53,462 40.90
  • (II) Budget implementation status: The Company’s financial forecast for 2022 has not been disclosed to the public, and this is therefore not applicable.

  • (III) Consolidated profitability analysis:

Item 2021 2022
Debt to assetratio (%) 55 52
Ratio of long-term funds to property, plant,
and equipment (%)
320 370
Currentratio (%) 151 165
Quick ratio (%) 90 112
Returnonassets (%) 6.39 6.58
Returnonequity (%) 13.33 13.37
Net profit before tax to paid-in capital ratio (%) 22.52 32.52
Net profitrate (%) 5.00 5.00
Earningsper share(NT$) 1.36 1.92

II. Business plan summary for 2023

  • (I) Strengthen the production base in Southeast Asia, improve factory management efficiency and division of labor among factories, strengthen inventory management capabilities, effectively control production costs, and improve production and sales mechanisms.

  • (II) Actively deploy international cooperation, participate in international business exhibitions, expand sales reach, quickly collect industry intelligence and strengthen marketing capabilities, and commit to product diversification development and operation to expand our business niche.

  • (III) Strengthen the R&D team, improve R&D capabilities, grasp the development trends of new markets, new specifications and new technologies, develop a diversified product line, create corporate competitive advantages, and strive to establish long-term and stable relationships with large international customers.

  • (IV) Be customer-oriented and close to market leaders, provide customers with a variety of products and services, strengthen customer relationship management, continue to promote the development and introduction of new customers, and expand overall market share.

  • (V) Effectively integrate group resources, undertake flexible allocation of positions to preserve growth momentum, and cultivate talent needed for sustainable operations;

  • 2 -

promote the optimization of operating processes to ensure the flow of information while improving overall operating efficiency.

III. Future development strategy of the Company

In recent years, the Company has continued to provide customers with high-quality products; comprehensively improved the process level and energy in design, process, quality control and testing; and continued to achieve the goal of high growth and diversified development of product lines. At the same time, we will continue to deepen our existing product lines and customers, expand service levels, and be customer-oriented and close to market leaders. We can thus provide customers with a variety of products and services while taking advantage of economies of scale in production. Today, the development of network and digitalization has far exceeded prior visions of the structure of the digital age. It is not only mobile applications that have become the main media products for public information, services, and transactions. In terms of living, popular requirements for the quality of life and digital home appliances can provide more personalized and precise services. In respect to driving, there is safer traffic quality through the Internet of Vehicles to communicate and exchange information between owners, vehicles, and traffic systems to provide a safer and more comfortable experience. Above, we can see the blueprints of the future world under development and the Company is committed to working closely with customers in the relevant industrial chains whether in automotive electronics, medical care, or smart homes, to provide more services and high-end products.

In terms of operations management, the Group will uphold the principle of prudent and pragmatic operations to train and reserve technical, business and management talent over the long term to strengthen human capital, cultivate the Company’s development potential, and continue to conduct product research and development to meet future product demand. In the future, we will also strengthen the market ties between the two sides of the Taiwan Strait and Southeast Asia. We shall coordinate production capacity to fully grasp market changes and needs for the sake of providing all-round customer satisfaction and trust so that we can increase market share among clients. We shall continue to strengthen project management capabilities and improve project management quality and human resource utilization efficiency as we strive for robust and large-scale long-term service customers, thereby improving the quality of earnings to create more fruitful and stable operating results. In addition to actively developing new products and providing integrated services, the Group shall also improve operational efficiency and personnel productivity through the integration of information systems. Furthermore, the resources of the Group’s reinvested companies can be integrated to maximize the benefits of the Group.

IV. Impact of external competitive environment, regulatory environment, and overall business environment:

In recent years, changes in product preferences among end consumers for products have made market competition more intense. In addition to raw material prices and international exchange rate fluctuations, the acquisition of labor and cost control have to be appropriate for the opportunity to maintain an advantageous profit. Due to rising wage costs in China and the rise of red supply chains, the domestic connector industry began to move production lines to emerging countries in Southeast Asia. Some peers with more capital and technology advantages expanded the deployment of production line automation and imported more automation equipment to reduce operating costs. The Group will continue to deploy production bases in Southeast Asia, expand our economies of scale, strengthen the operation of automated equipment and of upstream and downstream integration, and improve production efficiency. We shall do so in order to reduce overall costs, make production quality more reliable, and improve customer trust and dependence. In addition, we shall strengthen the development of niche products and continue to develop new products, expanding the market for high value-added products and improving product

  • 3 -

competitiveness.

We consider ourselves to be the best supplier of connection harnesses. The products we provide are important components of electronic products and the basic backbone structure of information systems. As consumer terminal products and digital services continue to develop, the application scope of wire harness products and information system services is also becoming increasingly extensive. Welltend’s management team has been deeply involved in the electronics industry for many years. We have profound production management experience and the operating performance of a multinational enterprise, and have a timely grasp of market demand and trends. Although there are still many uncertainties in the economic environment and industries across all countries, we will continue to improve quality, reduce costs, cultivate talent, and increase per capita output value. We shall thus grow and thrive on a stable foundation, continuously expanding to new customers and new markets, strengthening new product development capabilities, and improving our market acumen to fully grasp the development trends of new products. Looking to the future, the Company will be committed to good corporate governance and sustainable operations. We shall continue to strengthen customer relationship management, increase the efficiency of competition, and make good use of technology and systems to master production efficiency. We believe that in the new year, the Group’s management team must be able to operate with a good performance to repay the trust and investment of all our shareholders. Finally, I would like to wish you all good health and all the best.

Chairman: Yun-Teng Chang

Manager: Accounting Supervisor: Hsiang-Yu Wang Wen-Pin Chen

  • 4 -

Two.

Company Profile

I. Date of establishment : May 25, 1993

II. Company history

  • 1993 • The Cradle Technology Corporation was established with registered capital of NT$10 million.

  • Major business activities comprise information product agency, sales, and after-sales services.

  • 1997 • Cash capital increase of 30 million, with paid-in capital increased to 40 million.

  • Established Taichung office.

  • 1998 • Obtained Hewlett-Packard Technology Co., Ltd. (HP) gold dealer qualification.

  • Cash capital increase of 60 million, with paid-in capital increased to 100 million.

  • Purchased land and buildings on Dongxing Road to serve as Taipei office.

  • 1999 • Agency and sales of IBM multimedia-integrated digital collection systems.

  • Carried out public offering and capitalization of retained earnings, approved by Letter (1999) Tai-Cai-Zheng-(I) No. 97059.

  • Annual cash capital increase of 129.6 million, with paid-in capital increased to 280 million.

  • 2001 • Issued first domestic unsecured convertible corporate bonds with total issuance amount of NT$600 million.

  • 2002 • Transferred shares in Zixian Technology, Qiao Peng Technology Co., Ltd., and Baoyan Technology Co., Ltd. to increase capital and issue new shares.

  • In August, transferred from TPEx listed to TWSE listed.

  • Issued amount of overseas convertible corporate bonds came to US$30 million.

  • Obtained joint purchasing sales rights in the entire CTC region.

  • 2003 • Agency and distribution of Apple’s visual effects synthesis software.

  • Agency and distribution of Hewlett-Packard Technology Co., Ltd. (HP) full range of network management products.

  • Issued amount of overseas convertible corporate bonds came to US$10 million.

  • 2004 • Distribution and sales of Symantec’s full range of network security and antivirus software products.

  • 2005 • Capital increase of NT$104,400 thousand.

  • 2006 • Letter Jin-Guan-Zheng-Yi-Zi No. 0950111707 approved the Company’s capital reduction, with a 90% capital reduction ratio; paid-in capital was NT$245,023,000 after capital reduction.

  • Letter Jin-Guan-Zheng-Yi-Zi No. 0950146668 approved the Company’s capital increase through issuance of 13,614,192 common shares for merger with Zixian Technology Co. Ltd.

  • 2007 • Private offering of NT$142,343 thousand.

  • 2008 • Short-form merger with subsidiary Weihua Investment Co., Ltd.

  • Private offering of NT$282,000 thousand.

  • Short-form mergers with subsidiaries Minjie Technology Co., Ltd. and Qiao Peng Technology Co., Ltd.

  • Company name changed to Welltend Technology Corporation

  • 2009 • The Investment Review Committee approved the Company’s indirect investment in mainland China (Shanghai Celeraise Electronic Co., Ltd.) through Letter Shen-Er-Zi No. 09800023010.

  • Established Celeraise Technology Corporation.

  • Invested in Bor Sheng Indutrial Co., Ltd.

  • Private offering of NT$250,000 thousand.

  • The Investment Review Committee approved the Company’s indirect investment in mainland China (Shenzhen Celeraise Electronic factory) through Letter

  • 5 -

Shen-Er-Zi No. 09800443410.

  • 2010 • Invested in (Hong Kong) Jiun Tai Corporation Limited to indirectly acquire 100% equity of Shanghai Celeraise Electronic Co., Ltd.

  • Invested in (Hong Kong) Celeraise Investment Limited to indirectly acquire 99.9997% equity of Shenzhen Celeraise Electronic factory.

  • Invested in (Hong Kong) Yield Profit International Enterprise Limited.

  • Invested in (Hong Kong) Jet Success Technology Development Limited.

  • 2011 • The Investment Review Committee approved the Company’s indirect investment in the Hunan region of mainland China (Chenzhou Zhansheng Technology Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10000147180.

  • The Investment Review Committee approved the Company’s indirect investment in the Kunshan region of mainland China (Kunshan Celeraise Electronic Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10000317970.

  • The Investment Review Committee approved the Company’s indirect investment in the Hunan region of mainland China (Chenzhou Zhansheng Technology Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10000476640.

  • 2012 • The Investment Review Committee approved the Company’s indirect investment in the Kunshan region of mainland China (Kunshan Celeraise Electronic Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10100282180.

  • The Investment Review Committee approved the establishment of Shenzhen Celeraise Electronic Co., Ltd. and revocation of Shenzhen Celeraise Electronic factory through Letter Jing-Shen-Er-Zi No. 10100405060.

  • 2013 • A total of 83,192,915 shares of privately placed common shares were issued for supplementary public offering, approved by the Financial Supervisory Commission on May 8, 2013, effective through Letter Jin-Guan-Zheng-Fa-Zi No.1020016192. Furthermore, it was approved for listing by the Taiwan Stock Exchange Corporation through letter Tai-Zheng-Shang-Yi-Zi No. 1020009464 (the trading date of the listed stocks was May 24, 2013).

  • The Investment Review Committee approved the Company’s indirect investment in the Huizhou region of mainland China (Zhan Mao (Huizhou) Electronic Co., Ltd.) through Letter Jing-Shen-Er-Zi No.10200477630.

  • Repurchased 1,500 thousand treasury shares.

  • Company name changed to Welltend Technology Corporation.

  • 2014 • The Investment Review Committee approved the Company’s indirect investment in the Huizhou region of mainland China (Zhan Mao (Huizhou) Electronic Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10300141420.

  • Repurchased 2,500 thousand treasury shares.

  • 2015 • The Investment Review Committee approved the Company’s investment in the Philippines (Celeraise Electronic Corporation) through Letter Jing-Shen-Er-Zi No. 10400053050.

  • Repurchased 300 thousand treasury shares.

  • Canceled 300 thousand treasury shares.

  • 2016 • Letter Jin-Guan-Zheng-Fa-Zi No. 1050028242 approved the Company’s capital reduction, with a 10% capital reduction ratio; paid-in capital was NT$971,634,670 after capital reduction.

  • 2017 • Canceled 1,350 thousand treasury shares.

  • The Investment Review Committee approved the Company’s investment in Thailand (Celeraise (Thailand) Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10600292130 and Letter Jing-Shen-Er-Zi No. 10600352280.

  • 2018 • The Investment Review Committee approved the Company’s indirect capital increase in the Huizhou region of mainland China (Zhan Mao (Huizhou) Electronic Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10700035490.

  • The Investment Review Committee approved the Company’s application for the deregistration of mainland invested business Chenzhou Zhansheng Technology

  • 6 -

Co., Ltd. through Letter Jing-Shen-Er-Zi No. 10700176500.

  • 2019 • Repurchased 1,000 thousand treasury shares.

  • The Investment Review Committee approved the Company’s investment in Thailand (Celeraise (Thailand) Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 10800214490.

  • 2020 • Repurchased 1,813 thousand treasury shares.

  • Canceled 1,813 thousand treasury shares.

  • 2021 • The Investment Review Committee approved the Company’s investment in Thailand (Celeraise (Thailand) Co., Ltd.) through Letter Jing-Shen-Er-Zi No. 11000039010.

  • 2022 • Canceled 1,000 thousand treasury shares.

  • Issued 2,790 thousand new shares through capitalization of retained earnings.

  • Issued 100 thousand shares through capitalization of employee compensation.

  • 7 -

Three. Corporate Governance Report

==> picture [784 x 387] intentionally omitted <==

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

I. Organization system:
Shareholder’s
meetings
Audit Committee
Board of Directors
Remuneration
Committee Audit Office
Chairperson
President
Wire and Connector Business System Integration
General Administration
Accounting Office Group Business
Center
Thailand Eastern China Southern China Philippines Northern Region South-Central Region
Operations Office Operations Office Operations Office Operations Office Operations Office Operations Office
----- End of picture text -----

  • 8 -
Audit Office
Responsible for auditing the implementation of the Company’s internal rules and regulations, and
putting forward suggestions for improvement and reporting regularly.

Audit of reinvested enterprises and important subsidiaries.
Wire and Connector
Business Group

Responsible for the research and development, production, sale and quality of various electronic
related components, wire sets, wires, connectors, electronic components and other products
domestically and abroad.

Production and factory maintenance.

Sales and customer relationship maintenance.

Assessment of opportunities for setting up factories in various locations.
System Integration
Business

Responsible for government and enterprise information system equipment integration consulting,
construction, and sale.

Maintenance of system software and hardware equipment.

Project outsourcing station maintenance service and software project development.

Purchasing Department: Purchasing management operations, supplier evaluation and development,
supplier credit limit management operations, warehouse management operations.
Accounting Office
Responsible for Group accounting, fund scheduling, and issuance and receipt of payments.

Provide relevant financial management information to business units and senior executives as a
reference for decision-making.

Preparation and implementation of Group budgets.

All major financial plans.

Operation and evaluation of reinvested enterprises.
General Administration
Center

Management Department: Planning and implementation of Group human resources and salary
management.

Information Department: Cooperate with relevant departments to provide management reports and
maintenance of computer-related equipment.

Investment Management Department: Coordinate shareholders’ meetings and Board of Directors’
matters, external information releases, investor relations, and announcements of related public
information.

Legal Affairs Department: Contract drafting, modification and review, provision of legal opinions,
follow-up of litigation cases, and management of intellectual property rights of patents and
trademarks.

General Affairs Department: Repair, maintenance, and management of fixed assets.
  • 9 -

II. Information on directors, the president, vice presidents, associate managers, and supervisors of various departments and branches:

Director information (I):

April 15,2023 April 15,2023 April 15,2023 April 15,2023
Job Title Nationality or
Place of
Registration

Name
Gender
(Age)
Date of
Election
(Appointment)
Term of
office
Date first
appointed
Shares held at the time of
appointment
Number of shares
currently held
Number of shares
currently held by spouse
and minor children
Shares held in the
name of others
Main Educational and
Professional
Background
Positions
concurrently
held in the
Company
and in other
companies
Spouse or relatives within the
second degree of kinship or
closer serving as other
supervisors, directors, or
supervisors
Notes
Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number
of
shares

Shareholding
ratio
Job Title Name Relationship
Chairman Republic of
China
Yun-Teng Chang
Male
(41-50
years
old)
2022/06/14 3 years 2016/06/17
3.136,400

3.37%

3,230,492

3.37%

27,810

0.03%

0

0%

University of Florida
Kunshan Celeraise
Electronic
Shanghai Celeraise
Electron
Year Jan Industrial
Co., Ltd.
Note 1 Director Kuei-Yu
Chang
Sibling None
Director Republic of
China
Hsuan-Bin Kuo Male
(61-70
years
old)
2022/06/14 3 years 2005/12/19
1,000,000

1.08%

1,000,000

1.04%

0

0.00%

0

0.00%

Graduated from the
Department of
Electrical Engineering,
National Chiao Tung
University
Senior Technician,
International
Telecommunications
Bureau, Ministry of
Transportation and
Communications
Senior Sales
Engineer, Taiwan
Philips
Sales Manager,
STMicroelectronics
Founder, Supreme
Electronics
Note 2 None None None None
Director Republic of
China
Hung-Liang
Hsieh
Male
(71-80
years
old)
2022/06/14 3 years 2007/06/13
1,395,000

1.50%
1,436,850
1.50%
1,070,685 1.12% 0
0.00%

Graduated from
Tsinghua University
Chairperson of
Scientech Corporation
Note 3 None None None None
Director Republic of
China
Kuei-Yu Chang Female
(41-50
years
old)
2022/06/14 3 years 2007/06/13
1,917,450

2.06%
1,974,973
2.06%

210,000

0.22%

0

0.00%

Graduated from
University of
Northumbria
Note 4 Director Yun-Teng
Chang

Sibling
None
Republic of
China
Year Jan
Industrial Co.,
Ltd.
- 2022/06/14 3 years 2022/06/14 10,827,800
11.64%
11,152,634
11.63%

0

0%

0

0%
Not applicable None None None None None
Director Republic of
China
Representative
Ming-Jie Cheng
Male
(61-70
years
old)
2022/06/14 3 years 2019/06/14
0

0.00%

0

0.00%

0

0.00%

0

0%

Associate Professor,
Department of
Information
Engineering, Chung
Yuan Christian
University
None None None None None
  • 10 -
Job Title Nationality or
Place of
Registration

Name
Gender
(Age)
Date of
Election
(Appointment)
Term of
office
Date first
appointed
Shares held at the time of
appointment
Shares held at the time of
appointment
Number of shares
currently held
Number of shares
currently held
Number of shares
currently held by spouse
and minor children
Number of shares
currently held by spouse
and minor children
Shares held in the
name of others
Shares held in the
name of others
Main Educational and
Professional
Background
Positions
concurrently
held in the
Company
and in other
companies
Spouse or relatives within the
second degree of kinship or
closer serving as other
supervisors, directors, or
supervisors
Spouse or relatives within the
second degree of kinship or
closer serving as other
supervisors, directors, or
supervisors
Spouse or relatives within the
second degree of kinship or
closer serving as other
supervisors, directors, or
supervisors
Notes
Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number of
shares
Shareholding
ratio

Number
of
shares

Shareholding
ratio
Job Title Name Relationship
Director Republic of
China

Hsiu-Li Chen
Female
(60-65
years
old)
2022/06/14 3 years 2022/06/14
740,500

0.80%

762,715

0.80%

0

0%

0

0%

Department of
Accounting and
Statistics, Chihlee
University of
Technology
Marine Division, Fuji
Industries Co.,
(Taiwan)Ltd.
None None None None None
Independent
Director
Republic of
China
Meng-Chung
Wu
Male
(71-80
years
old)
2022/06/14 3 years 2016/06/17
60,000

0.06%

70,000

0.07%

0

0.00%

0

0.00%

National Nantou
Commercial High
School
Finance Division,
Panasonic Taiwan
Co., Ltd.
Sales Office Director,
Kuotu Motor
Company,Ltd.
Responsible
person, Qian
Yao
Enterprise
Co., Ltd.
None None None None
Independent
Director
Republic of
China
Ching-Ju Wu Female
(50-60
years
old)
2022/06/14 3 years 2022/06/14
0

0.00%

0

0.00%

0

0.00%

0

0.00%

Department of
Accounting, Tunghai
University
CPA partner, Yujin
United Accounting
Firm
CPA partner, CKH &
W CPA Office
Note 5 None None None None
Independent
Director
Republic of
China
Chang-Kuo
Feng
Male
(40-50
years
old)
2022/06/14 3 years 2022/06/14
0

0.00%

0

0.00%

0

0.00%

0

0.00%

LL.M, National Taiwan
University
LL.M, Northwestern
University, USA
Partner, Zhong Yin
Law Firm
Note 6 None None None None

Note 1: Director, Celeraise Technology Corporation; director, Leadpak Industrial Co., Ltd.; director, Celeraise (Thailand) Co., Ltd.; director, Shanghai Celeraise Electronic Co., Ltd.; director, Kunshan Celeraise Electronic Co., Ltd.; director, Celeraise Electronic Corporation.

Note 2: Director, Celeraise Technology Corporation; director, A Team Tech Inc.; director, Minshi Computer Technology (Shanghai) Co., Ltd.; director, Celeraise Electronic Corporation; director, Leadpak Industrial Co., Ltd.; director, Allied Circuit Co., Ltd.

Note 3: Chairperson, Scientech Corporation; chairperson, Acromass Technologies Inc.; director, Yoho Beach Resort Co., Ltd.; director, Natgem Inc.

Note 4: Chairperson, Celeraise Technology Corporation; director, Celeraise Electronic Corporation; chairperson, Leadpak Industrial Co., Ltd.; director, Celeraise (Thailand) Co., Ltd.; director, Jiun Tai Corporation Limited; director, Celeraise Investment Limited; director, Yield Profit International Enterprise Limited; director, Jet Success Technology Development Limited. Note 5: CPA partner, Yujin United Accounting Firm; independent director, Gongwin Biopharm Co., Ltd.; independent director, Hongpu Construction Co., Ltd. Note 6: Partner, Zhong Yin Law Firm; independent director, GTM Holdings Corporation; chairperson, Zhongying Consulting Co., Ltd.; chairperson, Haohao Jiao Co., Ltd.; director, Rextek Integration Inc.; corporate director, Miho International Cosmetic Co., Ltd.

  • 11 -

Table 1: Major Shareholders of Institutional Shareholders

April 15, 2023

Name of institutional shareholder (Note 1) Major shareholders of institutional shareholder (Note 2)

Year Jan Industrial Co., Ltd. Kuan Yi Investment Co., Ltd.: 78.64%

  • Note 1: If the Director is the representative of an institutional shareholder, put down the name of the institution.

  • Note 2: Put the names of the dominant shareholders of this institutional shareholder (Top 10 by shareholding) and proportion of shareholding. If the dominant shareholders are institutional shareholders, fill in Table 2 below.

  • Note 3: If the institutional shareholder is not a body corporate, the name of the institutional shareholder and proportion of shareholder for disclosure as mentioned shall be the name of the benefactor or donor, and the proportion of funding or donation.

Table 2: Major institutional shareholders serving as major shareholders of juridical persons as referred to in Table 1

April 15, 2023 Name of institutional shareholder (Note 1) Major shareholders of institutional shareholder (Note 2) Kuei-Yu Chang 40% Kuan Yi Investment Co., Ltd. Yun-Teng Chang 24%

  • Note 1: If the dominant shareholder exhibited in Table 1 is an institutional shareholder, put down the name of the institution.

  • Note 2: Put down the names of the dominant shareholders of this institutional shareholder (top 10 by shareholding) and the proportion of shareholding.

  • Note 3: If the institutional shareholder is not a body corporate, the name of the institutional shareholder and proportion of shareholder for disclosure as mentioned shall be the name of the benefactor or donor, and the proportion of funding or donation.

  • 12 -

Director information (II) I. Disclosure of information on the professional qualifications of directors and the independence of independent directors:

Terms
Name
Professional qualifications and
experience
Status of
independence
Number of
other public
companies
where the
director
concurrently
serves as
independent
director
Director
Yun-Teng
Chang
Qualifications: Has more than 16 years of
required
industry
and
corporate
work
experience;
current
chairperson
of
the
Company; has been committed to fields
related to the connector industry for nearly 15
years; possesses professional leadership,
professional market competition judgment, and
strategic planning capabilities.
Education and experience:
Graduated from the University of Florida
1. Vice
President,
Shanghai
Celeraise
Electronic Co., Ltd.
2. Director, Kunshan Celeraise Electronic Co.,
Ltd.
3. Director, Celeraise Technology Corporation
4. Director, Leadpak Industrial Co., Ltd.
5. Director, Celeraise (Thailand) Co., Ltd.
6. Director, Celeraise Electronic Corporation
During the tenure of
directors, none of the
following events occurred:
1. As stipulated in
Paragraph 3 of Article
26-3 of the Securities
and Exchange Act, not
more than half of the
seats among the
directors are spouses or
relatives within the
second degree of
kinship.
2. No circumstances
specified under Article 30
of the Company Act.
0
Director
Kuei-Yu Chang
Qualifications: Has more than 18 years of work
experience in legal affairs, finance, accounting
and corporate business; is committed to
business operation management, corporate
finance, and accounting affairs; and has
abundant industry experience.
Experience:
1. Audit Personnel, CKH & W CPA Office
2. Finance Manager, Year Jan Industrial Co.,
Ltd.
0
Director
Hsuan-Bin Kuo
Qualifications: Has more than 20 years of work
experience in business, finance, and corporate
business; is specialized in business promotion
and marketing strategy capabilities.
Education and experience:
Graduated from the Department of Electrical
Engineering, National Chiao Tung University
1. Senior
Technician,
International
Telecommunications Bureau, Ministry of
Transportation and Communications
2. Senior Sales Engineer, Taiwan Philips
3. Founder, SupremeElectronics
0
Director
Hung-Liang
Hsieh
Qualifications: Has more than 20 years of work
experience in business, legal affairs, finance
and corporate business; possesses abundant
experience in operations management, risk
management, and industry planning.
Education and experience:
Graduated from Tsinghua University
1. Chairperson, Scientech Corporation
2. Chairperson, Acromass Technologies Inc.
0
  • 13 -
Terms
Name
Professional qualifications and
experience
Status of
independence
Number of
other public
companies
where the
director
concurrently
serves as
independent
director
Director
Hsiu-Li Chen
Qualifications: Has more than 10 years of work
experience in business, finance, accounting,
and corporate business; is specialized in
business operations, financial planning, and
accounting
affairs;
and
has
abundant
experience in industrial planning.
Experience: General Administration Center,
You Ting Enterprise Co., Ltd. / Shipping
Department,Fuji Industries Co., (Taiwan)Ltd.
0
Year Jan
Industrial Co.,
Ltd.
Representative:
Ming-Jie Cheng
Qualifications: Has more than 8 years of work
experience in business, legal affairs, finance,
accounting, or corporate business; graduated
from the University of Florida with a Ph.D. in
electrical engineering; previously Associate
Professor,
Department
of
Information
Engineering, ChungYuanChristianUniversity.
0
Independent
Director
Meng-Chung
Wu
Qualifications: Has more than 20 years of work
experience in business, finance and corporate
business; served as convener of the
Company’s Remuneration Committee; has
work experience in business and crisis
management.
Experience:
1. Chairperson, Qian Yiao Enterprise Co., Ltd.
2. Finance Division, Panasonic Taiwan
3. Director,KuotuMotorCo.,Ltd.
All meet the following
independent evaluation
criteria during the two
years before election and
during terms of office.
1. No circumstances
specified under Article
30 of the Company Act.
2. The director, spouse,
and relatives within the
second degree of
kinship do not serve as
directors or employees
of the Company or its
affiliated companies.
3. The director, spouse, or
relatives within the
second degree of
kinship (or acting in the
name of others) hold no
shares of the Company.
4. Not serving in the
position of director or
employee of a company
that has a specific
relationship with the
Company (Article 3,
Paragraph 1,
Subparagraphs 5-8 of
the Regulations
Governing Appointment
of Independent
Directors and
Compliance Matters for
Public Companies).
No provision of business,
legal,financial,accounting,
0
Independent
Director
Ching-Ju Wu
Qualifications: Has more than 10 years of work
experience in business, finance, accounting,
and corporate business; is specialized in
financial accounting related matters; has
experience
leading
corporate
finance
functions;
and
has
provided
corporate
professional advice.
Education and experience:
Graduated from the Department of Accounting,
Tunghai University
1. CPA Partner, Yujin United Accounting Firm
2. Audit Assistant Manager, Ernst & Young
3.CPA Partner, CKH&WCPAOffice
2
Independent
Director
Chang-Kuo
Feng
Qualifications: Has more than 10 years of work
experience in business, legal affairs and
corporate business; is specialized in legal and
business-related
matters
to
assist
the
Company’s
business
legal
professional
consulting.
Education and experience:
LL.M, National Taiwan University
EMBA, National Taiwan University
LL.M, Northwestern University, USA
1. Partner, Zhong Yin Law Firm
2. Independent Director, GTM Holdings
Corporation
3.Chairperson,Zhongying Consulting Co.,
1
  • 14 -
Terms
Name
Professional qualifications and
experience
Status of
independence
Number of
other public
companies
where the
director
concurrently
serves as
independent
director
Ltd.
4. Chairperson, Haohao Jiao Co., Ltd.
5. Director, Rextek Integration Inc.
6. Corporate Director Representative, Miho
InternationalCosmetic Co.,Ltd.
and other services to the
Company or its affiliates in
the last two years.
Independent
Director
Tine-Shi Keo
(Dismissed
following
election of June
14, 2022)
Qualifications: Has more than 20 years of work
experience in business, finance, accounting,
and corporate business; is specialized in
financial accounting related matters; and has
provided corporate professional advice.
Independent director statement issued with no
circumstances specified under Article 30 of the
Company Act.
1. Passed accountancy exam
2. Passed college entrance examination to
educate administrative staff
Education and experience:
Graduated from the Department of Business
Administration, Tatung Institute of
Technology
1. Accounting Office Head, Ministry of
Education
2.CPA Partner, CKH&WCPAOffice
0
  • 15 -

  • II. Diversity and independence of the Board of Directors:

  • (I) Board diversity:

    • (1) Board of Directors’ membership diversity policy:

      1. To enhance the functions of the Board of Directors as stipulated under Article 20 of the Company’s Corporate Governance Best Practice Principles, the composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company’s business operations, operating dynamics, and development needs. The policy shall include, without being limited to, the following two general standards: (1) Basic conditions and values: Gender, age, nationality, culture, and so on. (2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

      2. Each board member shall have the necessary knowledge, skill, and experience to perform their duties. In order to achieve the ideal goals of corporate governance, the Board of Directors as a whole are required have the following capabilities: (1) Operational judgment ability. (2) Accounting and financial analysis ability. (3) Business management ability. (4) Crisis management ability. (5) Knowledge of the industry. (6) An international market perspective. (7) Leadership ability. (8) Decision-making ability. (9) Sustainable management ability.

    • (2) Specific management objectives for Board of Directors’ membership diversity:

      • The Board of Directors of the Company shall guide the Company’s strategy, supervise management, be responsible to the Company and its shareholders. The various operations and arrangements of its corporate governance system shall ensure that the Board of Directors exercises its functions and powers in accordance with the provisions of laws and regulations, the Company’s Articles of Incorporation, or resolutions of the shareholders’ meeting. Specific management objectives are as follows:

      • The Company’s Board of Directors also pays attention to gender equality among members, and Board membership includes three female directors.

      • The Company’s Board of Directors focuses on operational judgment, operations management, and crisis handling capabilities, and more than two-thirds of directors have relevant core item capabilities.

      • Independent directors shall not serve more than three consecutive terms to maintain their independence. Two independent directors have served for six years and are familiar with the Company’s financial and business operations.

      • Directors’ backgrounds include accounting and industrial operations. Board members have diverse backgrounds in terms of industry, education, and knowledge and can give professional advice from different angles. This is great help to improve the Company’s business performance and management efficiency.

    • (3) Board of Directors’ membership diversity achievement status: There are nine members in the current Board of Directors; among them are three independent directors to ensure the independence of the Board of Directors. There are two directors concurrently serving as employees for a proportion of 22.22%. Moreover, there are three female directors in place to achieve the goal of gender equality. Among the members of the Board of

  • 16 -

Directors, there is one independent director who qualifies as an accountant and specializes in accounting, and one is a lawyer who specializes in the legal profession. The other directors have extensive qualifications in operations management, industry experience, and market strategy, and each has a relevant professional background and the professional knowledge necessary to perform their duties. In terms of core item capabilities, at least one half of members have the ability to carry out relevant business; and the Company focuses on core items such as industry experience, operational judgment, operation management and crisis management. More than 80% of members have these core competencies.

Diversity policy and implementation status

Diversity core
Director name
Diversity core
Director name
Basic composition Basic composition Basic composition Basic composition Basic composition Basic composition Basic composition Industry
experience
Industry
experience
Industry
experience
Professional ability Professional ability Professional ability Professional ability
Nationality Gender Holding employee status Age Tenure of
independent
directors

Electronic components
Information and technology Metals and machinery Finance and accounting Business management Law Risk management
40-50 years old 51-60 years old 61-70 years old 71-80 years old 80 years old and over Under 3 years 6-9 years
Yun-Teng
Chang
Republic
of China
Male v v v v v v v
Hsuan-Bin
Kuo
Republic
of China
Male v v v v v
Hung-Liang
Hsieh
Republic
of China
Male v v v v v v v
Kuei-Yu
Chang
Republic
ofChina
Female v v v v v v v v
Hsiu-Li Chen Republic
of China
Female v v v v
Year Jan
Industrial Co.,
Ltd.
representative:
Ming-Jie
Cheng

Republic
of China
Male v v v v v
Independent
Director
Ching-Ju Wu
Republic
of China
Female v v v v v V v
Independent
Director
Meng-Chung
Wu
Republic
of China
Male v v v v v v v
Independent
Director
Chang-Kuo
Feng
Republic
of China
Male v v v v v v v
  • 17 -

  • (4) Specific management objectives and achievement status of the Board of Directors’ membership diversity policy:

Management objective Achievement status
Directors who concurrently serve as company
managers should not exceed one-third of director
positions
Achieved
Boardmembershipincludes threewomen Achieved
Independent directors shall serve no more than
three consecutive terms
Achieved
Sufficient and diverse professional knowledge and
skills
Achieved
  • (II) Independence of the Board of Directors:

  • (1) There are nine current directors, comprising three independent directors (accounting for 33.33% of seats) and six non-independent directors (accounting for 66.67% of seats). Two directors have employee/manager status (22.22%), constituting less than one-third of all directors. More than half of director seats do not involve relationships of a spouse or relative within the second degree of kinship, in compliance with the provisions of Paragraph 3 and Paragraph 4 of Article 26-3 of the Securities and Exchange Act.

  • (2) The Company established the Audit Committee on June 14, 2022, comprising three independent directors, so that independent directors may exercise their powers objectively. To avoid a reduction in independence due to long-term tenure, the term of office of independent directors shall not exceed three terms.

  • 18 -

(II) Information on the president, vice presidents, associate managers, and supervisors of various departments and branches:

April 15, 2023

Job Title Nationality Name Gender Election
(Appointment)
Date
Number of shares held Number of shares held Number of shares held by
spouse and minor children
Number of shares held by
spouse and minor children

Shares held
in the name of
others

Shares held
in the name of
others
Main Educational and Professional
Background
Positions
Concurrently Held
in Other
Companies
Spouse or relatives within the second
degree of kinship or closer serving as
managerialofficers
Spouse or relatives within the second
degree of kinship or closer serving as
managerialofficers
Spouse or relatives within the second
degree of kinship or closer serving as
managerialofficers
Notes
Number of
shares
Shareholding
ratio
Number of
shares
Shareholding
ratio
Number of
shares

Shareholding
ratio
Job Title Name Relationship
President Republic of
China
Hsiang-
Yu
Wang
Male 2017/08/21 210,000
0.22%

1,974,973

2.06%

0

0.00%

College of Design, Shih Chien University
Manager, Year Jan Industrial Co., Ltd.
Note 1 None None None No such
situation
President of
Business
Group
Republic of
China
Jia-Xian
g Lin
Male 2016/01/26 74,800
0.08%

0

0.00%

0

0.00%

Department of Civil Engineering, Feng
Chia University
Institute of Civil Engineering, New Jersey
Institute of Technology, USA
Vice President, HP
President,Imation Taiwan
None None None None No such
situation
Senior Vice
President
Republic of
China
Yu-Da
Xin
Male 2013/01/01 66,209
0.07%

0

0.00%

0

0.00%

Electronic Engineering Department,
United Technical College
Associate, Zixian Technology
None None None None No such
situation
Vice
President
Republic of
China
Zhi-Xian
Zhu
Male 2013/01/01 70,120
0.07%

0

0.00%

0

0.00%

Electronics and Computer Department,
Chin-Yi University of Technology
Senior Vice
President,
Celeraise
Technology
Corporation
None None None No such
situation
Senior
Associate
Manager
Republic of
China
Lin-Cing
Hu
(Note 3)
Male 2013/12/01 43,200
0.05%

0

0.00%

0

0.00%

Mechanical Engineering Department, Hwa
Hsia Industrial College
Project Manager, NetPro Information
Service Ltd.
ProjectManager,FeyaTechnologies
None None None None No such
situation
Financial
Supervisor
Republic of
China
Wen-Pin
Chen

Male
2011/11/01 30,750
0.03%

0

0.00%

0

0.00%

Department of Accounting, Chinese
Culture University
Auditor, Ernst & Young
Manager, CKH&WCPAOffice
Note 2 None None None No such
situation
Associate
Manager
Republic of
China
Jheng-R
ong
Jhang
Male 2022/03/22 36,150
0.04%

0

0.00%

0

0.00%

CHINA UNIVERSITY OF SCIENCE AND
TECHNOLOGY
Manager,MEC IMEX INC.
Director. CHYAO SHIUNN ELECTRONIC
INDUSTRIAL LTD.
CEOLiangRom IndustrialCo.,Ltd.
None None None None No such
situation
Corporate
Governance
Officer
Republic of
China
Yi-Lun
Pan
Female 2022/05/10 1,000
0.00%

0

0.00%

0

0.00%

Department of Accounting, Chung Yuan
Christian University
Department Manager, Investment
Management Department/Finance
Department, Welltend Technology
None None None None No such
situation

Note 1: Director, Celeraise Electronic Corporation; director, Celeraise (Thailand) Co., Ltd.; director, Jiun Tai Corporation Limited; director, Celeraise Investment Limited; director, Yield Profit International Enterprise Limited; director, Jet Success Technology Development Limited; director, Shenzhen Celeraise Electronic Co., Ltd.; director, Zhan Mao (Huizhou) Electronic. Note 2: Supervisor, Shanghai Celeraise Electronic Co., Ltd.; supervisor, Kunshan Celeraise Electronic Co., Ltd.; supervisor, Shenzhen Celeraise Electronic Co., Ltd.; supervisor, Zhan Mao (Huizhou) Electronic.

Note 3: Resigned on April 30, 2023.

    • 19 - -

III. Remuneration paid to directors, supervisors, the president, and vice presidents in the most recent year (I) Remuneration paid to directors and independent directors

December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand
Title Name Remuneration for Directors Sum of A, B, C, and
D as percentage of
net income after tax
Remuneration from concurrently serving as employee Sum of A, B, C, D, E,
F, and G as
percentage of net
income after tax
Renumeration
received from
investee
companies
outside of
subsidiaries,
or from the
parent
company
Remuneration
(A)

Retirement
pension (B)
Compensation for
directors (C)
Business execution
expenses (D)

Salaries, bonuses,
special
expenditures, etc.
(E)
Retirement pension
(F)
Compensation for employees
(G)
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 in
cash
Amount in
shares
Amount in
cash
Amount in
shares
Chairman Yun-Teng Chang 0 0 0 0 5,150 5,150 220 220 2.92% 2.92% 2,760 9,932 58 58 0 0 0 0 4.45% 8.34% 0
Director Kuei-Yu Chang
Director Hsuan-Bin Kuo
Director Hung-LiangHsieh
Director
(Note1)
Yu-I Ko
Director
(Note 2)
Hsiu-Li Chen
Director
(Note 1)
Shih Chieh Wei
Co., Ltd.
Representative:
De-WeiJi
Director
(Note 1)
Wei Yi Investment
Co., Ltd.
representative:
Ming-Jie Cheng
Director
(Note 2)
Year Jan Industrial
Co., Ltd.
representative:
Ming-Jie Cheng
Independent
Director
Ching-Ju Wu
(Note 2)
180 180 0 0 850 850 85 85 0.61% 0.61% 0 0 0 0 0 0 0 0 0.61% 0.61% 0
Independent
Director
Meng-Chung Wu
Independent
Director
Chang-Kuo Feng
(Note 2)
Independent
Director

Tine-Shi Keo
(Note 1)
  • 20 -

  • Please state the policies, systems, standards and structure of independent directors’ remuneration, and according to the responsibilities, risks, time invested and other factors, describe the relevance to the remuneration amount: Independent directors of the Company perform business according to the scope of their duties, and the standard of remuneration for independent directors considers the time invested and responsibilities of independent directors in the operation of the Company. Outside of receiving transportation reimbursement for each meeting of the Board of Directors, independent directors are given no severance pay and job bonuses. In addition, in accordance with the provisions of Article 27 of the Company’s Articles of Incorporation, the Board of Directors is authorized to pay the remuneration of all directors according to the degree of their participation in the operation of the Company and the value of their contribution, regardless of the operating profit or loss, according to the normal level of the industry.

  • Other than the content revealed in the table above, remuneration received by directors of the Company for their services for all companies in the financial statements in the most recent year (such as serving as an external consultant to the parent company, any company listed in the financial statements, or a reinvested company): No such situation.

Note 1: Dismissed following election on June 14, 2022. Note 2: Took office following election on June 14, 2022.

  • 21 -

Remuneration Scale

Payment to individual Directors
along the payment scale
Name of Director Name of Director Name of Director Name of Director
Sum total of the above 4 items
(A+B+C+D)
Sum total of the above 7 items
(A+B+C+D+E+F+G)
The Company All companies
included in the
financial
statements
The Company All companies
included in the
financial statements
Less than NT$1,000,000 11
Hsuan-Bin Kuo,Hung-Liang
Hsieh, Hsiu-Li Chen,Yu-I
Ko,Tine-Shi Keo,
Meng-Chung Wu, Ching-Ju
Wu, Chang-Kuo Feng,
Wei Yi Investment Co., Ltd.
representative:
Ming-Jie Cheng,
Shih Chieh Wei Co., Ltd.
Representative:
De-Wei Ji
Year Jan Industrial Co., Ltd.
representative:
Ming-Jie Cheng
11
Hsuan-Bin Kuo,Hung-Liang
Hsieh, Hsiu-Li Chen,Yu-I
Ko,Tine-Shi Keo,
Meng-Chung Wu, Ching-Ju
Wu, Chang-Kuo Feng,
Wei Yi Investment Co., Ltd.
representative:
Ming-Jie Cheng,
Shih Chieh Wei Co., Ltd.
Representative:
De-Wei Ji
Year Jan Industrial Co., Ltd.
representative:
Ming-Jie Cheng
11
Hsuan-Bin Kuo,Hung-Liang
Hsieh, Hsiu-Li Chen,Yu-I
Ko,Tine-Shi Keo,
Meng-Chung Wu, Ching-Ju
Wu, Chang-Kuo Feng,
Wei Yi Investment Co., Ltd.
representative:
Ming-Jie Cheng,
Shih Chieh Wei Co., Ltd.
Representative:
De-Wei Ji
Year Jan Industrial Co., Ltd.
representative:
Ming-Jie Cheng
10
Hung-Liang Hsieh, Hsiu-Li
Chen,Yu-I Ko,Tine-Shi Keo,
Meng-Chung Wu, Ching-Ju
Wu, Chang-Kuo Feng,
Wei Yi Investment Co., Ltd.
representative:
Ming-Jie Cheng,
Shih Chieh Wei Co., Ltd.
Representative:
De-Wei Ji
Year Jan Industrial Co., Ltd.
representative:
Ming-Jie Cheng
NT$1,000,000
(inclusive)~NT$2,000,000 (exclusive)
2
Yun-Teng Chang
Kuei-Yu Chang
2
Yun-Teng Chang
Kuei-Yu Chang
NT$2,000,000
(inclusive)~NT$3,500,000 (exclusive)
2
Yun-Teng Chang
Kuei-Yu Chang
1
Hsuan-Bin Kuo
NT$3,500,000
(inclusive)~NT$5,000,000 (exclusive)
NT$5,000,000
(inclusive)~NT$10,000,000 (exclusive)
2
Yun-Teng Chang
Kuei-Yu Chang
NT$10,000,000
(inclusive)~NT$15,000,000 (exclusive
NT$15,000,000
(inclusive)~NT$30,000,000 (exclusive)
NT$30,000,000
(inclusive)~NT$50,000,000 (exclusive)
NT$50,000,000
(inclusive)~NT$100,000,000 (exclusive)
More than NT$100,000,000
Total 13 13 13 13

(II) Remuneration paid to supervisors

The Company’s supervisors were dismissed after the establishment of the Audit Committee on June 14, 2022.

December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand
Job Title Name Remuneration forSupervisors Sum of A, B, and C as
percentage of net
income after tax
Renumeratio
n received
from investee
companies
outside of
subsidiaries,
or from the
parent
company
Remuneration (A) Compensation (B) Business execution
expenses (C)
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
Supervisor C.H.Chen 0 0 200 200 15 15 0.12% 0.12% 0
Supervisor Hsan-AuWu 0 0 200 200 15 15 0.12% 0.12% 0
  • 22 -

(III) Remuneration Paid to the President and Vice Presidents

December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
December 31, 2022/Unit: NT$ thousand

Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D)
Sum of A, B, C, and D as
percentage of net
income aftertax(%)
Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company



The
Company
All
companies
included in
the
financial
statements
The Company
All companies
included in the
financialstatements
The
Company
All
companies
included in
the financial
statements
Amount
in cash
Amount
in shares
Amount in
cash
Amount in
shares
2,676
4,440
674
0
674
0
4.96%
7.63%
None
Job Title Name Salary (A) Retirement pension (B)
Bonuses, special
expenditures, etc. (C)
Employee compensation amount (D) Sum of A, B, C, and D as
percentage of net
income aftertax(%)

Renumeratio
n received
from
investee
companies
outside of
subsidiaries,
or from the
parent
company
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
financialstatements
The
Company
All
companies
included in
the financial
statements


Amount
in cash
Amount
in shares

Amount in
cash

Amount in
shares
President Hsiang-Yu
Wang
5,493 8,549 292
(Note 1)
387
(Note 1)
2,676 4,440 674 0 674 0 4.96% 7.63% None
President of
Business Group
Jia-Xiang
Lin
Senior Vice
President
Yu-Da Xin
Senior Vice
President
Guan-Yu
Lin
(Note2)
Vice President Zhi-Xian
Zhu

Note 1: Classified under appropriation of retirement pensions in 2022. Note 2: Resigned on April 30, 2022

  • 23 -

Remuneration Scale

Remuneration to individual President and
Vice Presidents along the payment scale
Names of President and Vice Presidents Names of President and Vice Presidents
The Company All companies included in the
financial statements
Less than NT$1,000,000 2
Guan-Yu Lin, Zhi-Xian Zhu
1
Guan-Yu Lin
NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) 1
Hsiang-Yu Wang
0
NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) 1
Yu-Da Xin
3
Hsiang-Yu Wang, Yu-Da Xin, Zhi-Xian Zhu
NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) 1
Jia-XiangLin
1
Jia-XiangLin
NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive)
NT$10,000,000 (inclusive)~NT$15,000,000
(exclusive
NT$15,000,000 (inclusive)~NT$30,000,000
(exclusive)
NT$30,000,000 (inclusive)~NT$50,000,000
(exclusive)
NT$50,000,000 (inclusive)~NT$100,000,000
(exclusive)
More than NT$100,000,000
Total 5 5
  • (IV) Individual disclosure of top five executives with the highest remuneration: Not applicable.

  • (V) Names of managerial officers entitled to employee compensation and amounts entitled

December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand December 31, 2022/Unit: NT$ thousand
Title Name (Note 1) Amount in
shares
(Note 1)
Amount in
cash
(Note 1)
Total As
percentage of
net income
aftertax(%)
Managers President Hsiang-YuWang 0 958 958 0.52%
President of
Business Group
Jia-Xiang Lin
Senior Vice
President
Yu-Da Xin
Senior Vice
President
Guan-Yu Lin
(Note2)
VicePresident Zhi-Xian Zhu
Senior Associate
Manager
Lin-Cing Hu
(Note 3)
Financial
Supervisor
Wen-Pin Chen
Associate Manager Jheng-Rong
Jhang
Corporate
Governance Officer
Yi-Lun Pan

Note 1: Employee compensation for 2022 is estimated based on the proportion of employee

  • 24 -

compensation paid in 2021. Net income after tax refers to the net income after tax in the parent company only or individual financial statements in the most recent year. Note 2: Resigned on April 30, 2022. Note 3: Resigned on April 30, 2023.

  • (VI) Separate comparison and explanation of the ratios of remuneration payment to directors, supervisors, the president and vice presidents of the Company and of all companies in the consolidated financial statements to the net income after tax in the parent company only or individual financial statements in the last two years, and an explanation of the correlation between the policies, standards, and combinations of payment, procedures for determination of remuneration, business performance and future risks.

  • Total remuneration in proportion to net income in the last two years:

Item Total remuneration inproportion to net income(%) Total remuneration inproportion to net income(%) Total remuneration inproportion to net income(%) Total remuneration inproportion to net income(%)
2022 2021
The Company All companies
included in the
financialstatements
The ompany All companies
included in the
financialstatements
Directors(including
Independent
Directors)
5.06 8.95 5.37 10.32
Supervisor 0.24 0.24 0.46 0.46
President and Vice
Presidents
4.96 7.63 7.75 11.37
  1. Policies, standards, and combinations for remuneration:

  2. (1) Remuneration for directors (including independent directors): In accordance with the Company’s “Measures for Remuneration of Directors and Managers”, the Company must pay fixed monthly remuneration, and the Board of Directors may, in accordance with the degree of participation in the Company’s operations and the value of its contribution, report to the Remuneration Committee for adjustment. Travel expenses for each meeting of the Board of Directors are NT$5,000. Director compensation is stipulated in the Articles of Incorporation. If the Company makes profits for the year, no more than 3% may be appropriated as compensation by a resolution of the Board of Directors, giving reasonable remuneration based on the Company’s “Remuneration Distribution Policy for Directors and Supervisors” and the relevant results of director performance evaluations.

  3. (2) Managers: Fixed remuneration is to be paid in accordance with the standard of industry peers and the Company’s internal salary regulations. Adjustments are made based on individual performance and contributions to the Company’s overall operations, positions held, and responsibilities and risks assumed. In addition to referring to the Company’s overall operating plan, bonus distribution shall be made in accordance with the Company’s “Performance Management Measures” and “Measures for Remuneration of Directors and Managers”, consideration shall be given to annual operating performance and individual work performance. Furthermore, if the Company makes a profit in the year, an amount not higher than 10% shall be allocated for participation in annual (once per year) employee compensation distribution.

  4. 25 -

  5. Correlation between determination of remuneration, business performance, and future risks:

  6. (1) Procedures for determining remuneration: Performance indicators shall first be set for the current year and re-implementing annual performance appraisals (twice a year); after remuneration amounts are approved, they shall be sent to the Remuneration Committee for review and issued after discussion and approval by the Board of Directors.

  7. (2) Correlation with business performance and future risks: Distributions of performance bonuses and employee compensation are based on the Company’s revenue and profit status and issued in accordance with each unit and individual performance evaluation.

  8. (3) Remuneration considerations for the Company’s directors (including independent directors) and its managers include personal professional ability, the practice of the Company’s core values, operational management ability, financial and business performance indicators, continuous education and participation in sustainable management; measure operational engagement and other exceptional contributions or material adverse events; and incorporate performance appraisals and salary distributions.

  9. (4) In the Company’s remuneration policy, the main consideration is the overall operating conditions of the Company. Furthermore, review is made of future operational risks and of environmental protection and corporate social responsibility at all times, referring to industry salary standards to review the remuneration system in a timely manner and strike a balance between sustainable operations and risk control.

  10. 26 -

IV. Corporate governance status:

(I) Information on the operation and execution of the Board of Directors:

The Board of Directors met a total of 7 times in 2022 (A) and director attendance was as follows:

Title Name Number of
actual
attendances
(in
non-voting
capacity) (B)
Frequency
of
attendance
Actual
attendance (in
non-voting
capacity) rate
(%) (B/A)

Notes
Chairman Yun-Teng
Chang
7 0 【7/7】100% Continuing term
2022/6/14
Director Kuei-Yu Chang 7 0 【7/7】100% Continuing term
2022/6/14
Director Hsuan-Bin Kuo 7 0 【7/7】100% Continuing term
2022/6/14
Director Hung-Liang
Hsieh
6 1 【6/7】86% Continuing term
2022/6/14
Director Yu-I Ko 3 0 【3/3】100% Dismissed
2022/6/14
Director Wei Yi
Investment Co.,
Ltd.
Representative:
Ming-Jie Cheng
3 0 【3/3】100% Dismissed
2022/6/14
Director Shih Chieh Wei
Co., Ltd.
Representative:
Te-WeiChi
3 0 【3/3】100% Dismissed
2022/6/14
Director Year Jan
Industrial Co.,
Ltd.
Representative:
Ming-Jie Cheng
3 1 【3/4】75% New term
2022/6/14
Director Hsiu-Li Chen 4 0 【4/4】100% New term
2022/6/14
Independent
Director
Tine-Shi Keo 2 1 【2/3】67% Dismissed
2022/6/14
Independent
Director
Meng-Chung
Wu
7 0 【7/7】100% Continuing term
2022/6/14
Independent
Director
Ching-Ju Wu 4 0 【4/4】100% New term
2022/6/14
Independent
Director
Chang-Kuo
Feng
3 1 【3/4】75% New term
2022/6/14
  • 27 -
Date Period Motion content Opinions of
all
independent
directors
The Company’s
handling of the
opinions of the
independent
directors
2022.01.18 2022
1st Meeting
Approved the 2021 director and manager
bonus distribution
No opinion Not applicable
2022.03.22 2022
2nd Meeting
1. Approved the Company’s 2021 business
report and financial statements
2. Approved the application for a working
capital loan from CTBC Bank and the
provision of joint and several guarantees
for affiliated companies
3. Approved the 2021 Internal Control
System Statement
4. Approved the Company’s capitalization
of retained earnings to increase capital
and issue new shares
5. Approved
the
amendment
of
the
“Company’s Articles of Incorporation”
6. Approved
the
amendment
of
the
Company’s “Measures for Loans and
Endorsements/Guarantees”
7. Approved
the
amendment
of
the
Company’s “Measures for Acquiring or
Disposing of Assets”
8. Approved the Company’s 2021 employee
remuneration, distribution of directors’
and
supervisors’
remuneration,
new
manager positions, and changes in
remuneration















No opinion
Not applicable
2022.05.10 2022
3rd Meeting
1. Approved the application for a working
capital loan from the Shipai Branch of
First Commercial Bank and the provision
of joint and several guarantees for
affiliated companies
2. Approved the appointment of a Corporate
Governance Officer





No opinion
Not applicable
2022.08.09 2022
5th Meeting
1. Approved
the
financial
statements
audited by CPAs for the second quarter of
2022
2. Approved
the
amendment
of
the
Company’s
“Regulations
Governing
Establishment
of
Internal
Control
Systems”





No opinion
Not applicable
  • 28 -
1. Approved
the
establishment
of the
“Measures for Remuneration of Directors
and Managers” by the Remuneration
2022.08.18 6th 2022
Meeting
2.
Committee of the Company
Approved
the
review
of
employee

No opinion
Not applicable
remuneration distribution for managers in
2021 by the Remuneration Committee of
the Company
2022.11.08 7th 2022
Meeting
1.
Approved financial statements audited by
CPAs for the third quarter of 2022.

No opinion
Not applicable
(II) Further to the aforementioned matters, any adverse opinion or qualified opinion of
the independent directors against the resolutions of the Board of Directors that
have been noted in the record or declared in writing: None.
II. For recusal of directors from motions due to conflicts of interest, specify the names of
the directors, the content of the motions, the reasons for recusal, and the participation
in voting:
Meeting
Director
name
Proposal
Reason for

Participation in
date content
recusal
voting
Ching-Ju
The Company’s
Each
With the exception
Wu Remuneration
independent
of the three
Meng-Chu
Committee’s
director shall
independent
ng Wu review of the
recuse
directors recusing
2022.8.18
Chang-Kuo
Feng
remuneration of
independent
themselves
for issues of
themselves due to
self-interest, the
directors.
their own
remaining directors
remuneration. passed the
proposal without
objection.
III. Information on the evaluation cycle and period, evaluation scope, method and
evaluation content of the Board of Director’s self (or peer) assessment that should be
disclosed by TWSE/TPEx listed companies:
Implementation status of the Board of Directors’ evaluation:
Evaluation
cycle
Evaluation
period
Evaluation
scope
Evaluation
method
Evaluation content
1. Degree of participation
in the Company’s
operation
2. Improvement in the
Implemented
once per
year
January 1, 2022
to December
31, 2022
Board of
Directors
Board of Directors
internal
self-assessment
quality of board
decisions
3. Board composition and
structure
4. Selection and
continuous education of
directors
  • 29 -
5. Internal control
Individual
director
members
Board of Directors
Member
self-assessment
1. Mastery of the
Company’s goals and
tasks
2. Awareness of directors’
responsibilities
3. Degree of participation
in the Company’s
operation
4. Internal relationship
management and
communication
5. Directors’ professional
and continuous
education
6. Internal control
January 1, 2022
to December
31, 2022
Functional
Committees
Remuneration
Committee
internal
self-assessment
1. Degree of participation
in the Company’s
operation
2. Recognition of
functional committee
responsibilities
3. Quality of decisions
made by the functional
committee
4. Functional committee
composition and
member selection
5. Internal control
June 14, 2022
to December
31, 2022
Audit Committee
internal
self-assessment

At the end of each year, the Company’s Chairperson’s Office collects information related to the activities of the “Board of Directors and distributes the Self-Evaluation Questionnaire for Performance Appraisals of the Board of Directors the Remuneration Committee, and the Audit Committee” as well as the “Board Member (Self) Performance Appraisal Self-Evaluation Questionnaire” to be filled in. Finally, after the data is collected by the coordinating executive unit, a report is made of the evaluation results and the report is submitted to the Board of Directors as the basis for review and improvement. Performance evaluation results should be used as reference for selecting or nominating directors, while the performance evaluation results of individual directors are used as reference for determining their individual remuneration. The 2022 self-evaluations of the performance of the Board of Directors, individual directors, and functional committees were reported to the Board of Directors on January 10, 2023, and announcement of the results of the self-evaluations was made on the Company’s website: http://www.welltend.com.tw/information.php?#slide-sec-5. The average performance evaluation of the Board of Directors, board members, and functional committees is above 95%, showing that overall operations are good.

IV. Evaluation of targets for strengthening of the functions of the Board of Directors during

  • 30 -

the current and immediately preceding fiscal years (e.g. setting up an Audit Committee, enhancing information transparency, etc.), and assessment of the implementation:

  1. The Company’s Board of Directors operates in accordance with the rules of the Board of Directors. In addition to providing regulations related to directors at any time, reports are made of the current state of the Company’s business at the meeting of the Board of Directors to keep the directors informed, and materials related to proposals are prepared for examination and inquiry. There are three independent directors, all of whom draw on their professional ability to provide good advice to the Board of Directors in respect to the Company’s business, finances, and other related proposals.

  2. The Company regularly arranges for each director to take at least six hours of relevant courses every year in order to maintain its core values and professional advantages and capabilities.

  3. The Company upholds transparency of operations. The Company’s website has areas for “Investor Information”, “Corporate Governance”, “Financial Information”, and “Stakeholders”. Important information of the Board of Directors that needs to be announced in accordance with regulations has been disclosed on the Market Observation Post System. Furthermore, a spokesperson system has been established to ensure that all important information can be disclosed in a timely and appropriate manner.

  4. The Company regularly procures liability insurance for all directors and supervisors every year to reduce and disperse the risk of significant damage to the Company and shareholders caused by mistakes or omissions by directors, and reports to the next Board of Directors’ meeting after the insurance is purchased.

  5. Re-elections were held at the Company’s shareholders’ meeting on June 14, 2022, and an Audit Committee was set up to replace supervisors.

  6. After the meeting of the Board of Directors, the Company posts the important resolutions on the Market Observation Post System or the Company’s website to ensure that all information disclosed is accurate and timely and to safeguard the rights and interests of shareholders. Furthermore, we regularly hold institutional investor conferences to improve investors’ understanding of the Company.

  7. 31 -

(II) Operation of the Audit Committee:

A total of 2 meetings of the Audit Committee were held in 2022 (A). The attendance of independent directors was as follows:

Job title Name Actual
number of
attendances
(B)
Frequency of
attendance
Actual
attendance rate
(%)
(B/A)(Note 1,
Note2)
Notes
Independent
Director
Ching-Ju
Wu
2 0 100% Convener
Independent
Director
Meng-Ch
ungWu
2 0 100% -
Independent
Director
Chang-K
uoFeng
1 1 50% -
Other matters to be recorded:
I. If any of the following circumstances arises in the operation of the Audit Committee, the
meeting date, period, motion content, and any objections of independent directors
should be stated, as well as contents of reserved opinions or major recommendations,
the results of the Audit Committee’s resolutions, and the Company’s handling of the
Audit Committee’s opinions.
(I)Matters listed in Article 14-5 of the Securities and Exchange Act.
Audit
Committee
date/session
Motion content
Resolution
result
The
Company’s
handling of
the Audit
Committee’s
opinions
2022.08.09
1st meeting of
the 1st term
1. Reviewed the Company’s
consolidated financial statements
for the second quarter of 2022.
2. Reviewed the amendment of the
Company’s “Regulations
Governing Establishment of
Internal Control Systems”.
3. Reviewed the application for a
working capital loan with the
Tienmu Branch of Mega
Commercial Bank.
Approved
by all
members
present
Approved by
all directors
present
2022.11.08
2nd meeting of
the 1st term
1. Reviewed the Company’s
consolidated financial statements
for the third quarter of 2022.
2. Reviewed the submission of the
Company’s 2023 annual audit plan.
Approved
by all
members
present
Approved by
all directors
present
(II) Further to the aforementioned matters, motions rejected by the Auditing Committee
but passed by the Board of Directors with the consent of more than two-thirds of the
directors: None.
II.
Implementationstatus of independent directors’ recusals due to conflicts of interest,
  • 32 -

including the name of the independent director, content of the proposal, reasons for recusal, and voting status: No such situation.

  • III. The communication between the independent directors and the Chief Internal Auditor and CPAs (should include the materiality, means, and result of communication of the financial position and operation of the Company). (I) Independent directors on the implementation and effectiveness of internal audit matters: Communication is good and independent directors have no other opinions.
Date Communication focus Communic
ation result
2022.03.22 1. Report on the implementation of internal audit
matters from the fourth quarter of 2021 to January
2022
2. 2021 “InternalControlSystemStatement”
No
objections
2022.05.10 Report on the implementation of internal audit
matters from February to March 2022
No
objections
2022.08.09 Report on the implementation of internal audit
mattersfrom Aprilto June2022
No
objections
2022.11.08 1. Report on the implementation of internal audit
matters from July to September 2022
2. 2023 Audit Plan
No
objections

(II) Independent directors communicate well with the Chief Internal Auditor and CPAs. Independent directors have no other opinions.

Communication focus Communic
ation result
Communication item:
1. Independence
2. Responsibility of audit personnel for auditing
interim financial reports
3. Audit scope and audit findings
4. Annual audit plan
5. Reminders and suggestions
6. Important accounting standards or explanation
letters, securities management laws, and
updates to tax laws and regulations
7. Audit qualityindex
No
objections
  • 33 -

(III) Participation of supervisors in the operation of the Board of Directors:

The Board of Directors met a total of 3 times in 2022 (A) and supervisor attendance was as follows:

Job Title Name Number of actual
attendances (B)
Actual
attendance rate
(%) (B/A)
Notes
Supervisor C.H. Chen 3 100% Dismissed
following
shareholders’
meeting election
ofJune14,2022.
Supervisor Hsan-Au
Wu
3 100%
Other matters to be recorded: None
I.
Composition and duties of supervisors:
(I)
Communication
between
supervisors
and
company
employees
and
shareholders:
For a meeting of the Board of Directors of the Company, a notice of the meeting
is issued to invite supervisors to attend as observers to understand the
Company’s operational status and track the Company’s internal control and
audit. Communication channels may be established with the audit supervisor
and the chairperson of the Board of Directors; and, if necessary, supervisors can
communicate with the Company’s managers to understand the Company’s
current operating conditions.
(II) Communication
between
supervisors,
internal
audit
supervisors,
and
accountants:
1. For internal auditors, in addition to conducting internal audit reports for each
meeting of the Board of Directors, monthly audit reports are regularly
submitted to the supervisors for review after completion of audit projects.
After reviewing the audit report for the current year, supervisors did not raise
any objections. Communication is optimal and communication can be made
directly with the audit supervisor.
2. The Company’s supervisors communicate with the internal audit supervisor
and accountants if necessary, and can arrange various business information
communication and discussion in the form of meetings or in written form, and
the implementation is optimal.
II. If supervisors have attended the Board of Directors’ meeting and stated their
opinions, the date and period of the Board of Directors’ meeting, the content of the
proposals, and the conclusion of the Board of Directors should be stated, as well
as the Company’s handling of the opinions expressed by supervisors: No such
situation.
  • 34 -

(III) Status of corporate governance and deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies and causes thereof

Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
I.
Has the Company prepared
and disclosed the “Corporate
Governance Best Practice
Principles” in accordance with
the Corporate Governance
Best-Practice Principles for
TWSE/GTSM Listed
Companies?

V
The Company has established “Corporate Governance Best Practice Principles”,
“Ethical Corporate Management Best Practice Principles”, and “Code of Ethical
Conduct”, and has a sound internal control system and a range of management
methods. Furthermore, we refer to relevant laws and regulations to meet the
requirements of the Corporate Governance Best-Practice Principles for
TWSE/TPEX Listed Companies, and this is disclosed on the Company’s website
and the Market Observation Post System:
http://www.welltend.com.tw/information.php?#slide-sec-5






No significant
deviation
II.
Shareholding Structure and
Shareholders’ Equity
(I)Does the Company have
internal operating
procedures in place to deal
with shareholder
recommendations, doubts,
disputes and litigation
matters according to the
procedures?
(II)Does the Company have a
list of the major
shareholders who actually
control the Company, and
the ultimate controllers of
V
V
(I) The Company has a spokesperson, a deputy spokesperson, and a stock
affairs unit to handle and respond appropriately to shareholder suggestions,
concerns, disputes and other related matters; and in accordance with the
nature and manner of shareholders’ inquiries, we respond in writing, by email
or by telephone. In addition, a Stakeholder Area has been set up on the
Company’s website and there is a shareholder contact window for
shareholders/investors to submit suggestions or questions.
(II) The Company can gain a timely grasp on the list of major shareholders and
ultimate controllers, and entrusts a professional stock affairs agency to assist
in handling stock affairs related matters. Directors and major shareholders
report their shareholdings on a monthly basis in accordance with regulations.









No significant
deviation
  • 35 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
the major shareholders?
(III)Has the Company
established and
implemented risk
management, control and
prevention mechanisms for
affiliated companies?
(IV)Has the Company
established internal
regulations that prohibit
insiders from using
unpublished information in
the market to buy and sell
securities?
V
V
(III) The Company and affiliated companies operate independently and in
accordance with the Company’s internal control and provisions of the
“Measures for Management of Financial Business Operations among
Associated Enterprises”. Furthermore, they implement the same auditing
system and methods as the Company and keep abreast of the latest laws
and regulations and Group control systems.
(IV) The Company’s employees, managers and directors, etc. comply with the
provisions of the Securities Exchange Act. In addition, the Company has also
formulated “Management Procedures for the Prevention of Insider Trading”,
“Material Information Handling Procedures”, “Code of Ethical Conduct”,
“Procedures for Ethical Management and Guidelines for Conduct”, and other
specifications. Relevant personnel are prohibited from using unpublished
information they have learned to engage in insider trading, nor can they
divulge it to others, in order to prevent others from using the undisclosed
information to engage in insider trading. Moreover, the Company also
promotes information awareness of relevant laws and regulations for the
benefit of directors and managers from time to time; and it provides legal
advocacy tonewdirectors andmanagersfromtime to time.















III. Composition and Duties of
the Board of Directors
(I)Has the Board of Directors
formulated a diversity policy
and specific management
objectives, and
V (I) Pursuant to Article 20 of the Company’s “Corporate Governance Best Practice
Principles”, to achieve the specific management objectives of corporate
governance, the Board of Directors as a whole should have the following
capabilities:



No major
deviation.
  • 36 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
implemented them? Risk management
V
V
V
V
Diversity core
Director
name
Basic composition Industry experience Profess ional ability
Nationality Gender Holding employee status Age Tenure
of
independent
directors

Electronic components
Information and technology Metals and machinery Finance and accounting Business management Law Risk management
40-50 years old 51-60 years old 61-70 years old 71-80 years old 80 years old and
over
Under 3 years 6-9 years
Yun-Teng
Chang
Republic of
China

Male
V V V V V V V
Hsuan-Bin Kuo Republic of
China

Male
V V V V V
Hung-Liang
Hsieh
Republic of
China

Male
V V V V V V V
Kuei-Yu Chang Republic of
China

Female
V V V V V V V V
Hsiu-Li Chen Republic of
China

Female
V V V V
Year
Jan
Industrial Co.,
Ltd.
representative:
Ming-Jie
Cheng


Republic of
China

Male
V V V V V
  • 37 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
nal ability
Law
Risk management
V
V
V
V
V
V


Diversity core
Director
name
Ba sic composition Industry experience P rofessio nal ability
Nationality Gender Holding employee status Age Tenure of
independent
directors
Electronic components Information and technology Metals and machinery Finance and accounting Business management Law Risk management
40-50 years old 51-60 years old 61-70 years old 71-80 years old 80 years old and
over
Under 3 years 6-9 years
Independent
Director
Ching-Ju Wu
Republic
of China
Female V V V V V V V V
Independent
Director
Meng-Chung Wu
Republic
of China
Male V V V V V V V V
Independent
Director
Chang-Kuo Feng

Republic
of China
Male V V V V V V V V
Diversity policy, specific management objectives, and implementation status:
(1) The Company adopts a “Candidate Nomination System”. All directors
(including independent directors) candidates are nominated and qualified and
are approved by the Board of Directors for submission to the shareholders’
meeting for election.
  • 38 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
(2) In terms of the Company’s business development scale and its major
shareholders’ shareholdings, and measuring its practical operational needs,
nine director seats have been established. Among the current nine directors,
directors with employee roles account for about 33% and independent
directors account for about 33%; there are also three female directors. After
re-election of the three independent directors, the average tenure is three
years.
(3) Among the Company’s directors, there are three individuals aged 40-49,
three individuals aged 60-69, and three individuals aged 70-79 and above.
Director background diversity: In addition to the three directors who actually
participate in the operation of the Company, the remaining directors (including
independent directors) are external professionals. Among them, there are two
with business management backgrounds, one with a professional technical
background, one with an accountancy background, one with a background in
law, and one with industry research expertise.












  • 39 -
Evaluation item Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
(4)
(5)
In order to enable the Board of Directors to achieve the aforementioned goals
and enhance their effectiveness, the Company has a diversity policy for board
members. The composition of board members should consider diversity. The
number of directors who concurrently serve as company managers shall not
exceed one-third of the directors, and the Company shall formulate
appropriate diversity policies based on its own operations, business models,
and development needs. It is advisable that it include, without being limited to,
the following two general standards: 1. Basic
conditions
and
values:
Gender, age, nationality, culture, and so on; and 2.
Professional
knowledge and skills: A professional background (e.g., law, accounting,
industry, finance, marketing, technology), professional skills, and industry
experience.
Physical management objectives and implementation status:
Management objective
Achievement status
Directors who concurrently serve as company
managers should not exceed one-third of director
positions
Achieved
Board membership includes three women
Achieved
Independent directors shall serve no more than
three consecutive terms
Achieved
Sufficient and diverse professional knowledge and
skills
Achieved









Management objective Achievement status
Directors who concurrently serve as company
managers should not exceed one-third of director
positions
Achieved
Board membership includes three women Achieved
Independent directors shall serve no more than
three consecutive terms
Achieved
Sufficient and diverse professional knowledge and
skills
Achieved
  • 40 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
(II) Has the Company voluntarily
set up other functional committees
other than the Remuneration
Committee and the Audit
Committee according to law?
(III) Does the Company formulate
the Board’s performance
assessment and evaluation
method, conduct performance
evaluation annually and regularly,
and report the results of the
performance evaluation to the
board of directors, and apply it to
individual directors’ remuneration
and nomination renewal?


V
V

















In the future, it will
be planned and set
in accordance with
operational needs.
No major
deviation.
(II) The Company has set up a Remuneration Committee and an Audit Committee
in accordance with the law, and will set up other functional committees in the
future depending on operational needs.
(III) The Company has established the “Board of Directors Performance
Evaluation Measures” and conducts a board performance evaluation at the
end of each year. The 2022 evaluation assignment was completed and
reported to the Board of Directors on January 10, 2023, and the performance
evaluation results all exceeded the standard. The performance evaluation
results will be used as a reference when selecting or nominating directors,
and the performance evaluation results of individual directors are linked with
the Company’s operating performance and used as a reference for individual
salaries.
In addition, for the performance of members of the Board of Directors, the
chairperson evaluates the Company’s performance based on the “Measures
for Remuneration of Directors and Managers” and with reference to the
individual contributions to Company’s performance, and sends it to the
Remuneration Committee for review. The performance of the Board of
Directors will depend on the Company’s operating conditions, future business
risks and development trends of the industry, and director remuneration is
appropriated in accordance with the provisions of the Articles of
Incorporation.
  • 41 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
(IV) Does the Company assess
the independence of CPAs
on an annual basis?
V (IV) The Company regularly refers to Audit Quality Indicators (AQI) each year to
evaluate the independence and appropriateness of CPAs, checking and
evaluating that the results of each project are in line with independence and
appropriateness. Furthermore, a Declaration of Detached Independence is
obtained, whose statements include material financial interests, positions
held, close business relationships, maintenance of an objective position,
avoidance of providing non-audit services that may affect detached
independence, and other matters. It has also been confirmed that there is no
matter affecting the independence of CPAs. The appointment of CPAs and
evaluation results for 2023 were reported to the Board of Directors on March
23, 2023.
The Company’s evaluation of the independence and appropriateness of
accountants is as follows:
Item
Accountant
self-evaluation
1. As of the most recent attestation work, no
replacements have been made for 7 years.
■Yes□No
2. There is no relationship of material financial interest
with the client.
■Yes□No
3. Any inappropriate relationship with the client has been
avoided.
■Yes□No
4. The accountant shall ensure the honesty, impartiality,
and independence of its assistants.
■Yes□No
5. Financial statements of the service organization shall
not be audited for attestation within 2 years prior to the
practice.
■Yes□No










No significant
deviation
  • 42 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
6. The name of the accountant shall not be used by
others.
■Yes□No
7. Shares are not held in the Company or in affiliated
enterprises.
■Yes□No
8. No loans of funds have been made with the Company
or its affiliated enterprises.
■Yes□No
9. No joint investment or interest-sharing relationship has
been undertaken with the Company or its affiliated
enterprises.

■Yes□No
10. No concurrent regular work with receipt of a fixed
salary has been undertaken with the Company or its
affiliated enterprises.
■Yes□No
■Yes□No
11. There is no involvement with the management
functions related to decision-making for the Company
or its affiliated enterprises.
12. No concurrent engagement in other businesses that
may be subject to a loss of independence.
■Yes□No
13. No relationship with management personnel of the
Company as a spouse, direct blood relative or
immediate in-law, or collateral blood relative within the
second degree of kinship.
■Yes□No
14. No charging of business-related commissions. ■Yes□No
15. Not subject to disciplinary action or damage to the
principle of independence as of this time.
■Yes□No
  • 43 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
2. Explanation of Audit Quality Indicator (AQI) dimensions:
Dimension 1: Professionalism
Item
Indicator 1-1
Audit
experience
Audit experience of Accountant Hsin
Yu-Ting
Audit experience of Accountant Chu
Yao-Chun
Audit experience as an Engagement
Quality Control Review (EQCR)
accountant
Audit experience of the audit personnel
on the audit team (excluding
accountants) at the management level
and above
2021
Attestation service
was performed for
the first time in the
fourth quarter of
2022
16 years
17 years
14.7 years
Item 2021
Indicator 1-1
Audit
experience
Audit experience of Accountant Hsin
Yu-Ting
Attestation service
was performed for
the first time in the
fourth quarter of
2022
Audit experience of Accountant Chu
Yao-Chun
16 years
Audit experience as an Engagement
Quality Control Review (EQCR)
accountant
17 years
Audit experience of the audit personnel
on the audit team (excluding
accountants) at the management level
and above
14.7 years
  • 44 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Item 2021 Industry
average
Indicator 1-2
Training hours
(firm level)
CPA training hours 101.7
hours
93.4 hours
Training hours of audit personnel
(excluding accountants) at the
management level and above
84.1 hours 89.1 hours
Indicator 1-3
Turnover rate
(firm level)
Turnover rate of audit personnel
(excluding accountants) at the
management level and above
17.0% 17.4%
Indicator 1-4
Professional
support (firm
level)
Proportion of professionals
supporting the Audit Department
during audits
7.1% 5.4%
Proportion of professional case
hours dedicated to listed
companies
9.9% 6.5%
  • 45 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Dimension 2: Quality control
Item 2021 Industry
average
Indicator
2-1
Accountant
workload
(case level).
Number of public companies for
which Accountant Yu-Ting Hsin
acts as the main signatory
Attestation
service
performed for
the first time in
the fourth
quarter of 2022
7
companies
54.7%
Available working hours of
Accountant Yu-Ting Hsin
Number of public companies for
which Accountant Yao-Chun
Chu acts as the main signatory
9 companies
Available working hours of
Accountant Yao-Chun Chu
54.4%
Item Proportion
of audit
hours
2021 Audits ( case level) 2021 Audits (industry average)
Accountant Manage-
ment
Audit
personnel
Total Accountant Manage-
ment
Audit
personnel
Total
Indicator
2-2
Audit
input
Planning
phase
1.1% 7.1% 20.6% 28.8% 2.3% 5.0% 23.5% 30.8%
Execution
phase
2.1% 20.1% 49% 71.2% 4.8% 12.7% 51.7% 69.2%
Total 3.2% 27.2% 69.6% 100% 7.1% 17.7% 75.2% 100%
  • 46 -
Evaluation item Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Item 2021
Audits
(industry
average)
Indicator 2-3
Engagement
Quality Control
Review (EQCR)
(case level)
Ratio of EQCR accountant
review hours
0.6% 1.26%
Indicator 2-4
Quality control
support capability
(firm level)
Number of people working as
quality control personnel
equivalent to full-time
35.1 47.4
Proportion of quality control
personnel supporting the Audit
Department
2.5% 3.0%
Dimension 3: Independence 2021
10.3%
10
yeasrs
Item 2021
Indicator 3-1 Non-audit service
fees (caselevel)
Proportion of non-audit service fees
inaudit cases
10.3%
Indicator 3-2 Familiarity with
customers (case level)
Cumulative number of years of
auditing cases in the firm’s annual
financialstatements
10
yeasrs
  • 47 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description

Dimension 4: Supervision
Indicator 4-1 Absence of external inspections and sanctions (firm level)
Item
2020
2017
2014
Financial Supervisory Commission firm inspection
Number of quality control
deficiencies
1
2
2
Industry range (lowest to highest)
0~4
1~2
0~4
Note: In response to the investigation of deficiencies by the competent
authorities, the firm has specifically analyzed the causes of deficiencies
and strengthened the formulation of improvement measures while
simultaneously strengthening advocacy and control. Based on the results
of the examinations during the above years, no repeated inspection has
occurred.
Disciplinary actions and sanctions
2021
2020
2019
2018
2017
The number of cases of disciplinary
actions for accountants and the
number of cases classified under
Article 37 of the Securities and
ExchangeAct
0
0
2
1
0
Disciplinary actions and sanctions 2021 2020 2019 2018 2017
The number of cases of disciplinary
actions for accountants and the
number of cases classified under
Article 37 of the Securities and
ExchangeAct
0 0 2 1 0
  • 48 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Indicator 4-2 Issuance of improvement letters by the competent authority (case
level)
Ratio of deficiency improvement
letters issued by the competent
authority
2021
2020
2019
Lead signing accountant
(number of letters/average
number of listed firms attested)
Attestation service was performed for the
first time in the fourth quarter of 2022
Deputy signing accountant
(number of letters/average
number of listed firms attested)
0.0%
0.0%
0.0%
(0/13)
(0/10)
(0/7)
Industry range (lowest to
highest)
0%~0.59%
0.25%~1.20%
0.30%~1.20%
Ratio of deficiency improvement
letters issued by the competent
authority
2021 2020 2019
Lead signing accountant
(number of letters/average
number of listed firms attested)
Attestation service was performed for the
first time in the fourth quarter of 2022
Deputy signing accountant
(number of letters/average
number of listed firms attested)
0.0% 0.0% 0.0%
(0/13) (0/10) (0/7)
Industry range (lowest to
highest)
0%~0.59% 0.25%~1.20% 0.30%~1.20%
IV. Is the TWSE/TPEX listed
company equipped with
qualified and an appropriate
number of corporate
governance personnel, and
does it appoint a corporate
governance officer
responsible for corporate
governance related matters
(including but not limited to
providinginformation needed
V The Company passed a resolution of the Board of Directors on May 10, 2022, to
set up a Corporate Governance Officer responsible for corporate governance
related matters. The main responsibilities include providing directors with the
information needed to carry out their business and arranging continuing
education; handling matters related to the Board of Directors’ meetings,
shareholders’ meetings and other functional committees in accordance with the
law; handling company registration, making minutes of Board of Directors’
meetings and shareholders’ meetings; preparing annual reports of shareholders’
meetings, etc.; and after meetings, the Corporate Governance Officer is
responsible for reviewing the release of important information on important
resolutions oftheBoard of Directors’ meetings and shareholders’ meetings and










No major
deviation.
  • 49 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
by directors and supervisors
to carry out business,
assisting directors and
supervisors to comply with
laws and regulations,
handling matters related to
Board of Directors’ meetings
and shareholders’ meetings in
accordance with the law, and
producing minutes of Board of
Directors’ meetings and
shareholders’ meetings)?

ensuring the legality and correctness of the contents of releases in order to ensure
the equivalence of investor transaction information; implement corporate
governance; protect the rights and interests of shareholders; and strengthen the
functions of the Board of Directors.


V. Has the Company established
communication channels with
stakeholders (including but
not limited to shareholders,
employees, customers and
suppliers), set up a special
section for stakeholders on
the Company’s website, and
does it respond appropriately
to important corporate social
responsibility issues of
concernto stakeholders?

V
The Company’s website features a “Stakeholder Area” where stakeholders can
communicate with the Company by e-mail, telephone, fax, etc., if necessary.
Furthermore, a spokesperson has been established as a communication channel
with stakeholders to properly respond to any material corporate social
responsibility issues of stakeholders’ concerns.
The Company has smooth communication channels with customers, suppliers,
banks, and employees, respecting their legitimate rights and interests.
No major
deviation.
VI. Has the Company appointed
a professionalshare
V The company has appointed CTBC Bank to handle matters related to the
shareholders’ meeting and stockaffairs.
No significant
deviation
  • 50 -
Evaluation item Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
registration and investors
service agent for handling
matters pertaining to the
shareholders’ meeting?
VII.
Public Disclosure
(I)
Has the Company set
up a website for the
disclosure of information on
the financial position and
operation, as well as
corporate governance?
(II)
Has the Company adopted
other means for disclosure
(such as setting up an
English-language website,
appointing designated
persons for the collection
and disclosure of
information on the
Company, implementing a
spokesperson system, and
placing institutional investor
conferences on the
website)?
(III)
Does the Company
announce and declareits


V
V
V (I) The Company has disclosed the relevant financial, business and corporate
governance implementation on the Company’s website.
The URL is:https://www.welltend.com.tw.
Investors can check relevant
information on the website.
(II) For the collection and disclosure of the Company’s information, all is
collected and reported by the responsible person designated by the
supervisor. Furthermore, a spokesperson and deputy spokesperson system
is implemented to explain the Company’s operating performance and other
information to the outside world, ensuring information that may affect the
decision-making of shareholders and stakeholders can be disclosed in a
timely manner. In addition, stock affairs personnel disclose the Company’s
information on the Market Observation Post System in accordance with laws
and regulations.
(III) The Company is currently reporting financial statements and operating
conditionsforeach month inaccordancewiththe specified date of “Business
No significant
deviation
  • 51 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
annual financial report
within two months after the
end of the fiscal year, and
announce and declare the
first, second, and third
quarter financial reports
and the monthly operating
situation as early as
possible within the
prescribed timelimit?
Matters to be Undertaken by Issuers of Listed Securities”. It has not
announced and submitted annual financial statements within two months
after the end of the fiscal year or announced operations in advance before the
specified deadline.
VIII. Is there any other material
information that would
facilitate an understanding of
the implementation of
corporate governance
(including but not limited to
employee rights, employee
care, investor relations,
supplier relations,
stakeholder rights, the
continuing education of
directors and supervisors, the
implementation of a risk
management policy and
standard of risk assessment,
the implementation of a

V
(I)
Employee rights and interests: The Company has a comprehensive salary
and welfare system to give employees reasonable treatment and rewards.
Furthermore, we emphasize the rights and interests of employees and there
are measures for the implementation of labor-management conferences to
ensure that the implementation of employees’ rights and interests have
channels that can be followed. The Company has established an employee
Welfare Committee and appropriates a monthly benefit fund. The Welfare
Committee regularly arranges birthday parties, employee travel, bonuses for
the three major holidays, health checks, and other benefit matters.
(II)
Investor relations: Through the exchange website and the annual report
published every year, regular disclosure is made of the Company’s financial
statements and analysis of the business situation and data. We have set up
a dedicated unit for investor relations, and dedicated personnel are assigned
to deal with investor suggestions and questions in order to maintain good
communication channels.
(III) Stakeholder rights: The Company upholds the principle of integrity and good














No significant
deviation
No significant
deviation
  • 52 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
customer policy, and
professional liability
insurance coverage for the
directors and supervisors)?
V communication channels, and has established a spokesperson as a channel
to communicate with stakeholders and safeguard their due legal rights and
interests.
(IV) Employee rights and employee care: The Company attaches great
importance to the rights and interests of employees and expresses concern
for employees, and fosters harmonious labor relations. We have formulated
sexual harassment prevention and control measures in the workplace and
complaint management measures to establish a working environment of
gender equality. The Employee Welfare Committee organizes various travel
activities from time to time, and the Company also has comprehensive
education and training courses and lean professional skills in order to assist
new colleagues to be ready for work as soon as possible. We do so through
pre-employment training, arranging education and training courses in
accordance with job categories, and assisting new colleagues to understand
industry positioning and the Company’s future development direction as
quickly as possible. The Company also conducts regular security checks
and announces safety inspections including alarm systems, escape
systems, fire extinguishers, etc., to ensure the personal safety of employees.
(V)
Supplier relations: the Company has always maintained good relationships
and communication channels with suppliers, and passed the CMMI-SW
V1.2 Maturity Level 2 evaluation. Its relevant content has certain standards
for the management process of the supplier agreement. Therefore, the
relationships with suppliers can be long-term and stable.
(VI) Community care: We hold regular meetings with the supervisory commission
to communicate about environmental health and safety and maintain good
relationships with community residents.






















  • 53 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
(VII) Implementation of risk management policies and risk measurement
standards: The Company attaches great importance to risk management
and formulates various internal regulations for various risks in accordance
with the law, carrying out various kinds of risk management and evaluation.
(VIII) Customer policy implementation: The Company attaches great importance
to the opinions of customers. There is a customer complaint handling unit
with maintaining high-quality customer service as the highest goal, to fully
understand and implement customer policies and regularly review and
propose improvement plans while insisting on continuous improvement of
service quality, actively maintaining a good relationship with customers,
paying attention to customer commitments, and providing attentive service.
(IX) The Company’s purchase of liability insurance for directors: The Company
has purchased liability insurance for directors (for the period of October 25,
2022, to November 25, 2023).
(X)
Continuing education of directors: Disclosed in the “Corporate Governance
Area of the Market Observation Post System”
(https: //www.mops.twse.com.tw
)











  • 54 -
Evaluation item Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
V (XI)Corporategovernance officer
Date
Organizer
2022.07.26 Internal Audit
Association of the
Republic of China
2022.08.23
2022.10.12
Securities &
Futures Institute
2022.11.11
training: advanced trainingin 2022:
No significant
deviation
Date Organizer Course title Hours
2022.07.26 Internal Audit
Association of the
Republic of China

“Insider Trading” and “Report
Falsification”: Practical Discussion and
Countermeasures
6
2022.08.23
“Manufacturing Material System” Audit
Practice
6
2022.10.12 Securities &
Futures Institute
“2022 Compliance Advocacy Seminar 3
for Compliance with Insider Trading
Laws”
2022.11.11 “TWSE and TPEx Listed Companies: 3
Seminar on Derivatives Trading
Strategies and Market Outlook”
IX. Corrective actions taken in response to the results of the Corporate Governance Evaluation conducted by the Corporate Governance Center
of the Taiwan Stock Exchange Corporation, and the priority of actions for issues pending corrective action in the most recent year. (Not
applicable for companies not evaluated by TSEC)
In 2022, the following items were improved for corporate governance evaluation:
(I) Continued to increase the number of disclosures on the Company website, improving information transparency.
(II) Specifically disclosed the diversity policy of the Board of Directors, specific management objectives, and implementation.
(III) Remuneration Committee members all comprise independent directors and their terms of office shall not exceed nine years.
(IV) Set up an Audit Committee and disclosed its professional qualifications and experience, annual work priorities, and operational status.
(V) A Corporate Governance Officer has been established for the Company, and the terms of reference and training status were also stated in
the annual report and onthewebsite.
  • (V) A Corporate Governance Officer has been established for the Company, and the terms of reference and training status were also stated in the annual report and on the website.

  • 55 -

Evaluation item Status (Note1) Status (Note1) Status (Note1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Priorities that are expected to be strengthened for 2023:
(I) The feasibility of Chinese and English financial statements during the disclosure period and the simultaneous reporting of major
information in English, in order to facilitate foreign-funded institutions to obtain English-language information and serve more investors.
(II) In the future, the Company will promote the operation of social responsibility in accordance with the actual situation and needs, and set up
a dedicated unit to strengthen disclosure on the website.
(III) Continually evaluate thefeasibility of futureimprovementforportions thathavenot yet beenscored.
  • (II) In the future, the Company will promote the operation of social responsibility in accordance with the actual situation and needs, and set up a dedicated unit to strengthen disclosure on the website.

  • 56 -

  • (IV) Membership and operational status of the Remuneration Committee: 1. Information of Remuneration Committee Members

December31,2022
Professional
qualifications and
experience (Note 2)
Status of independence
(Note 3)
Number of
other public
companies
where the
member
concurrently
serves as
remuneration
committee
member
The Company’s Remuneration Committee
comprises three independent directors. For
the professional qualifications, experience
and
independence
of
the
committee
members, please refer to Disclosure of
Directors’ Professional Qualifications and
Independence in this Annual Report (page
14-15 ).
2
0
1
0
Qualifications: Has more
than 20 years of work
experience in business,
finance, accounting, and
Company business, and
has not been involved in
any of the circumstances
specified under Article
30 of the Company Act.
Experience:
Chairperson, Taiwan
Goods Corporation
In line with independence
given the absence of any
of the circumstances
specified in Article 6,
Paragraph 1 of the
Regulations Governing
the Appointment and
Exercise of Powers by the
Remuneration Committee
of a Company Whose
Stock is Listed on the
Stock Exchange or
Traded overthe Counter.
0
December31,2022
Professional
qualifications and
experience (Note 2)
Status of independence
(Note 3)
Number of
other public
companies
where the
member
concurrently
serves as
remuneration
committee
member
The Company’s Remuneration Committee
comprises three independent directors. For
the professional qualifications, experience
and
independence
of
the
committee
members, please refer to Disclosure of
Directors’ Professional Qualifications and
Independence in this Annual Report (page
14-15 ).
2
0
1
0
Qualifications: Has more
than 20 years of work
experience in business,
finance, accounting, and
Company business, and
has not been involved in
any of the circumstances
specified under Article
30 of the Company Act.
Experience:
Chairperson, Taiwan
Goods Corporation
In line with independence
given the absence of any
of the circumstances
specified in Article 6,
Paragraph 1 of the
Regulations Governing
the Appointment and
Exercise of Powers by the
Remuneration Committee
of a Company Whose
Stock is Listed on the
Stock Exchange or
Traded overthe Counter.
0
December31,2022
Professional
qualifications and
experience (Note 2)
Status of independence
(Note 3)
Number of
other public
companies
where the
member
concurrently
serves as
remuneration
committee
member
The Company’s Remuneration Committee
comprises three independent directors. For
the professional qualifications, experience
and
independence
of
the
committee
members, please refer to Disclosure of
Directors’ Professional Qualifications and
Independence in this Annual Report (page
14-15 ).
2
0
1
0
Qualifications: Has more
than 20 years of work
experience in business,
finance, accounting, and
Company business, and
has not been involved in
any of the circumstances
specified under Article
30 of the Company Act.
Experience:
Chairperson, Taiwan
Goods Corporation
In line with independence
given the absence of any
of the circumstances
specified in Article 6,
Paragraph 1 of the
Regulations Governing
the Appointment and
Exercise of Powers by the
Remuneration Committee
of a Company Whose
Stock is Listed on the
Stock Exchange or
Traded overthe Counter.
0
Identity
(Note 1)
Terms
Name
Professional
qualifications and
experience (Note 2)
Status of independence
(Note 3)
Number of
other public
companies
where the
member
concurrently
serves as
remuneration
committee
member
Independent
Director
(Convener)
Ching-Ju Wu The Company’s Remuneration Committee
comprises three independent directors. For
the professional qualifications, experience
and
independence
of
the
committee
members, please refer to Disclosure of
Directors’ Professional Qualifications and
Independence in this Annual Report (page
14-15 ).
2
Independent
Director
Meng-Chung
Wu
0
Independent
Director
Chang-Kuo
Feng
1
Independent
Director
Tine-Shi Keo
(Note 1)
0
Others Keng-Lin
Chen
(Note 1)
Qualifications: Has more
than 20 years of work
experience in business,
finance, accounting, and
Company business, and
has not been involved in
any of the circumstances
specified under Article
30 of the Company Act.
Experience:
Chairperson, Taiwan
Goods Corporation
In line with independence
given the absence of any
of the circumstances
specified in Article 6,
Paragraph 1 of the
Regulations Governing
the Appointment and
Exercise of Powers by the
Remuneration Committee
of a Company Whose
Stock is Listed on the
Stock Exchange or
Traded overthe Counter.
0
Note 1: Resigned on August 9, 2022.
  1. Responsibilities of the Remuneration Committee:

  2. The Remuneration Committee holds at least two meetings per year in accordance with regulations, and members should exercise the due care of a good administrator to faithfully perform the following duties, and put forward suggestions to the Board of Directors for discussion:

  3. (1) Formulate and regularly review the policies, systems, standards and structures of directors and managers’ performance evaluation and remuneration.

  4. (2) Regularly evaluate and determine the remuneration of directors and managers.

  5. (3) Regularly evaluate the achievement of the performance objectives by the Company’s directors and managers, and determine the details and amounts of salary and compensation for individual managers based on the evaluation results from the performance evaluation criteria.

  6. The Remuneration Committee of the Company counts 3 members.

  7. 57 -

  8. The current term of members: August 13, 2019, to June 13, 2022. The Remuneration Committee met 2 times (A) in the most recent year (in 2022 to the expiration of the current term). The qualifications and attendance of members were as follows:

Job Title Name Actual number
of
attendances
(B)
Number of
attendances
by proxy
Actual
attendance
rate (%) (B/A)
Notes
Convener Meng-Chung
Wu
2 0 100% -
Member Tine-Shi Keo 2 0 100% -
Member Keng-Lin
Chen
2 0 100% -
  1. Term of office for new members: August 9, 2022, to June 13, 2025. The Remuneration Committee met 1 time (A) in the most recent year (from assumption of office in 2022 through December 31). The qualifications and attendance of members were as follows:
Job Title Name Actual
number of
attendances
(B)
Number of
attendances
by proxy
Actual
attendance
rate (%) (B/A)
Notes
Convener Ching-Ju
Wu
1 0 100% New term
since August
9,2022
Member Meng-Chun
g Wu
1 0 100% Consecutive
term since
August 9,
2022
Member Chang-Kuo
Feng
1 0 100% New term
since August
9,2022
Other matters to be recorded:
I.
If the Board of Directors does not adopt or amend the recommendations of the
Remuneration Committee, the date and period of the Board of Directors, the content
of the proposal, the resolution of the Board of Directors, and the Company’s handling
of the opinions of the Remuneration Committee should be stated (if the remuneration
approved by the Board of Directors exceeds the recommendation of the
Remuneration Committee, the differences and reasons should be stated): None.
II.
On resolutions of the Remuneration Committee, if members have objections or
reservations and have records or written declarations, the date, period, proposal
content, opinions of all members, and the handling of the opinions of the members
shall be stated: None.
III. Operations in the most recent year:
Meeting
date/session
Proposal content
Resolution
result
Company’s
response to
Remuneration
Committee’s
opinions
2022.1.18
9th meeting of
1. Reviewed the 2020 annual bonus
distribution for current directors and
Approved by
all members
Submitted to the
Board of Directors
  • 58 -
the 4th term managers. present and approved by
all directors
present

2022.3.22
10th meeting
of the 4th term
1. Deliberated the Company’s remuneration
distribution for directors and supervisors
and remuneration distribution for
employees for 2021.
2. Deliberated new manager positions and
salaryreceived.
Approved by
all members
present

Submitted to the
Board of Directors
and approved by
all directors
present
2022.8.18
1st meeting of
the 5th term
1. Deliberated the formulation of the
“Measures for Remuneration of Directors
and Managers” by the Remuneration
Committee of the Company.
2. Deliberated the review of employee
remuneration distribution for managers in
2021 by the Remuneration Committee of
the Company.
3. Deliberated the review made by the
Company’s Remuneration Committee and
the changes in manager salaries.
4. Deliberated the review made by the
Company’s Remuneration Committee of
theremunerationof independent directors.

Approved by
all members
present

Submitted to the
Board of Directors
and approved by
all directors
present
  • 59 -

  • (V) Implementation of sustainable development promotions and the deviation from the Sustainable Development Best Practice Principles for TWSE/TPEX Listed Companies and causes thereof:

Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
I.
Does the Company establish a
1. In accordance with the Company’s “Sustainable Development










No significant
deviation
governance structure to promote V Best Practice Principles”, the executive team comprises a
sustainable development, and set up a high-level
management
team
to
implement
sustainable
designated full-time (or part-time) unit to operations,
including
the
Chairperson’s
Office,
General
Administration Office, Audit Office, and business implementation
units to effectively manage the risks undertaken.
promote sustainable development, while
the Board of Directors authorizes senior
management to handle this and the 2. Organizational operations: The Corporate Governance Officer is
Board of Directors supervises the appointed with the approval of the Board of Directors through the
situation? manager of the Investment Management Department. The
General Administration Office operates across departments in the
form of a team and reviews the goals and plans of each group
from time to time, reporting the effectiveness of operations in
management meetings on a quarterly basis.
Group
Implementation
unit
Handling instructions
Corporate
Governance
Investment
Management
Department
1. Establish and implement various
policies and measures related to
corporate governance, and promote
the quality and performance of the
Board of Directors.
2. Improve the corporate governance
structure and information disclosure
in line with corporate governance
trends.
3. Implement internal control
mechanisms to ensure that relevant
personnel genuinely comply with
orderspecifications.
Group Implementation
unit

Handling instructions
Corporate
Governance
Investment
Management
Department
1. Establish and implement various
policies and measures related to
corporate governance, and promote
the quality and performance of the
Board of Directors.
2. Improve the corporate governance
structure and information disclosure
in line with corporate governance
trends.
3. Implement internal control
mechanisms to ensure that relevant
personnel genuinely comply with
orderspecifications.
  • 60 -
Evaluation item Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
Group Implementation
unit

Handling instructions
Ethical
management
Management
Office
1. Establish and continuously improve
ethical management policies and
norms while implementing ethical
policy advocacy, training, and
promotions.
2. Implement labor relations, employee
health and safety.
Business Office
1. Maintain customer privacy and
benefits and implement product life
cycle management.
2. Evaluate raw material purchases and
optimize supply chain management.
Environmental
development

General Affairs
Department
1. Promote environmental protection
and energy saving policies and
implement waste recycling plans.
2. Provide employees with a friendly
workplace environment that is safe
and healthy.
Employee
care
Management
Department
1. Formulate talent cultivation and
development plans and recruit
outstanding talent.
2. Construct and improve the salary
and welfare system and implement
the rights and interests of
employees.
3. Establish multiple communication
channels with a commitment to
labor-management harmony and
promoting employee health
protection.
  • 61 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
3. In order to pursue the goal of corporate and environmental
sustainability, Welltend Technology has established a sustainable
management policy that calls for adhering to Sincerity and
Diligence; complying with all laws and regulations; protecting
rights and interests; strengthening the functions of the Board of
Directors; and reducing corporate risks. We also devote attention
to the quality of customers, products, and services while reducing
operating costs, improving the happiness of all employees, and
fulfilling social responsibility as our mission. Furthermore, we
consider the environment, employee health and safety, and
human rights in order to protect the rights and interests of
stakeholders.
Moreover,
beyond
regularly
promoting
our
Sustainable Development Best Practice Principles in all
management meetings and business meetings, we have
established an internal awareness of respecting social ethics and
paying attention to the rights and interests of stakeholders while
pursuing sustainable operations and profit, with an emphasis on
the environment, society, and corporate governance.
















II.
Does the Company follow the principle of
materiality, conduct risk assessments on
environmental, social and corporate
governance issues related to company
operations, and formulate relevant risk
management policies or strategies?

V
The Company
environmental
Major topic
Environment
and its subsidiaries have dedicated management units for
management to assist relevant departments.
Risk
assessment
Risk management policies or strategies
Environmental
protection
1. We have introduced the ISO 14001
environmental management system
(valid from August 7, 2020, to August 6,
2023) to raise environmental awareness
among departments. In addition, we
manufacture RoHS compliant products
in accordance with customer standard
Major topic Risk
assessment
Risk management policies or strategies
Environment Environmental
protection
1. We have introduced the ISO 14001
environmental management system
(valid from August 7, 2020, to August 6,
2023) to raise environmental awareness
among departments. In addition, we
manufacture RoHS compliant products
in accordance with customer standard
  • 62 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
specifications.
2. The Company has obtained certification
in the ISO 9001 quality management
system (valid from August 7, 2020, to
August 6, 2023), the ISO 14001
environmental management system
(valid from August 7, 2020, to August 6,
2023), and the IATF 16949 automotive
industry quality management system
(valid from January 13, 2020, to January
12, 2023). Through continuous
operation of the above management
systems, the Company’s risks in its
operating activities can be grasped and
responded to in real time in respect to
the environment, employee safety,
customers, suppliers, and so on.

No significant
deviation
Social Safe work
environment
1. Provide employees with a safe and
healthy living and work environment.
2. Conduct employee health checks.
3. Provide employee training and safety
protection.
4.Set up a dedicated breastfeedingroom.
Corporate
governance
Information
security legal
compliance
We ensure that all the Company’s
personnel comply with relevant laws and
regulations. Due to the increasing
dependence on information technology in
business activities, we have strengthened
the management of information security
risks and formulated information security
policies:
1. The Company has established an
“Information Security Committee” to
improve information security
management with the head of the
  • 63 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
management office serving as the head
of security. The committee holds regular
meetings, confirms the achievement
status and review of information security
performance indicators as a basis for
continuous improvement, and ensures
the continued steady operation of the
information security management
system.
2. The Company attaches great
importance to information security and
the protection of confidential material.
We have set up firewalls, information
security equipment, anti-virus software,
and other information security protection
measures to ensure stable operation of
the Company’s operating systems.
3. We regularly conduct disaster recovery
drills for critical systems to ensure that
critical systems are not affected by
external factors in the normal operation
of the Company.
4. We regularly conduct information
security advocacy among employees.

III. Environmental Issues
(I) Has the Company established an
appropriate environmental management
system based on its industry
characteristics?
V (I)
The Company continues to operate the ISO 9001 quality
management system (valid from August 7, 2020, to August 6,
2023) and the ISO14001 environmental management system
(valid from August 7, 2020, to August 6, 2023) to fulfill the social
responsibility of protecting the Earth’s environment. All comply
with national and local environmental protection laws,
effectively control waste water, waste gas and noise, rationally
dispose of waste, recycle as much as possible, and gradually
use environmentally-friendlymaterials toreduce environmental









No significant
deviation
  • 64 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
damage.
Garbage disposal is handled in accordance with the relevant
regulations of the building management committees. Moreover,
fire safety inspections are carried out regularly every year.
Usage
of
resources
such
as
electricity,
water,
and
air-conditioning aremanaged by setting targets.



(II) Has the Company committed itself to
improving energy efficiency and to using
recycled materials with low impact on the
environment?
V (II) The Company actively promotes various energy reduction
measures,
choosing
equipment
with
high-energy
and
energy-saving designs and improving energy efficiency
(including paperless, power saving, waste reduction and
recycling, etc.). We also classify and reuse recyclable
resources or sell them to resource recovery yards for energy
reuse, optimizing energy usage efficiency.
Introduction of office energy-saving equipment and reduction of
carbon emissions: We prioritize the use of energy-saving
standard LED lighting fixtures, implement energy saving and
carbon reduction, and encourage employees to save energy.
Resource utilization and regeneration: Offices can recycle and
disassemble and reuse resources, including information
computer equipment and parts, which are used for the
maintenance of employee computer parts and as maintenance
accessories, and the ecological load is reduced by recycling.
Packaging material recycling and reuse and usage of
environmentally friendly packaging materials: Empty boxes left
over after purchases are recycled and used for shipping
packaging, and the decomposable inflatable mat packaging
material is used in the boxes. For bulk shipments using
reusable “turnover crates”, waste and defective products
generated during the manufacturing process are entrusted to




















No significant
deviation
  • 65 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
qualified waste disposal companies for disposal to reduce
damage to the environment and ecology.
(III) Does the Company assess the potential
risks and opportunities of climate change
for the Company now and in the future,
and has it taken relevant
countermeasures?

V
(III) In assessing potential risks confronted due to climate change,
at the operational level, there are mainly resource shortages,
increased cost of raw materials, instability in transportation
demand, and extreme weather that will threaten the safety of
employees, and so on. All of these may directly impact the
Company’s operations and cause losses.
To alleviate the increasingly serious problems of global
warming and climate change, all countries are actively
promoting
energy
conservation
and
carbon
reduction
measures and the use of various green energy sources to
reduce carbon dioxide emissions. Governments of all
countries have policies to subsidize electric vehicles,
encouraging automobile manufacturers to produce electric
vehicles, and build charging stations, and encouraging people
to buy electric vehicles instead of internal combustion engine
vehicles. Compared with traditional internal combustion engine
vehicles, electric vehicles use more electronic components.
The demand for wires and wire harnesses as a transmission
medium between the manufacture of electronic components
will also increase, and this will additionally drive the
development of green energy industries and the green
economy.




















No significant
deviation
(IV) Does the Company count greenhouse
gas emissions, water consumption and
the volume of total waste in the past two
years, and formulate policies for
greenhouse gasreduction,water
V (IV) The Company sets clear goals for environmental protection
and energy conservation, and has management policies for
the use of various resources and environmental protection and
a
commitment
to
achieving
a
friendly
low-pollution,
easy-to-recycle environment. The Company continues to pass




No significant
deviation
  • 66 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
reduction, or other waste management? the evaluation of external audit units every year, obtaining ISO
14001 environmental management system certification. The
Company
continues
to
care
about
and
implement
environmental protection related issues and environmental
improvement, which is why the environmental protection policy
mainly focuses on energy saving, volume reduction, habit
changes, and effective control.
1.
Energy savings and carbon reduction policies:
(1) Office
area
lighting
has
been
replaced
with
energy-saving LED fluorescent lamps. In analyzing
electricity usage through monthly bills, it is estimated
that this has already saved more than 5% in 2022
compared with the traditional lighting in the past.
(2) Timely adjustments are made to external air in the
office area according to seasonal changes. When the
weather turns cooler and the temperature is low, it can
effectively reduce the power consumption of the air
conditioners
and
fans.
The
air-conditioning
temperature in the office area is set at a normal
temperature of 26-28 degrees to avoid excessive
energy consumption.
















  • 67 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
(3) In summer, when the sun is strong, we add curtains to
doors and windows to prevent radiant heat from
entering the rooms.
(4) We turn off several fluorescent lamps during lunch
breaks and siestas.
(5) Office areas are completely non-smoking and
maintains air circulation.
2.
Water conservation policies:
(1) We put up water saving slogans and get into the habit
of turning off the water at all times.
(2) If a water leak is found, it is reported immediately to
avoid wasting water.
(3) We control the ambient temperature of offices through
central monitoring equipment, reducing the operating
capacity of air-conditioning equipment to do a good
job in saving water.
3.
Greenhouse gas reduction policies:
(1) We
promote
paperless
policies
and
promote
electronic forms to reduce paper usage.
(2) We promote the reuse of recycled paper to reduce
paper usage.
(3) We replace old equipment, improve work efficiency,
and align with the trend of green environmental
protection.
(4) The Company cooperates with the government to
actively promote green procurement. For suppliers
who require their materials and production processes
to meet environmental protection standards, we select
products andraw materials that conformto the green


















No significant
deviation
  • 68 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
manufacturing process. We hope that through green
procurement, we can reduce the environmental
impact and create an environmental ecological
balance of coexistence and mutual benefit.
4.
Waste management policies:
(1) Resource recycling and classification mechanisms
should be implemented for batteries, optical discs,
toner cartridges, paper, etc.
(2) We promote the reduction of waste among all
employees.
(3) Waste generated by the Company is handled in
accordance with laws and regulations and a resource
recovery mechanism is implemented.
(4) We uphold mandatory compliance with resource
recycling regulations to implement environmental
protectionpolicies.









5.
Annual greenhouse gas emissions in the past two years
(water and electricity discharge):
The environment is deteriorating in the face of global
climate change. The Company will continue to promote
energy saving, carbon reduction, and reduction of
greenhouse gas emissions as we take environmental
sustainable development as our main focus. Furthermore,
we
shall
fulfill
our
corporate
social
citizenship
responsibilities
in
response
to
the
government’s
environmental policies, letting colleagues develop the
habit of saving energy and reducing carbon in daily life.
We do so to achieve the goal of reducing carbon
emissions by 3-5% every year,withthemedium/long-term












No significant
deviation
  • 69 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
goal of reducing carbon emissions by 15-20% within 5-10
years.
Annual greenhouse gas emissions in the last two years:
Item
Year
Water usage
Electricpower/Mobile combustion
Degrees
Carbon
emissions
(kg)
Degrees
Carbon
emissions
(kg)
Scope 1
Scope 2
2021
2,229
133.86
278,053
147,243
5,714
141,529
2022
2,841
159.00
299,280
156,518
5,333
151,185
Ratio
of
increase
(decrease)
27.45%
18.78%
7.63%
6.29%
(6.67%)
6.82%
Item
Year
Water usage Electricpower/Mobile combustion
Degrees Carbon
emissions
(kg)
Degrees Carbon
emissions
(kg)
Scope 1 Scope 2
2021 2,229 133.86 278,053 147,243 5,714 141,529
2022 2,841 159.00 299,280 156,518 5,333 151,185
Ratio
of
increase
(decrease)
27.45% 18.78% 7.63% 6.29% (6.67%) 6.82%
IV. Social Issues
(I) Has the Company established relevant
policies and procedures in accordance
with applicable legal rules and the
International Convention on Human
Rights?
V (I) In addition to formulating work rules in accordance with
relevant government labor laws and regulations such as the
“Labor Standards Act” and “Gender Equality in Employment
Act”, and in strict compliance with the laws and regulations of
the location of each operating base, labor committee members
can submit their opinions through quarterly labor-management
meetings.
The Company recognizes and supports compliance with the
“United Nations Universal Declaration of Human Rights”, the
“Global Compact”, the “International Labour Organization
Convention”and other international human rights conventions,









No significant
deviation
  • 70 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
and respects internationally recognized basic human rights.
Furthermore, in accordance with the guiding principles of the
aforementioned norms, all members of the Company can be
treated fairly and with dignity, and the Company’s internal
management plans are formulated thereby.
1. Creating an environment of gender equality: The Company
follows the provisions of the “Gender Equality in
Employment Act” and practices no gender discrimination
against employees. Therefore, no distinction is made
between men and women in relation to employee
performance,
department
performance,
and
salary
systems to formulate relevant operating standards.
2. The Company treats all employees fairly and with respect,
and implements human rights management in accordance
with government labor laws and our own policies.
3. Helping employees maintain physical and mental health
and work-life balance: We pay attention to the health of
employees, offering regular employee health checks every
two years for active employees to prevent potential health
risks. We thus help employees maintain physical and
mental health and work balance to enhance the
competitiveness of the Company.
4.
Establishing channels for sexual harassment complaints:
We provide telephone, fax and e-mail for accepting sexual
harassment complaints. If a complaint is received, a
dedicated handler will be designated to coordinate and
handle it. At the same time, we set up a sexual harassment
complaint handling investigation committee where not less
than halfofthe committeemembers arewomen.























  • 71 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
5.
Establishing effective communication channels: We have
established
effective
multi-directional
communication
channels to actively understand the needs of employees
and their expectations of the Company. This serves as an
important reference for formulating corporate social
responsibility policies and related plans.
Staff
communication
channels
include:
personnel
announcements, internal employee complaints, channels
for sexual harassment complaints, complaint mailboxes for
stakeholders,
the
employee
welfare
committee,
labor-management meetings, and so on.
6.
Prohibition of forced labor: The Company’s daily and
weekly normal working hours and extended working hours,
vacations, special vacations, and all other leave
stipulations for employees are in compliance with laws and
regulations. We do not force or coerce any unwilling
personnel to perform labor services.
7.
Elimination of unlawful discrimination to reasonably ensure
equal employment opportunities:
The Company does not discriminate against employees
and job seekers based on factors such as race, class,
language, ideology, religion, party affiliation, place of
origin, place of birth, gender, sexual orientation, age,
marital status, appearance, facial features, physical and
mental disabilities, horoscope, blood type or other factors
resulting in unfair treatment in respect to labor rights and
interests in employment, salary and benefits, training
opportunities, promotion, dismissal, or retirement.






















  • 72 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
(II) Has the Company formulated and
implemented reasonable employee
welfare measures (including salary,
vacation and other benefits, etc.), and
does it appropriately reflect business
performance or results in employee
compensation?
V (II) The Company has established relevant benefit measures and
remuneration and incentive policies and bonuses, and
compensation is issued in accordance with the Company’s
operating conditions and the achievement rate of personal
performance goals, thus encouraging employees to grow
together with the Company.
1.
Employee benefit measures:
In addition to the Company’s commitment to creating
harmonious labor relations, we are even more committed to
improving employee benefits. All leave systems are in
accordance with labor laws and regulations, and we have
set up an employee welfare committee in accordance with
the law to offer appropriate benefit funds for various
activities (including travel activities, birthday parties, and
departmental dinner parties). In addition, the Company also
provides various welfare subsidies for regular health
checkups, weddings and funerals, and emergency relief.
Moreover, to implement diversity in the workplace, we
ensure that employees do not suffer any discrimination or
unfair treatment based on factors such as gender, age,
class, etc. At present, women account for 28% of employees
and 13% of senior executives.
In addition to handling statutory insurance in accordance
with relevant government laws and regulations, the
Company further plans employee group insurance and
annual health checkups to protect the health and safety of
employees, and all related expenses are borne by the
Company.
























No significant
deviation
  • 73 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
2. In addition to employees receiving a fixed salary, the
Company pays performance bonuses in accordance with
the “Employee Performance Evaluation Measures” and the
“Business Bonus Measures”. The quarterly payment of
performance bonuses offers an immediate incentive and has
a high performance correlation. It not only reflects the
Company’s overall operating profit, but is also issued based
on individual performance. This forms a reasonable linkage
between the Company’s operating performance and
employee salaries and bonuses.
We conduct performance appraisals twice a year to fairly
and reasonably assess the work performance of colleagues
and evaluate their future development potential. We do so in
order to facilitate the effective use of the Company’s human
resources, and as the basis for personnel salary adjustment,
promotion, job rotation, and bonus issuance. Furthermore,
the operating performance is reflected in employee
dividends in accordance with the Company’s Articles of
Incorporation.
















(III) Has the Company provided a safe and
healthy work environment for the
employees, and related education on
occupational safety and health for the
employees at regular intervals?
V (III)
1.
Insurance and condolence pay: The Company complies with
relevant provisions of labor laws and regulations and both
management and employees formulate employment contracts,
work rules and various management regulations in accordance
with regulations. All operations are in proper compliance with the
norms of the Labor Standards Act. All employees participate in
labor insurance and health insurance, group and travel safety
insurance are also provided for employees for employee illness
and death and for relief provision of spouse and casualty
assistance.









No significant
deviation
  • 74 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
2.
Maintenance and inspection of all equipment: The Company
conducts regular fire safety inspections every year, including
alarm systems, escape systems, fire extinguishers, etc., as well as
public
safety
inspections.
We
regularly
invite
external
manufacturers to conduct fire safety inspections every year and
conduct public safety inspections every four years. We regularly
entrust manufacturers to maintain and inspect the water quality,
ensuring the safety of drinking water for employees to provide a
safe and healthy environment.
3.
Disaster preparedness measures and response: In order to
maintain the safety and health of employees, we promote safety
and health operations and disseminate fire protection advocacy
videos and provide relevant health education information by email
every six months. We thus cultivate employees’ emergency
response capabilities and safety concepts and strengthen the
cognitive ability of employees to reduce accidents caused by
unsafe behavior. The Company has two Class A occupational
safety and health business supervisors and one first-aider.
4.
Access control security: The Company’s buildings are equipped
with strict access control monitoring systems during the day and at
night. During holidays, we contract with a security company to
maintain office security.
5.
Physical health: We have smoking-free management in office
buildings to provide a safe and healthy work environment for
employees. We regularly implement office cleaning and
disinfection and carry out pandemic prevention advocacy. We also
conduct health checks for employees every two years, and we
send a short video on fire prevention advocacy and provide
relevant health and education information by email every six
months. We thus cultivate employees’ emergency response
capabilities and safety concepts to reduce accidents caused by



























  • 75 -
Evaluation item Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
unsafe behavior.
6.
Mental health: The Company has set up a “Sexual Harassment
Prevention Committee” and established a reporting mechanism to
provide protection for the workplace safety of colleagues. The
Company’s internal website has an independent reporting mailbox
and dedicated line for internal use of the Company, and a
dedicated unit addressing complaints. Supervisors at all levels
communicate and coordinate with employees on a regular basis
and hold labor-management meetings regularly to facilitate
smooth communication between labor and management and
harmonious labor relations.
There were no occupational accidents in the Company in 2022.








(IV) Has the Company provided effective
training in career planning for
employees?
V (IV)In order to strengthen the professional knowledge and work skills
of the Company’s employees and to meet the needs of the
Company’s future human development, we have specially
formulated the “Education and Training Measures” to provide staff
with professional skills training and management function training.
The Company subsidizes employees to participate in external
professional education and training and obtain professional
licenses to improve their own abilities and professionalism and
foster long-term growth potential. At the same time, we draw on
the personal training data of employees as a reference for future
promotions and job changes to achieve career planning goals.
1.
Pre-job
training
for
newcomers:
The
Company’s
organizational
vision,
business
philosophy
and
environmental safety education, etc. assist new employees
to
understand
the
Company
culture
and
operating
procedures, gradually enriching their range of professional
knowledge and skills to adapt to the team.
2. Professional ability: In accordance with the professional field
ofeachdepartment,welet personnel have a corresponding
















No significant
deviation
  • 76 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
series of courses in each professional field to follow and
strengthen their own professionalism and improve their
abilities.
3. Management leadership: For management talent, we
establish business and management thinking to develop
judgment and problem-solving skills in order to improve the
quality of decision-making at the management level and
prepare high-quality personnel for the Company’s long-term
development.
4. General education: We cultivate the necessary basic abilities
and personal safety education and training for colleagues.
Implementation status:
Digital internal training (colleagues, supervisors at all levels,
and new recruits):
Course
Number
of
trainees
Training
duration
(hours)
Environmental Safety: Typhoon Prevention
Instructions
184
46
Environmental Safety: Earthquake Response
Environmental Safety: Concepts Before a
Fire Occurs
Environmental Safety: Concepts When a Fire
Occurs
Personnel
Management:
Prevention
of
Sexual Harassment in the Workplace
190
63
Information Security Advocacy: Introduction
to the Information Security Management
System
190
570
Attendance Management Concepts
38
3








Course Number
of
trainees
Training
duration
(hours)
Environmental Safety: Typhoon Prevention
Instructions

184


46
Environmental Safety: Earthquake Response
Environmental Safety: Concepts Before a
Fire Occurs
Environmental Safety: Concepts When a Fire
Occurs
Personnel
Management:
Prevention
of
Sexual Harassment in the Workplace

190
63
Information Security Advocacy: Introduction
to the Information Security Management
System


190
570
Attendance Management Concepts 38 3
  • 77 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
External training (business/administrative unit colleagues and
supervisors at all levels):
Course
Number
of
trainees
Training
duration
(hours)
Audit Practice Course
2
24
Accounting Supervisor Continuing Education
Course
2
24
Corporate Governance Personnel Continuing
Education Course
1
18
Corporate
Spokesperson
Selection
and
Practical Training Lectures
1
6.5
General safety and health education and
training
7
6
ASP.NET Unit Testing by Example (online)
1
6
Preliminary
Exploration
of
.NET
Parallel
Program Design (online)
1
5
Comp TIA Security + International Network
Information Security Certification Course
1
32
Microsoft Azrue Administrator Aossociate
1
1
EC-Council-CASENet
1
40
ASP.NET Core MVC Website Development
Framework PART I & II
1
32
EC-Council Case .NET Application Security
Engineer Certification Course
1
24
HPE
Sales
Certified-Hybird
Cloud
Solutions(2022)
1
3.5
HPE
Silver
Partner
Reseller
Contract
Qualification Exam (2022)
1
3
ISO 27001 LA Lead Auditor
1
40

No significant
deviation
Course Number
of
trainees
Training
duration
(hours)
Audit Practice Course 2 24
Accounting Supervisor Continuing Education
Course

2
24
Corporate Governance Personnel Continuing
Education Course

1
18
Corporate
Spokesperson
Selection
and
Practical Training Lectures

1
6.5
General safety and health education and
training

7
6
ASP.NET Unit Testing by Example (online) 1 6
Preliminary
Exploration
of
.NET
Parallel
Program Design (online)

1
5
Comp TIA Security + International Network
Information Security Certification Course

1
32
Microsoft Azrue Administrator Aossociate 1 1
EC-Council-CASENet 1 40
ASP.NET Core MVC Website Development
Framework PART I & II

1
32
EC-Council Case .NET Application Security
Engineer Certification Course

1
24
HPE
Sales
Certified-Hybird
Cloud
Solutions(2022)

1
3.5
HPE
Silver
Partner
Reseller
Contract
Qualification Exam (2022)

1
3
ISO 27001 LA Lead Auditor 1 40
  • 78 -
Evaluation item Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
Class C Computer Hardware Renovation 1 7
New recruit training:
Course Number
of
trainees
Training
duration
(hours)
Company Profile (Business philosophy,
related specifications, operating procedures)
19 1.5
(V) Regarding issues such as customer
health and safety, customer privacy,
marketing and labeling of products and
services, does the Company comply with
relevant regulations and international
standards, and formulate relevant
consumer and customer protection
policies and complaint procedures?

V
(V) The Company aims to establish excellent and preferred
connector suppliers, complies with relevant international laws
and regulations and all standards, and maintains good
communication channels with customers. Quality is the priority
requirement for the procurement, production, operation and
service process of all component products, with protecting the
rights and interests of consumers as our own responsibility.
The Company has established the “Customer Complaint
Handling Procedures” to ensure that when customers complain
about product quality problems, we can address the real cause
of the problem, take effective countermeasures and prevent
recurrence to meet the needs of customers. We regularly hold
business management meetings and business meetings so
that we can communicate with customers in a timely manner
and understand customers’ needs. The Stakeholder Area on
the website provides channels for customers to ask questions
and offer complaints or suggestions, which the Company
handles properly by upholding the principle of sincerity. There
are strict written contracts for product quality specifications and
product delivery time points to protect the interests of
customers and consumers.



















No significant
deviation
(VI) Has the Company formulated supplier V (VI) The Company aims to establish a supply chain with
  • 79 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
management policies, where suppliers
are required to follow relevant
regulations on issues such as
environmental protection, occupational
safety and health or labor and their
implementation?
environmental protection, social responsibility, safety, health
and human rights development, treating suppliers as long-term
partners to lead their long-term development and enhance their
competitiveness.
The Company implements supplier management, establishing
“Supplier Control Operating Procedures” to ensure that the
organization’s procurement counterparties can provide raw
materials and suppliers that meet environmental quality
requirements. In addition to requiring close cooperation from
suppliers, suppliers are also evaluated regularly to ensure that
all purchased raw materials comply with EU Restriction of
Hazardous Substances Directive (RoHS) specifications, and
we ask suppliers to submit a third-party inspection report
(typically SGS) to confirm that the materials comply with the
RoHS standard; moreover, the third-party inspection report
needs to be updated once a year to ensure quality and safety.
We further require suppliers to reduce pollution, waste, and
material losses while conserving natural resources, recycling
materials, and so on to reduce the impact on the Earth’s
environment.
Beyond this, needs must be assessed and surveyed before
developing new suppliers. The evaluation and investigation
process involves safety and sanitation, compliance with
environmental regulations, and so on. Furthermore, existing
suppliers are evaluated every quarter. Evaluation indicators
include quality, delivery, cooperation, safety, sanitation,
environmental protection, and other project evaluations; and
their data analysis is included in the quarterly evaluation for
reference. Thisis the basisforconfirmingwhethera supplier



























No significant
deviation
  • 80 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
continues to be a qualified supplier. Also, for suppliers of
automotive products, they must pass certification for IATF
16949 automotive industry quality management systems and
ISO 14001 environmental management systems.
Labor rights and human rights: Suppliers agree that the
employment of labor must comply with relevant labor laws and
regulations and protect the legitimate rights and interests of
internal employees. Suppliers must follow internationally
recognized basic labor human rights principles and emphasize
issues of human dignity, basic human rights, and labor rights.
Implementation:
1. Conditions for the approval of qualified suppliers can be one of
the following; however, relevant ISO certification materials
must be obtained.
(1) New suppliers are formally evaluated using the “Supplier
Evaluation Form” and the “Report on Supplier Evaluation
Results”. Those who reach the standard of 70 points or
above can become a qualified supplier and are divided into
evaluation levels according to the evaluation results.
(2) It can be listed as a qualified supplier through sample
acceptance. Relevant operating procedures are be carried
out in accordance with the “New Parts Acceptance Control
Procedures”.
(3) Excellent manufacturers with excellent performance before
the organization introduced ISO 9001 can be listed as
qualified suppliers.
(4) Parts suppliers designated or approved by customers can
become qualified suppliers without on-site evaluation.
2. Existing qualified suppliers are subject to periodic evaluations



















  • 81 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
conducted on a quarterly basis, and the evaluation results are
recorded in the “Quarterly Supplier Evaluation Form”.
Evaluation is carried out according to the attached quarterly
supplier evaluation criteria. The quality control section
provides statistics on quality abnormalities, and its data
analysis is included for reference in the quarterly evaluation.
This is the basis for confirming whether suppliers continue to
be qualified suppliers.
3. An evaluation of 90 points (inclusive) and above constitutes a
Grade A supplier while one of 70-80 points (inclusive)
constitutes a Grade B supplier. Furthermore, each supplier
evaluation item shall be above 3 points; only then can it be
listed as a qualified supplier. An evaluation below 70 points
constitutes Grade C and listing as a non-qualified supplier. The
Procurement Department shall preside over the re-evaluation
review meeting to decide whether to continue to purchase,
keep it under observation, or terminate transactions. Based on
the actual conditions of the supplier’s quality status, suppliers
kept under observation and continued procurement shall be
subject to measures ranging from a quality control scheduling
evaluation plan to on-site evaluation and counseling. For those
who require improvement but fail to reach 70 points three
consecutive times, we shall gradually reduce order quantity or
switch vendors.
4. The Company conducts on-site visits of major suppliers once
or twice a year (with inventorying that including interviews) to
confirm whether suppliers correctly understand the latest EU
prohibition regulations and that production adheres to these
regulations.

























  • 82 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the
Sustainable
Development Best
Practice Principles
for TWSE/TPEX
Listed Companies
and causes thereof
Yes No Summary description (Note 2)
5. Suppliers will be evaluated by telephone, email, meetings, or
written communication. If any abnormalities are found,
improvement is required in writing. If persistent major
abnormalities are found, the supplier will be disqualified.


V. Does the Company refer to
internationally-prepared reporting
standards or guidelines in the preparation
of sustainability reports and other reports
that disclose the Company’s non-financial
information? Is the confidence or
assurance opinion of a third-party
verification unit obtained for the
aforementionedreport?
V The Company is not required to prepare a sustainability report. To be prepared
according to actual
future needs.
VI. If the Company has its own sustainable development code in accordance with the “Sustainable Development Best Practice Principles for
TWSE/TPEX Listed Companies”, please describe the differences between its operationand the principles: Nomaterialdifferences.
VII. Other important information helpful to understand the implementation of the promotion of sustainable development:
Environment: We actively make full use of resources, using environmentally-friendly materials to reduce damage to the environment,
improving processes to reduce the generation of waste.
Human rights: We provide employment opportunities for persons with disabilities. Implemented in accordance with provisions of the Labor
Standards Act, we thus protect the legitimate rights and interests of employees.
  • 83 -

(VI) Ethical business performance conditions and deviation from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and causes thereof:

Evaluation item Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
I.
Formulation of ethical management policy
and plans
(I) Has the Company formulated an ethical
management policy approved by the Board
of Directors, and in the regulations and
external documents expressed the policies
and practices of operating in good faith, and
the commitment of the Board of Directors
and senior management to actively
implement business policies?
(II) Has the Company established an
assessment mechanism for the risk of
dishonesty, regularly analyzing and
evaluating business activities with a high risk
of dishonest conduct in the business scope,
and formulated a plan to prevent dishonest
conduct, and coverat aminimumthe

V
V
(I)
The Company has formulated the “Ethical Corporate
Management Best Practice Principles”, “Procedures for
Ethical Management and Guidelines for Conduct”, and a
“Code of Ethical Conduct” to standardize the Company’s
policy of honest management. These are disclosed on the
Company’s website and the Market Observation Post
System to make employees, managers and directors aware
of them and to follow them. When employees perform
business, all uphold the business philosophy based on
ethics and also abide by the Company Act, the Securities
and Exchange Act, the Public Procurement Act, and other
laws and regulations related to business conduct as the
basic premise of implementing honest management, and
advocacy and promotion are carried out on a regular basis.
(II) In our “Procedures for Ethical Management and Guidelines
for Conduct”, the Company expressly prohibits dishonest
conduct such as receiving or accepting bribes, offering or
accepting
improper
benefits,
offering
or
promising
facilitation payments, providing illegal political contributions,
engaging in unfair competition, making inappropriate
charitable donations orsponsorships, disclosing business



















No significant
deviation
  • 84 -
Evaluation item Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
preventive measures for various acts under
Article 7, Paragraph 2 of the “Ethical
Corporate Management Best Practice
Principles for TWSE/GTSM Listed
Companies”?
(III) Has the Company defined and enforced
operating procedures, behavioral guidelines,
penalties and grievance systems as part of
its preventive measures against dishonest
conduct, and are the above measures
reviewed and revised on a regular basis?

V
secrets,
and
harming
the
rights
and
interests of
stakeholders. We have adopted preventive measures and
carry out educational campaigns to implement ethical
management policies.
In order to implement monitoring of the occurrence of
dishonest conduct, the Company conducts internal control
operations, engages auditors, and regularly checks the
compliance of relevant systems and reviews them at any
time to ensure that the risk of all types of dishonest conduct
is reduced.
(III) The Company stipulates the reward and disciplinary system
in the “Measures for Employee Rewards and Disciplinary
Actions” and the “Employee Work Rules” and announces it
on the Company’s internal website. The disciplinary and
appeal system for violations is thus clearly defined and
implemented. In the “Employment and Non-Disclosure
Agreement” with employees, employees expressly agree to
make the best use of their knowledge, experience and
talents,
comply
with
laws,
Company
policies
and
management regulations to faithfully perform assigned
duties at designated places.

















II.
Ethical Corporate Management
(I) Does the Company assess a trading
counterparty’s ethical managementrecord
V (I)
When entering into a business relationship with another
entity, the Companywill first evaluate thelegality and

No significant
deviation
  • 85 -
Evaluation item Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
and expressly state the ethical management
clause in the contract to be signed with the
trading counterparty?
(II) Has the Company set up a special unit
under the Board of Directors to promote
corporate ethical management and regularly
report (at least once a year) to the Board of
Directors on its ethical management policies
and plans to prevent dishonest conduct and
supervision and implementation?
V honesty of the agents, suppliers, customers or other
business contacts, and whether there are records of
dishonest conduct, to ensure that it conducts business in a
fair and transparent manner and does not demand, offer, or
accept bribes. Furthermore, in the “Commitment to Honesty,
Integrity, and Confidentiality” signed with suppliers, it is
clearly stipulated that the supplier shall be engaged in
relevant business activities, and that the principles of
honesty
and
trustworthiness,
and
integrity
and
confidentiality obligations shall be strictly observed. Also,
the financial institutions that the Company deals with are all
commercial
banks
that
are
legally
registered
and
well-known to the public. The rights and obligations of both
parties and transaction conditions are clearly stipulated in
the credit contracts.
(II) The Company designated the Group Management Office as
the responsible unit responsible for the supervision and
implementation of ethical management policies and
prevention plans, reporting any violations to the Board of
Directors regularly or as needed. In addition, there is also an
internal audit unit that conducts regular inspections and
report regularly to the Board of Directors at least annually. In
addition to regularly promoting the Code of Ethics and the
Company’s corevalues of “Sincerity andDiligence”, the





















  • 86 -
Evaluation item Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
(III) Has the Company developed a policy to
prevent conflicts of interest, provided a
proper presentation channel, and put such
policy in place?
V management unit also educates and trains new recruits to
promote matters that should be paid attention to when
performing business, and encourages employees to be
vigilant in detecting or discovering violations and taking the
initiative to report them to management.
(III) The Company has formulated the “Ethical Corporate
Management Best Practice Principles”, “Procedures for
Ethical Management and Guidelines for Conduct”. It is
clearly stipulated that no colleagues may accept benefits, so
as to prevent colleagues from sacrificing the interests of the
Company for personal interests.
When the Company’s colleagues are performing company
business and it is found that there is a conflict of interest
with oneself or the juristic person they represent, relevant
matters shall be directly reported to the direct supervisor or
the Company’s management unit simultaneously, while the
supervisors provide appropriate guidance. Both the
Company’s internal network and the Company’s website
provide smooth channels for colleagues to express their
opinions. For an accused individual, opportunities are
provided for them to state their opinions or appeals in the
“Stakeholder Area”ofthe Company’swebsite.


















(IV) Has the Company established an effective
accounting system fortheimplementationof
V (IV) The Company has established an effective accounting
systemandinternalcontrolsystem. Internalauditors alsolist

No significant
deviation
  • 87 -
Evaluation item Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
ethical management, internal control
system, and the evaluation result of the risk
of dishonesty by the internal audit unit, to
formulate relevant audit plans, and check
the compliance with the plan to prevent
dishonest conduct, or entrusted an
accountant to perform the audit?
(V) Does the Company hold education and
training in ethical corporate management
inside and outside the Company on a
regular basis?
V high-risk operations as the primary inspection items of the
annual audit plan based on risk evaluation to strengthen
preventive measures. Furthermore, they shall regularly
report the audit results to the Board of Directors; and,
through the annual self-evaluation of the Company’s internal
controls, the Company departments and subsidiaries must
self-examine under the internal control system to ensure the
effectiveness of the design and implementation of the
system
and
appoint
an
accountant
to
check
the
implementation of internal controls and issue an internal
accounting
control
proposal,
thereby
fulfilling
the
responsibility of honest management.
(V) The Company formulates education and training plans
every year for targeted individuals, including new recruits
and current employees. The content includes professional
functions and general on-the-job education. During classes
or internal meetings, we conduct advocacy or case sharing
on ethical management to make employees understand the
meaning and importance of honest management and
implement it in daily work.
We assign dedicated personnel to participate in ethical
management education and training courses organized by
competent authorities or external professional institutions. In
addition,we plan relevantinternaltraining coursesin





















  • 88 -
Evaluation item Status (Note) Status (Note) Status (Note) Status (Note) Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
accordance with actual business needs every year,
improving colleagues’ awareness of legal compliance
through education and training so as to reduce the risk of
violations of the law in business conduct.


Time Training unit Course content Duration
(Hours)
Number of
participants
2022/02/17 President’s
Office
Corporate
Governance:
Ethical
Management
Advocacy
0.5 5
2022/03/22 Board
of
Directors
Discussion
unit

Advocacy of laws
and
regulations
related
to
directors
and
independent
directors
(including
the
prohibition
of
insider
trading
and legal liability
for
violating
regulations)









0.5
9
  • 89 -
Evaluation item Status (Note) Status (Note) Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
Time Training unit Course content Duration
(Hours)
Number of
participants
No significant
deviation
2022/08/08 Management
Office

Corporate
Governance:
Ethical
Management
Concept Advocacy
1.0 7
2022/08/17 President’s
Office
Prohibition of
insider trading and
legal liability for
violating
regulations
1.0 6
2022/09/14 President’s
Office
Advocacy of
Corporate Ethical
Management
Practice Cases
0.5 7
III. Operation of the Company’s Reporting
System
(I) Has the Company put in place a specific
whistleblowing and reward system,
established a convenient reporting channel,
and assigned appropriate personnel to deal
with whistleblowing?
V (I) The Company has established and announced an
independent internal reporting mailbox on the Company’s
website and internal website for use by the Company’s
personnel, and has assigned the Audit Office as the
responsible unit. For reports of dishonesty or misconduct, a
bonus of up to NT$3,000 will be given according to the
seriousness of the report. Insiders making false or malicious
accusations shall be subject to disciplinary action and shall
be dismissedifthe circumstance are serious.








No significant
deviation
  • 90 -
Evaluation item Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
(II) Has the Company established standard
operating procedures for accepting
complaints, follow-up measures to be taken
after the investigation is completed, and
relevant confidentiality mechanisms?
(III) Has the Company taken measures to
protect whistleblowers from retaliation due
to reporting?
V
V
(II) In accordance with the provisions of Article 23 of the
Company’s “Ethical Corporate Management Best Practice
Principles” and Article 21 of the “Behavioral Guidelines for
Ethical Management Operating Procedures”, records are
kept and preserved for the acceptance, investigation
process, and results of whistleblowing cases. The identity
and content of the whistleblower shall be kept strictly
confidential. If major violations are found, a report shall
immediately be made and notification given to the
independent director or supervisor in writing. There were no
such instances in the Company in 2022.
(III) In accordance with the provisions of Article 23 of the
Company’s “Ethical Corporate Management Best Practice
Principles” and Article 21 of the “Behavioral Guidelines for
Ethical Management Operating Procedures”, the identity of
the whistleblower and the content of the whistleblowing shall
be kept confidential, and the whistleblower shall not be
subject to improper treatment for whistleblowing.















IV. Strengthening Information Disclosure
Has the Company on its website and on the
Market Observation Post System, disclosed
the content and promotioneffectiveness of


V
The
Company
has
formulated
the
Ethical
Corporate
Management Best Practice Principles, and after reporting to the
shareholders’ meeting, relevant information is disclosed on the
Company’swebsite and theMarket Observation Post System.



No significant
deviation
  • 91 -
Evaluation item Status (Note) Status (Note) Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
its Ethical Corporate Management Best
Practice Principles?
The Company discloses its ethical management policies and
implementation thereof in its internal rules, annual reports, on
the company’s websites, and in other promotional materials, and
makes timely announcements of the policies in events held for
outside parties such as product launches and investor press
conferences, in order to make its suppliers, customers, and other
business-related institutions and personnel fully aware of its
principles and rules for ethical management. Sincerity and
Diligence stands as the Company’s most important core value
and business philosophy. Employees must abide by clear ethical
standards and conduct of character with commitments to the
original manufacturers, customers, employees, shareholders,
and society, and do their utmost to take the interests of all related
partiesinto account.












V. If the Company has established the Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe the difference between its operation and the
principles: The Company has established the Ethical Corporate Management Best Practice Principles and complies with laws and
regulations, and there arenomajordifferences.
VI. Other information that enables a better understanding of the Company’s ethical corporate management: (for example, the Company’s
review and revision of the Ethical Corporate Management Best Practice Principles, etc.):
1.
The Company has formulated the “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical
Management and Guidelines for Conduct”. In order to align it with the establishment of the Audit Committee to replace supervisors,
adjustments were made to the relevant content with approval of the Board of Directors on March 22, 2022, and it was reported to
the shareholders’ meeting on June 14, 2022.
2.
The Companyhasformulated the“ManagementProceduresforthePreventionof Insider Trading”, prescribing directors,managers,
  • V. If the Company has established the Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”, please describe the difference between its operation and the principles: The Company has established the Ethical Corporate Management Best Practice Principles and complies with laws and regulations, and there are no major differences.

  • VI. Other information that enables a better understanding of the Company’s ethical corporate management: (for example, the Company’s review and revision of the Ethical Corporate Management Best Practice Principles, etc.):

  • The Company has formulated the “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct”. In order to align it with the establishment of the Audit Committee to replace supervisors, adjustments were made to the relevant content with approval of the Board of Directors on March 22, 2022, and it was reported to the shareholders’ meeting on June 14, 2022.

  • 92 -

Evaluation item Status (Note) Status (Note) Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Yes No Summary description
and employees not to disclose financial and business information related to the Company that has a material impact on the price of
the Company’s stock, or information that has a significant impact on the investment decisions of legitimate investors. Within
eighteen hours of the news being withdrawn or made public, they are not allowed to buy or sell the Company’s stocks listed on the
market ortradedinthe business premises ofsecurities companies orothersecuritieswithanequitynature.
  • (VII) If the Company has established the Corporate Governance Best Practice Principles and the related regulations, it should disclose how to inquire about such principles: Please refer to the investor information/corporate governance related information on the Company’s website for details (http://www.welltend.com.tw).

  • (VIII) Other important information that is sufficient to enhance the understanding of corporate governance and operational conditions must be disclosed together:

  • In order to establish a good internal material information processing and disclosure mechanisms of the Company, and to strengthen the prevention of insider trading, protect investors, and safeguard the rights and interests of the Company, the Company has formulated the “Procedures for Handling Material Inside Information” and “Management Procedures for the Prevention of Insider Trading” for insiders to follow.

  • The Company’s website has a corporate governance section providing corporate governance-related regulations for reference by internal and external parties, and which disclose important information in a timely manner.

  • 93 -

  • (IX) Implementation status of the internal control system should be disclosed in the following matters:

  • Statement of Internal Control:

Welltend Technology Corporation Internal Control System Statement

Date : March 23, 2023

For the Company’s Internal Control System of 2022, the following is hereby declared based on the results of self-assessment:

  • I. The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system is the responsibility of the Board of Directors and managerial officers of the Company. The Company has established such a system. The purpose of the system is to reasonably ensure achievement of the effectiveness and efficiency of operations (including profits, performance, and protecting the security of assets), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

  • II. An internal control system has inherent limitations. No matter how perfect the internal control system is, it can only provide a reasonable assurance of the fulfillment of the three objectives referred to above. Moreover, the effectiveness of the internal control system could be affected by changes of the environment and circumstances. However, the Company’s internal control system has a self-supervision mechanism. Once a missing element is recognized, the Company takes corrective action.

  • III. The Company examined the design and effective implementation of its internal control system according to the criteria prescribed in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (called the “Regulations below”). The “Regulations” divide internal control into five constituents in line with the process of management control: 1. Control environment, 2. Risk assessment, 3. Control operation, 4. Information and communication, and 5. Supervision. Each constituent contains several criteria. Please refer to the “Regulations” for more details. The Company has evaluated the effectiveness of the design and implementation of its internal control system in accordance with the above criteria.

  • IV. The Company has adopted the said criteria to validate the effectiveness the design and implementation of its internal control system.

  • V. Based on the assessments described above, the Company considers the design and implementation of its internal control system to be effective as at December 31, 2022. This system (including supervision and management of subsidiaries) has provided assurance with regards to the Company’s business results, target accomplishments, reliability, timeliness and transparency of reported financial information, and its compliance with relevant laws.

  • VI. This Statement of Declaration will be the major content of the annual report and prospectus of the Company and will be publicly disclosed. The Company shall be held liable for misrepresentation or nondisclosure in the above content, in accordance with Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This Statement has been approved by the Company’s Board of Directors at the meeting held on March 23, 2023, at which this Statement was unanimously endorsed by all 9 attending directors without any opposing opinions.

Welltend Technology Corporation

Chairman: Yun-Teng Chang President: Hsiang-Yu Wang l

  1. If a CPA is retained for the conduct of the internal audit system, disclose the

  2. 94 -

Auditor’s Report: None.

  • (X) In the most recent year and as of the date of publication of the annual report, if the Company and its internal personnel have been disciplined according to law, or if the Company has disciplined its internal personnel for violating the provisions of the internal control system, the content of the disciplinary measures shall be listed, as well as the main deficiencies and improvements: None.

  • (XI) In the most recent year and as of the date of publication of the annual report, important resolutions of the shareholders’ meeting and Board of Directors: Important Resolutions and Implementations of the 2022 General Meeting of Shareholders:

Date Resolution Implementation
2022/6/14 Approval of the 2021 business
report and financial
statements.
Implemented following the meeting’s
approval
Approval of the 2021 profit
distribution
The resolution was completed to set the
ex-dividend reference date as August 31,
2022. The distribution and payment of
cash dividends and stock dividends were
completed onSeptember30,2022.
Amendment of the Company’s
Articles of Incorporation
Sent to the Ministry of Economic Affairs to
complete the change registration following
thevote.
Amendment of the Company’s
“Measures for Loans and
Endorsements/Guarantees”
Implemented following the meeting’s
approval
Amendment of the Company’s
“Measures for Acquiring or
Disposing of Assets”
Implemented following the meeting’s
approval
Re-election of directors Sent to the Ministry of Economic Affairs to
complete the change registration following
the election.
Lifting of non-compete
obligations ondirectors
Implemented following the meeting’s
approval

In 2022 and as of the printing date of the annual report, important resolutions of the Board of Directors:

Date Importantresolution
2022/1/18 1. Approved the Remuneration Committee’s deliberation on the distribution of
directors andmanagers’bonusesin 2021
2022/3/22 1. Approved the review of the Company’s 2021 employee remuneration,
distribution of directors’ and supervisors’ remuneration, new manager
positions, and remuneration changes.
2. Approved the Company’s 2021 self-prepared annual financial statements.
3. Approved the Company’s 2021 annual business report and financial
statements.
4. Approved the Company’s 2021 profit distribution proposal.
5. Approved the Company’s 2021 profit distribution cash dividend proposal.
6. Approved the Company’s capitalization of retained earnings and issuance of
newshares.
  • 95 -

  • Date Important resolution 7. Approved the Company’s 2021 Internal Control System Statement. 8. Approved the amendment of the Company’s Articles of Incorporation. 9. Approved the amendment of the Company’s “Rules of Procedure for Shareholders’ Meetings”.

    1. Approved the amendment of the Company’s “Procedures for Election of Directors”.

    2. Approved the amendment of the Company’s “Measures for Loans and Endorsements/Guarantees”.

    3. Approved the amendment of the Company’s “Measures for Acquiring or Disposing of Assets”.

    4. Approved the amendment of the Company’s “Code of Procedures of the Board of Directors”.

  • Approved the amendment of the Company’s “Corporate Governance Best Practice Principles”, “Ethical Corporate Management Best Practice Principles”, “Code of Ethical Conduct” and “Procedures for Ethical Management and Guidelines for Conduct”.

  • Approved the amendment of the Company’s “Corporate Social Responsibility Best Practice Principles”.

  • Approved the establishment of the Company’s “Audit Committee Organizational Rules”.

  • Approved the application for a working capital loan from CTBC Bank and the provision of joint and several guarantees for affiliated companies.

  • Approved the transfer and replacement of CPAs. 19. Approved the Company’s plan to invest indirectly in mainland China. 20. Approved the full re-election of directors. 21. Approved the lifting of non-compete obligations on new directors. 22. Approved the nomination period for candidates for directors and independent directors, the number of candidates, and the acceptance premises.

  • Approved the nomination and review of the list of candidates for directors and independent directors by the Board of Directors.

  • Approved the establishment of the time, venue, and agenda for the 2022 General Meeting of Shareholders.

  • Approved the application for a working capital loan from the Shipai Branch of First Commercial Bank and the provision of joint and several guarantees for

2022/5/10 affiliated companies.

  1. Approved the appointment of the Corporate Governance Officer.

2022/6/14 1. Approved the election of the new chairperson. 1. Approved the Company’s financial statements reviewed by accountants in the second quarter of 2022.

  1. Approved the appointment of the Remuneration Committee members. 3. Approved the determination of the reference date for the capitalization of

2022/8/9 retained earnings allotment and shareholder dividend distribution. 4. Approved the amendment of the Company’s “Regulations Governing Establishment of Internal Control Systems”.

  1. Approved the application for a working capital loan from the Tienmu Branch of Mega Commercial Bank.

  2. Approved the determination of the reference date for the capitalization of employee compensation.

2022/8/18 2. Approved the formulation of the “Measures for Remuneration of Directors and Managers” by the Remuneration Committee of the Company.

  1. Approved the review of employee remuneration distribution for managers in

  2. 96 -

Date Importantresolution
2021 by the Remuneration Committee of the Company.
4. Approved the review made by the Company’s Remuneration Committee and
the changes in manager salaries.
5. Approved the Company’s Remuneration Committee’s review of the
remunerationof independent directors.
2022/11/8 1. Approved the Company’s financial statements reviewed by accountants in
the third quarter of 2022.
2. Approved the Company’s 2023 audit plan.
3. Approved the amendment of the Company’s “Code of Procedures of the
Board of Directors”.
4. Approved the amendment of the Company’s “Board of Directors
Performance Evaluation Measures”.
5. Approved the discussion of the Company’s 2023 annual business plan and
future business direction.
6. Approved the amendment of the Company’s “Procedures for Handling
Material Inside Information”.
7. Approved the discussionofthe Company’s2023 budget.
2023/1/10 1. Approved the Company’s 2023 audit fees and accountant appointment.
2. Approved the Remuneration Committee’s deliberation on the distribution of
directors andmanagers’bonusesin 2022
2023/3/23 1. Approved the review of the Company’s 2022 employee remuneration,
distribution of directors’ and supervisors’ remuneration, new manager
positions, and remuneration changes.
2. Approved the Company’s 2022 self-prepared annual financial statements.
3. Approved the Company’s 2022 annual business report and financial
statements.
4. Approved the Company’s 2022 profit distribution proposal.
5. Approved the Company’s 2022 profit distribution cash dividend proposal.
6. Approved the Company’s 2022 Internal Control System Statement.
7. Approved the application for a working capital loan from CTBC Bank and the
provision of joint and several guarantees for affiliated companies.
8. Approved the transfer and replacement of CPAs.
9. Approved the establishment of the time, venue, and agenda for the 2023
General Meeting ofShareholders.
  • (XII) In the most recent year and as of the date of publication of the annual report, the major contents of the opposition to or qualified opinions expressed by directors or supervisors about the significant resolutions passed by the Board of Directors that have been any recorded or declared in writing: None.

  • (XIII) In the most recent year and as of the date of publication of the annual report, summary of resignation or relief from office of the chairperson, president, chief accountant, chief financial officer, chief internal auditor, corporate governance officer, and chief R&D Officer of the Company: No such situation.

  • 97 -

IV. Information on CPA professional fees:

Information on payment to CPAs of the Company

Unit: NT$ thousand Unit: NT$ thousand
Name of
CPA firm
CPA audit period Name of
Independent
Auditor
Auditing
fee
Non-auditing
fee
Total Remarks
KPMG
Taiwan
2022/01/01
~
2022/12/31
Yi-Wen Wang 2,869 320 3,189 Non-audit fees
service
content:
Audit
certification for
profit-seeking
enterprise
income tax
settlement.
Service fees
for
capitalization
of retained
earnings and
employee
remuneration.
2022/01/01
~
2022/12/31
Yiu-Kwan Au
  • (I) If the accounting firm is changed and the accounting fees during the year when the accounting firm is replaced are less than the previous year, the amount of audit fees before and after the replacement should be disclosed and reasons thereof: No such situation.

  • (II) If the audit fees are reduced by more than 10% compared with the previous year, the amount, proportion and reasons for the reduction in the audit fees shall be disclosed: No such situation.

  • 98 -

  • VI. Information on change in accountants: If the Company has changed its accountants in the last two years and thereafter, the following should be disclosed:

  • (I) About previous CPAs

Date ofchange March 22,2022 March 22,2022 March 22,2022 March 22,2022 March 22,2022
Reason of change
and description
Due to adjustments of the internal positions of KPMG, from
the first quarter of 2022, the CPAs changed from Yi-Wen
Wang and Jui-Lan Luo toYi-Wen Wang andYiu-Kwan Au.
Description on
whether or not the
appointer or CPA
terminated or refused
the appointment
Contractual party
Status
Accountant Appointer
Voluntary termination
ofappointment
- -
No longer accepted
(continued)
appointment
- -
Comments and
reasons for audit
reports other than
unqualified opinions
issued in the last two
years
None
Whether there is any
disagreement with
the issuer
Yes Accounting principle or practice
Financialstatement disclosures
Audit scope orstep
Others
None V
Explanation
Other disclosures
(contents required for
disclosure according
to Subparagraphs
1-4 to 1-7 of
Paragraph 6 of
Article 10 of this
Standard)

None
  • 99 -

(II) About succeeding CPAs

About succeeding CPAs
Firm Name KPMGTaiwan
Name ofCPAs CPA Yi-Wen Wang and CPA Yiu-Kwan Au
Date ofappointment March 22,2022
Accounting treatment methods
or accounting principles for
specific transactions, and
advisory matters and results that
may be issued for financial
reporting priorto appointment

Not applicable
Written opinions of succeeding
CPAs different from opinions of
previous CPAs
Not applicable
  • (III) Former accountants’ reply to Article 10, Subparagraph 6, Item 1 and item 2-3 of this Standard: None.

  • VII. Where the Company’s chairperson, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed: No such situation.

  • 100 -

VIII. In the most recent year and as of the date of publication of the annual report, information about the shares transferred by and changes to the shares pledged by the directors, supervisors, managers and the shareholders holding more than 10% of shares:

(I) Changes in equity of the Directors, Managers and major shareholders:

Occupational
title
Name 2022 2022 In current period to April 15,2023 In current period to April 15,2023
Change in the
quantity of
shareholding
Change in the
quantity of
shares under
lien
Change in the
quantity of
shareholding
Change in the
quantity of
shares under
lien
Chairman Yun-Teng Chang 94,092 0 0 0
Director Hsuan-Bin Kuo 30,000
(30,000)
0 0 0
Director Hung-Liang Hsieh 41,850 0 0 0
Director Kuei-Yu Chang 57,523 0 0 0
Director Hsiu-Li Chen (Note 1) 22,215 0 0 0
Director(Note 1) Year Jan Industrial Co.,
Ltd.
324,834 0 0 0
more than 10% of
the shares
Independent
Director
Meng-Chung Wu 6,800 0 8,200 0
Independent
Director
Chang-Kuo Feng(Note 1) 0 0 0 0
Independent
Director
Ching-Ju Wu (Note 1) 0 0 0 0
President Hsiang-Yu Wang 10,000 0 0 0
President of
Business Group
Jia-Xiang Lin 24,800 0 2,000 0
Senior Vice
President
Yu-Da Xin 7,753 0 0 0
Vice President Zhi-Xian Zhu 4,954 0 0 0
Senior Associate
Manager
Lin-Cing Hu 3,200 0 0 0
Financial
Supervisor
Wen-Pin Chen 5,750 0 0 0
Associate
Manager
Jheng-Rong Chang
(Note 2)
22,150 0 14,000 0
Corporate
Governance
Officer
Yi-Lun Pan (Note 3) 1,000 0 0 0
Director Shih Chieh Wei Co., Ltd.
(Note 4)
0 0 0 0
Director Yu-I Ko (Note 4) 0 0 0 0
Director Wei Yi Investment Co.,
Ltd.(Note4)
0 0 0 0
Supervisor C.H. Chen (Note 4) 40,000 0 0 0
Supervisor Hsan-Au Wu (Note 4) 0 0 0 0
Independent
Director
Tine-Shi Keo (Note 4) 0 0 0 0
Senior Vice
President
Guan-Yu Lin (Note 5) 0 0 0 0

Note 1 : Took office on June 14, 2022. Note 4 : Dismissed on June 14, 2022. Note 2 : Took office on March 22, 2022. Note 5 : Resigned on April 30, 2022. Note 3 : Took office on May 10, 2022.

  • 101 -

  • (II) Information about the assignees of shares who are related parties: No such situation

  • (III) Information about the pledgees of shares who are related parties: No such situation

  • 102 -

IX. Information about the relationships among top ten shareholders, such as related parties, spouses or relatives within the second degree of kinship

Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding Information on the relation of the top10 shareholders by proportion of shareholding
Name Holding of share by the person Quantity of shareholding by
spouse and underage
children
Joint holding of share in
the name of a third party
If the top 10 shareholders by
proportion of shareholding
are related parties, spouse,
kindred within the 2nd tier to
one another, specify the
names and relation.
Remark
Quantity of
shares
Proportion of
shareholding
Quantity
of shares
Proportion of
shareholding
Quantity
of shares
Proportion of
shareholding
Title (or
name)
Relation
Year Jan Industrial
Co., Ltd.
Representative:
JHANG KE JIN
CYUE
11,152,634
10,300
11.63%
0.01%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
JIA YU
INVESTMENT
CO. LTD
JHANG KAI YA
CHANG KUEI YU
YUN TENG
CHANG
same person in
charge
first degree
relative
-
-
JIA YU
INVESTMENT
CO. LTD
Representative:
JHANG KE JIN
CYUE
9,485,167
10,300
9.89%
0.01%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
Year Jan
Industrial Co.,
Ltd.
JHANG KAI YA
CHANG KUEI YU
YUN TENG
CHANG
same person in
charge
first degree
relative
-
-
JU SHENG
INVESTMENT
CO. LTD
Representative:
WANG SHENG
JHONG
8,842,241
0
9.22%
0.00%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
None
None
None
None
-
Wei Yi Investment
Co., Ltd.
Representative:
KO YU I
7,792,774
1,672,278
8.13%
1.74%
0
0
0.00%
0.00%
0
0
0.00%
0.00%
None
None
None
None
-
-
SHIH CHIEH WEI
CO. LTD
Representative:
CHANG KUEI YU
7,768,421
1,974,973
8.10%
2.06%
0
210,000
0.00%
0.22%
0
0
0.00%
0.00%
CHANG KUEI
YU
JHANG KAI YA
CHANG KUEI
YU
SHIH CHIEH
WEI CO. LTD
Representativ
e
second
degree
relative
first degree
relative
-
-
JHANG KE JIN
CYUE
YUN TENG
CHANG
3,230,492 3.37% 27,810 0.03% 0 0.00% JHANG KAI YA second
degree
relative
-
CHANG KUEI
YU
JHANG KE JIN
CYUE
first degree
relative
KE YOU FEN 2,781,000 2.90% 0 0.00% 0 0.00% None None -
JHANG KAI YA 2,265,279 2.36% 0 0.00% 0 0.00% YUN TENG
CHANG
second
degree
relative
-
CHANG KUEI
YU
JHANG KE JIN
CYUE
first degree
relative
CHANG KUEI YU 1,974,973 2.06% 210,000 0.22% 0 0.00% YUN TENG
CHANG
second
degree
relative
-
JHANG KAI YA
JHANG KE JIN
CYUE
first degree
relative
SHIH CHIEH
WEI CO. LTD
SHIH CHIEH
WEI CO. LTD
Representative
KO YU I 1,672,278 1.74% 0 0.00% 0 0.00% Wei Yi
Investment Co.,
Ltd.
Wei Yi
Investment Co.,
Ltd.
Representative
-
  • 103 -

  • X. The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the Company:

Comprehensive Shareholding Ratios

December31,2022/Unit:Shares; % December31,2022/Unit:Shares; % December31,2022/Unit:Shares; % December31,2022/Unit:Shares; % December31,2022/Unit:Shares; % December31,2022/Unit:Shares; %
Investees (Note) The Company’s
investment
Investment by directors,
supervisors, managers
and directly or indirectly
controlled businesses
Comprehensive
investment
Number of
shares
Shareholding
percentage
Number of
shares
Shareholding
percentage

Number of
shares
Shareholding
percentage
A Team Tech Inc. 500,000 100% - - 500,000 100%
JIUN TAI
CORPORATION
LIMITED
59,920,000 100% - - 59,920,0000 100%
Celeraise Investment
Limited
50,299,832 99.9997% 168 0.0003% 50,300,000 100%
Celeraise Technology
Corporation
3,000,000 100% - - 3,000,000 100%
Leadpak Industrial Co.,
Ltd.
2,981,000 99.36% - - 2,981,000 99.36%
Yield Profit International
Enterprise Limited
- - 15,600,000 100% 15,600,000 100%
Jet Success Technology
Development Limited
- - 7,800,000 100% 7,800,000 100%
Minshi Computer
Technology (ShanghaI)
Co., Ltd.
- - - 100% - 100%
Celeraise (ShanghaI)
Electronic Co., Ltd.
- - - 100% - 100%
Kunshan Celeraise
Electronic Co., Ltd.
- - - 100% - 100%
Shenzhen Celeraise
Electronic Co., Ltd.
- - - 100% - 100%
Zhan Mao (Huizhou)
Electronic Co., Ltd.
- - - 100% - 100%
Celeraise Electronic
Corporation (Philippines)
399,995 99.995% 5 0.005% 400,000 100%
Celeraise (Thailand)
Co., Ltd.
18,274,997 99.9997% 3 0.0003% 18,275,000 100%

Note: Investment made by the Company using the equity method.

  • 104 -

Four.

Status of Fundraising

I. Capital and Shares

(I) Sources of equity:

(1)

(1) (1)
Unit: Shares/ NT$thousand
Year
Month
Issuing
price
Authorized share capital Paid-incapital Notes
Number of
shares
Amount Number of
shares
Amount Source of share
capital
Property other
than cash
contributed as
equity capital
Others
1993/6 10 1,000,000 10,000 1,000,000 10,000 Cash
establishment
None -
1997/6 10 4,000,000 40,000 4,000,000 40,000 Cash capital
increase 30,000
None -
1998/6 10 24,000,000 240,000 9,000,000 90,000 Cash capital
increase 50,000
None -
1998/8 10 24,000,000 240,000 10,000,000 100,000 Cash capital
increase 10,000
None -
1999/2 10 24,000,000 240,000 15,000,000 150,000 Cash capital
increase 50,000
None -
1999/5 27 24,000,000 240,000 18,000,000 180,000 Cash capital
increase 30,000
None -
1999/7 10 24,000,000 240,000 23,040,000 230,400 Capitalization of
retained
earnings 50,400
None 1999/6/30 (1999)
Tai-Cai-Zheng-(I)
No.57622
1999/12 18 40,000,000 400,000 28,000,000 280,000 Cash capital
increase 49,600
None 1999/11/6 (1999)
Tai-Cai-Zheng-(I)
No.97059
2000/7 10 60,000,000 600,000 40,650,000 406,500 Capitalization of
retained
earnings and
capitalization of
capital reserves
126,500
None 2000/7/12 (2000)
Tai-Cai-Zheng-(I)
No. 59969
2001/5 10 110,000,000 1,100,000 66,272,800 662,728 Capitalization of
retained
earnings and
capitalization of
capital reserves
256,228
None 2001/5/23 (2001)
Tai-Cai-Zheng-(V)
No. 132164
2002/1 92.9 110,000,000 1,100,000 66,387,472
663,875

Exchange of
corporate bonds
for new shares
1,147
None 2002.01.09
Jing-Shou-Shang-
Zi No.
09101005350
2002/3 106.25 110,000,000 1,100,000 68,601,376
686,014

Transferee
company to
issue new
shares 22,139
None 2002/3/19 (2002)
Tai-Cai-Zheng-(I)-
Zi No. 109910
2002/5 91.10 110,000,000 1,100,000 70,486,624 704,866 Exchange of
corporate bonds
for new shares
18,852
None 2002.05.03
Jing-Shou-Shang-
Zi No.
09101155350
2002/9 10 150,000,000 1,500,000 95,770,611 957,706 Capitalization of
retained
earnings
252,840
None 2002/8/12 (2002)
Tai-Cai-Zheng-Yi-
Zi No.
0910144734
2003/6 10 150,000,000 1,500,000 101,082,505 1,010,825 Capitalization of
retained
earnings 53,118
None 2003/6/27 (2003)
Tai-Cai-Zheng-Yi-
Zi No.
0920128570
2004/4 13.95 270,000,000 2,700,000 114,523,005 1,145,230 Exchange of
corporate bonds
None 2004.04.12
Jing-Shou-Shang-
  • 105 -
Year
Month
Issuing
price
Authorized share capital Authorized share capital Paid-incapital Paid-incapital Notes Notes Notes
Number of
shares
Amount Number of
shares
Amount Source of share
capital
Property other
than cash
contributed as
equity capital
Others
for new shares
134,405
Zi No.
09301057370
2005/10 0.8 270,000,000 2,700,000 245,023,005 2,450,230 Private
placement of
common shares
130,500 (Note 6)
None 2005.10.28
Jing-Shou-Shang-
Zi No.
09401216310
2006/8 10 270,000,000 2,700,000 24,502,300 245,023 Capital reduction
2,205,207

None
2006.8.1
Fu-Jian-Shang-Zi
No.09580305010
2007/2 10 270,000,000 2,700,000 38,116,492 381,165 Merger 136,142 None 2007.2.2
Fu-Jian-Shang-Zi
No.09680621310
2007/2 9.4 270,000,000 2,700,000 51,059,407 510,594 Private
placement
129,429 (Note 1)
None 2007.2.14
Jing-Shou-Shang-
Zi No.
09601036080
2007/4 9.4 270,000,000 2,700,000 53,259,407 532,594 Private
placement
22,000 (Note 1)
None 2007.4.24
Jing-Shou-Shang-
Zi No.
09601088370
2008/4 9.4 270,000,000 2,700,000 83,259,407 832,594 Private
placement
300,000 (Note 1)
None 2008.4.11
Jing-Shou-Shang-
Zi No.
09701086310
2009/9 10 270,000,000 2,700,000 108,259,407 1,082,594 Private
placement
250,000 (Note 1)
None 2009.09.24
Jing-Shou-Shang-
Zi No.
09801220390
2015/9 10 270,000,000 2,700,000 107,959,407 1,079,594 Treasury shares
to reduce capital
3,000

None
2015.09.04
Jing-Shou-Shang-
Zi No.
10401184710
2016/8 10 270,000,000 2,700,000 97,163,467 971,634 Cash capital
reduction
1,079,591
None 2016.08.18
Jing-Shou-Shang-
Zi No.
10501199160
2017/2 10 270,000,000 2,700,000 95,813,467 958,135 Treasury shares
to reduce capital
13,500

None
2017.03.07
Jing-Shou-Shang-
Zi No.
10601029310
2020/7 10 270,000,000 2,700,000 94,000,000 940,000 Treasury shares
to reduce capital
18,135

None
2020.07.06
Jing-Shou-Shang-
Zi No.
10901110120
2021/1 10 270,000,000 2,700,000 93,000,000 930,000 Treasury shares
to reduce capital
10,000

None
2022.01.17
Jing-Shou-Shang-
Zi No.
11101008880
2022/9 10 270,000,000 2,700,000 95,790,000 957,900 Capitalization of
retained
earnings 27,900
None 2022.09.20
Jing-Shou-Shang-
Zi No.
11101176680
2022/9 10 270,000,000 2,700,000 95,890,000 958,900 Capitalization of
employee
compensation
1,000
None 2022.09.20
Jing-Shou-Shang-
Zi No.
11101176680

Note: The private placement was completed by the supplementary public offering and declared effective on May 8, 2013, by the Financial Supervisory Commission as per Letter Jin-Guan-Zheng-Fa-Zi No. 1020016192.

  • 106 -

(2)

(2)
Class of
shares
Authorized share capital Notes
Outstanding shares Unissued shares Total
Common
stock
95,890,000 174,110,000 270,000,000 Shares of
TWSE-listed
companies

(3) Information concerning the collective reporting system: Not applicable

(II) Shareholder Structure:

April 15, 2023

April 15,2023
Shareholder
Structure
Governmen
t institutions
Financial
institutions
Other
institutions
Individuals Foreign
institutions
and nationals
Total
Number of
persons
0 0 17 6,312 18 6,347
Quantity of
shareholding
0 0 46,244,867 46,594,127 3,051,006 95,890,000
Proportion of
shareholding
0.00 0.00 48.23% 48.59% 3.18% 100%

(III) Dispersion of shareholding:

April 15, 2023

April 15,2023
Level of shareholding
(share)
Number of
shareholders
Quantity of
shareholding
Proportion of
shareholding
1 to 999 3,173 645,108 0.67%
1,000 to 5,000 2,230 4,295,269 4.48%
5,001 to 10,000 414 2,757,722 2.88%
10,001 to 15,000 178 2,020,466 2.11%
15,001 to 20,000 77 1,348,504 1.41%
20,001 to 30,000 82 1,953,228 2.04%
30,001 to 40,000 42 1,436,778 1.50%
40,001 to 50,000 31 1,384,713 1.44%
50,001 to 100,000 52 3,548,293 3.70%
100,001 to 200,000 32 4,505,910 4.70%
200,001 to 400,000 13 3,518,891 3.67%
400,001 to 600,000 3 1,289,450 1.34%
600,001 to 800,000 1 762,715 0.80%
800,001 to 1,000,000 4 3,835,225 4.00%
1,000,001 and above 15 62,587,728 65.26%
Total 6,347 95,890,000 100.00%
  • 107 -

(IV) List of Dominant Shareholders:

April 15, 2023

t of Dominant Shareholders: April 15,2023
Shares
Names of Dominant Shareholders
Quantity of
shareholding
Proportion of
shareholding
Year Jan Industrial Co.,Ltd. 11,152,634 11.63%
CHIA YU Industrial Co.,Ltd. 9,485,167 9.89%
CHU SHENG Industrial Co.,Ltd. 8,842,241 9.22%
Wei Yi Investment Co.,Ltd. 7,792,774 8.13%
Shih Chieh Wei Co.,Ltd. 7,768,421 8.10%
Yun-TengChang 3,230,492 3.37%
YU-FEN KO 2,781,000 2.90%
KAI-YA CHANG, 2,265,279 2.36%
Kuei-Yu Chang 1,974,973 2.06%
KO YU I 1,672,278 1.74%
  • 108 -

(V) Information about market price, net value, earnings, and dividends per share in the most recent two years:

Item Year Year Year 2021 2022 Current year up
to March 31,
2022
(Note 8)
Market price
per share
(Note 1)
Highest 33.80 25.90 22.13
Lowest 14.00 18.90 20.40
Average 24.32 22.54 21.79
Net value
per share
(Note 2)
Before distribution 13.65 15.49
After distribution 13.20 14.79
Earnings
per share
Weighted average number of shares
(thousand shares)
95,790 95,868
Earnings
per share
(Note 3)
Beforeretrospective 1.41 1.92
After retrospective 1.36 1.92
Dividend per
share
Cashdividend 0.3 0.7 Undistributed
Stock
dividend
Stock dividend from capitalization
of retained earnings
0.3 - Undistributed
Additional paid-in capital share
distribution
- - Undistributed
Accumulated unpaid dividends (Note4) - - -
Return on
investment
analysis
P/E ratio (Note 5) 17.25 11.74 -
Price to dividend ratio (Note 6) 81.07 32.20 Undistributed
Cash dividend yield (Note 7) 1.23 3.11 Undistributed
  • If there is a capital increase through capitalization of retained earnings or capital reserves, the market price and cash dividend information retrospectively adjusted according to the number of issued shares shall also be disclosed.

  • Note 1: The highest and lowest market prices of common shares for each year are listed, and the average market price of each year is calculated according to the transaction value and volume of each year.

  • Note 2: Please use the number of shares issued at the end of the year as the standard and fill in the distribution according to the resolution of the Board of Directors or the next year’s shareholders’ meeting.

  • Note 3: If retrospective adjustment is required due to gratis allotment of shares, etc., earnings per share before and after the adjustment should be presented.

  • Note 4: If the equity securities issuance conditions stipulate that the dividends not paid in the current year will be accumulated to the surplus year, the accumulated and unpaid dividends up to the current year shall be disclosed separately.

  • Note 5: P/E ratio = average closing price per share for the year/earnings per share.

  • Note 6: Price to dividend ratio = average closing price per share for the year/cash dividend per share.

  • Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year.

  • Note 8: The net value per share and earnings per share shall be filled with the information audited (reviewed) by CPAs for the most recent quarter up to the date of publication of the annual report. The rest of the columns should be filled with the current year’s data as of the publication date of the annual report.

(VI) Company dividend policy and implementation status:

  1. Dividend policy as set out in the Articles of Incorporation:

  2. In response to the growth of operations and investment needs, the Company has adopted the following dividend distribution principles at this stage:

The Company is in a period of business growth. The dividend policy depends on factors such as the Company’s current and future investment environment, capital needs, domestic and foreign competition conditions, and capital budgets, taking into

  • 109 -

account the interests of shareholders, balancing dividends, the Company’s long-term financial planning, and so on. In accordance with the provisions of Article 240, Paragraph 5 of the Company Act, the Company authorizes the Board of Directors to pay dividends and bonuses for all or part of the legal reserve and additional paid-in capital as provided for in Article 241, Paragraph 1 of the Company Act per resolution passed by the majority of directors present at a Board meeting attended by more than two thirds of the directors. The dividends and bonuses shall be paid by way of issuing cash, and it shall be reported to the shareholders’ meeting. Shareholders’ dividends may be distributed in cash or stock, and shareholder dividends are to be distributed to shareholders based on 0-80% of the distributable surplus for the year. The proportion of cash dividend distribution shall be no less than 10% of the total dividends. However, the cash dividend distribution ratio can still be adjusted according to the operating conditions of the current year.

  1. Proposed dividend distribution for presentation to this year’s shareholders’ meeting: The Company refers to the distribution of dividends in the past years, and in accordance with the Company’s Articles of Incorporation, the ratio of cash dividend distribution should in principle not be less than 10% of total dividends.

    • The Company was approved by the Board of Directors on March 23, 2023 to appropriate NT$67,123,000 from the 2022 earnings as cash dividends (an allocation of NT$0.7 per share). After the above resolution was passed by the Board of Directors on March 23, 2023, the Chairman was separately authorized to set the ex-dividend record date.
  2. (VII) The influence of stock dividends planned to the paid in the shareholders’ meeting of this year on the operating performance and earnings per share of the Company: Not applicable.

  3. (VIII) Remuneration of employees and directors:

    • (1) The percentage or scope of compensation for employees and directors as set out in the Articles of Incorporation:

      • If the Company has a profit for the year no less than 1% and no more than 10% shall be allocated for employee compensation by a resolution of the Board of Directors and in the form of stock or cash distributions. Distribution recipients are to include employees of affiliated companies who meet certain conditions. Out of the aforementioned profit amount of the Company, no more than 3% shall be allocated as director remuneration by a resolution of the Board of Directors.

      • Employee compensation and directors’ compensation distribution proposals shall be reported to the shareholders’ meeting.

However, when the Company still has accumulated losses, an amount for compensation should first be reserved before the remuneration of employees and the remuneration of directors is allocated according to proportions given in the first paragraph.

  • (2) The accounting of the difference between the amounts calculated on the basis of the estimation of the remuneration to the employees and directors, the calculation of shares for paying stock dividends to the employees as remuneration and the actual amount paid: No difference.

  • (3) Remuneration distribution approved by the Board of Directors:

  • Distribution of employee remuneration and director remuneration in cash or stock:

    • The Company’s 2022 distribution of earnings was approved by resolution of the Board of Directors on March 23, 2023, with the distribution as follows:
  • 110 -

Unit: NT$ dollar

Distribution
status
Distribution
item
Board of
Directors
distribution
amount
Estimated
amount of
recognized
expenses for
the year
Difference Reason
for
difference
Employee
compensation -
cash
7,700,000 7,700,000 - No
difference
Compensation
of directors and
supervisors
6,400,000 6,400,000 - No
difference
Total 14,100,000 14,100,000 - No
difference
  1. The amount of employee bonuses distributed by stocks and its proportion to the total after-tax net profit and total employee bonuses in the parent company-only financial report for the current period: No distribution of employee remuneration by stock is planned this year, so this is not applicable.

  2. (4) The actual payment of remuneration to the employees, directors, and supervisors in the previous year (including the number of distributed shares, amounts, and stock price); if there is a difference with the recognized amount of remuneration for employees, directors, and supervisors, the amount of the difference, the reasons and the handling should be stated:

The Company approved by resolution of the Board of Directors on March 22, 2022, and reported to the shareholders meeting on June 14, 2022; its distribution was as follows:

Unit: NT$ dollar

Distribution
status
Distribution
item
Board of
Directors
distribution
amount
Estimated
amount of
recognized
expenses for
the year
Difference Reason
for
difference
Employee
compensation -
cash
2,565,000 2,565,000 - No
difference
Employee
compensation -
stock
2,275,000 2,275,000 - No
difference
Compensation
of directors and
supervisors
4,500,000 4,500,000 - No
difference
Total 9,340,000 9,340,000 - No
difference

The number of shares allotted for employee compensation in this instance was calculated based on the closing price of NT$22.75 on the day before the resolution of the Board of Directors to issue new shares, totaling 100,000 shares, and directors’ remuneration was paid in cash.

  • 111 -

(IX) Repurchases of shares by the Company:

(1) Repurchases of shares by the Company (already completed):

May20,2023 May20,2023 May20,2023 May20,2023
Repurchase instance
number (Note)
1st instance 2nd instance 3rd instance
Purpose of repurchase Shares transferred to
employees
Shares transferred to
employees
Maintain company credit
and shareholders’ rights
and benefits
Repurchase period: 2013.12.27 - 2014.2.24 2014.11.4 -
2014.12.27
2015.7.9 - 2015.9.8
Price range of repurchase NT$8.33 - NT$16.79 NT$8.51 - NT$18.75 NT$8.51 - NT$18.75
Type and quantity of
repurchased shares
Common stock
1,500,000 shares
Common stock
2,000,000 shares
Common stock
300,000 shares
Type and quantity of
repurchased shares (after
capital reduction/Note1)
Common stock
1,350,000 shares
Common stock
1,800,000 shares
-
Amount of repurchased
shares
NT$20,148,847 NT$26,019,295 NT$3,315,805
Ratio of repurchases to
scheduled repurchases for
the amount of repurchased
shares (%)

100%
100% 100%
Number of shares
canceled or transferred
1,350,000 shares 1,800,000 shares 300,000 shares
Accumulated shares held 0 shares 0 shares 0 shares
Shares cumulatively held
to total shares authorized
for issuance (%)
0% 0% 0%

Note 1: The Company undertook a 10% cash capital reduction in 2016.

  • 112 -

Repurchases of shares by the Company (already completed)

May20,2023 May20,2023 May20,2023
Repurchase instance number (Note) 4th instance 5th instance
Purpose of repurchase Shares transferred to
employees
Maintain company credit
and shareholders’ rights and
benefits
Repurchase period: 2018.11.9 - 2019.1.7 2020.3.20 - 2020.5.19
Price range of repurchase NT$9.31 - NT$20.52 NT$7.42 - NT$21.80
Type and quantity of repurchased shares Common stock
1,000,000 shares
Common stock
1,813,467shares
Amount of repurchased shares NT$14,261,733 21,427,637
Ratio of repurchases to scheduled
repurchases for the amount of
repurchased shares (%)
100% 60.45%
Number of shares canceled or transferred 1,000,000 shares 1,813,467 shares
Accumulated shares held 0 share 0 share
Shares cumulatively held to total shares
authorized for issuance (%)
0% 0%
  • (2) Repurchases of shares by the Company (still underway): No such situation.

  • II. Issuance of corporate bonds (including overseas corporate bonds): None.

  • III. Issuance of preferred shares: None.

  • IV. Issuance of overseas depositary receipts: None.

  • V. Issuance of employee stock options: None.

  • VI. Handling of restricted employee shares: None.

  • VII. Handling of mergers and acquisitions or transfers of shares of other companies to issue new shares: None.

  • VIII. Matters to be recorded in the implementation of fund utilization plans: None.

  • 113 -

Overview of O erations p

Five.

I. Business content:

  • (I) Business scope:

  • The Company’s business scope:

    • (1) Computers, home appliances, automobiles, business equipment related components, cable sets, cables, connectors, research and development, production and sale of electronic components, and other products.

    • (2) Computer software and hardware sales, computer system and peripheral integration and sales, system construction, import and maintenance services.

  • Main sources of operating revenue and revenue distribution: The domestic consumption market continues to develop and brands, manufacturing and related industries have taken advantage of this trend. In addition to developing connectors related to electronic products, China’s major domestic manufacturers also understand the ups and downs of electronic products, and red ocean markets have low barriers to entry. On the other hand, China’s strong domestic demand for home appliances, the automobile market, and even the development needs of the aerospace industry also provide a good growth environment for related businesses. Through cooperation with automobile brand manufacturers or the acquisition of foreign technical production capacity, we can take advantage of these trends to enter the highly profitable automotive connector market.

Mainsources ofoperatingrevenue Revenue distribution
Cables and connectors 58.66%
Computer
information
system
integrationandmaintenance services

41.34%
Total 100.00%
  1. The Company’s current products and services:

  2. (1) The Company primarily constitutes a professional manufacturer that manufactures and sells cables and related component products. They are mainly used in industries such as information products, consumer electronics products, communication systems, home appliances, game consoles, automation equipment, automotive multimedia, and transactional machines. The Company produces diversified products and provides the best service quality to become the preferred supplier of customers. In recent years, we have also aimed at the application of smart home appliances, medical care, the cloud, and automotive wiring harnesses. We cooperate with leading Japanese manufacturers to enter the relevant supply chains and provide high-quality products from major brand manufacturers in Asia.

  3. (2) Computer hardware-related equipment trading (including computer workstations, storage devices, server hosts, personal computers, notebook computers, data input hosts and related application software and hardware, etc.), maintenance services and on-site services, undertaking the development of information system projects for government units and applying cloud

121

technologies to develop and maintain equipment and facility management systems related to public utilities (electricity, water, and telecommunications).

  1. New products and services under planning for development: In addition to continuing to provide customers with high-quality products to meet customer needs, the Company also continues to improve our technological level and product performance in terms of manufacturing process, quality control and testing. As we continue to achieve our long-term goals, we also spare no effort in the development of new products and actively integrate product and market information to gradually develop related products and technical services such as digital home appliances, medical care, the cloud, environmental protection and green energy industries, and automotive multimedia. Furthermore, we continue to explore the markets of Southeast Asian countries, scaling up operations based on the Company’s existing technical foundation and production management capabilities.

  2. (II) Industry overview:

  3. Current status and development of the industry:

    • (1) Cable and connector industry:

Connectors refer to connecting components used in electronic signals and power supplies. They can be used as a necessary cables for electronics, electrical appliances, computers and communications. Their industry is highly related, and they constitute an important aspect of electronic components in the information electronics industry. Cables refer to cables with connectors at both ends or at one end and in the middle is the signal transmission device of the signal cable. By means of cables, each independent subsystem can transmit electrical signals to achieve complete system functionality. The connector is the bridge between all signals. Common computer cables include keyboard cables, printer cables, ATA disk cables, monitor cables, SCSI cables, and so on. Cables for communication and information appliances include hands-free cable assemblies, automobile linkage cable assemblies, home video game hosts, cables for satellite positioning and automotive electronic computers, and so on.

Cable connectors are mainly used for signal and power transmission of various computer, communications and consumer electronics products, and computer, communications and consumer electronics products use many types and quantities of electronic cables mostly in order to align with the market launch of various information and communication products and the diversification of specifications. Since the application range of consumer electronics product cables and their assembled products have expanded to many fields such as computers, communications, and consumer electronics, and given the introduction of new electronic products, new market demand is therefore created as a result, and this also drives the rapid growth of related cables. The Company mainly produces and sells cables. The main target markets are computers and peripherals, consumer electronics, network communications, business machines, optoelectronics, smart home appliances, notebooks,

115

the automobile industry, and other industries. Products include USB cables and transmission cables used in game consoles, digital cameras, and mobile phones. Connector shipments have been driven in recent years by hot sales of smart mobile devices and the rise of various applications in medicine, biotechnology, green energy, industry, and elsewhere.

The Company is a professional manufacturer of electronic components belonging to the upstream industry of the electronics information industry. Demand for downstream products will thus affect the Company’s revenues. Connectors are all developed and produced for consumer electronics, communication systems, computers and associated peripherals, business machines, automobiles, information appliances and other multi-demand markets, and we avoid fluctuations in individual markets that affect the growth and decline of operations.

  • (2) Computer information system integration and maintenance services:

The Company’s “information service industry” is part of the high-tech industry. Over the years, the Company has adhered to the concept of “stable operations” with professional technical ability and complete marketing channels. In addition to actively obtaining product distribution rights, we also integrate downstream customers’ demand for products as we purchase from upstream manufacturers to obtain a greater price advantage. At the same time, this also makes the Company strong enough to withstand the impact of economic downturns. The overall economic environment has been recovering slowly in recent years. The Company provides high-tech information services with overall solutions according to market demand, integrating network software and hardware solutions and strengthening the professionalism of service provision to increase product profitability. With the current development of technology markets, the domestic information and peripheral equipment industries have continued to grow due to the rapid development of wireless network applications, cloud services and e-commerce, as well as the policies of businesses and government agencies to promote electronic business.

In addition to integrating the original technology and expertise, and providing the best solutions for customer needs and future planning, the Company will remain in the competitive mainstream in the future information service industry in the short term. In the long run, the operation concept of cloud computing applications will be widely used in various industries, and it will be a topic for the overall information market management team in the future. The prevalence of e-commerce and personal data protection laws will bring continuous business opportunities for information security, while the implementation of cloud computing application technology is also a part of our system integration business that cannot be ignored.

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  1. Relationships with upstream, midstream, and downstream industries: As shown below, the connector industry structure can be divided into three parts, namely upstream raw materials, midstream connector manufacturing, and downstream applications:

==> picture [405 x 308] intentionally omitted <==

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

Upstream Plastic Metal Components Cables
materials materials
Midstream Professional manufacturing of
connectors and cables/assemblies
Downstream
Medical electronics equipment industry Computer peripheral communication Mobile electronics Consumer appliances Information home systems Satellite navigation Automotive industry
----- End of picture text -----

The Company is a professional manufacturer of connectors and cables/assemblies. Situated in the midstream of the electronics industry, we affect a wide range of related industries. We mainly cover consumer electronics cables, home appliances, IT, business machines, computers and associated peripherals, and other related components. In terms of upstream materials, they are mainly metal materials and plastic materials. In terms of downstream industry applications, they are mainly computer systems and components, communication product manufacturing, computer peripheral manufacturing, and consumer electronics industries. We have long maintained a good supply-demand relationship between the upstream and downstream. 3. Each product development trend category:

The Company primarily constitutes a professional manufacturer of cables and related trading business with production lines and connector assembly combination. Connector technology is closely related to the development of electronic products, covering almost every important industry. As electronic products strive for thinner and higher speeds, both aspects require the support of connectors. Our products have a wide range of applications, mainly covering the fields of computers and associated peripherals, communication network products, multi-function OA business machines, home appliances, consumer electronics, instruments and equipment, automobile-related

117

products, and medical equipment. The main growth drivers include smartphones, tablets, and other products, as well as the rise of emerging markets driving the output value of connectors. In short, most areas of electronics require the use of connector and cable assemblies. Therefore, this product already falls under the component of electronic products with wide application therein. Moreover, diversification of product applications makes output value less susceptible to fluctuations caused by individual application industries. In addition, it is also a mature product and so steady growth will be

maintained in the future.

Over the years, global information products and communications and consumer electronics have consistently trended towards diversified functions, and thinner, shorter, and smaller appearances. Communication network products are developing towards a range of requirements such as broadband, high speed, and stable quality. Under the rapid development of connector products in the fields of downstream information, communications, consumer electronics and other fields, and in response to the strategic development of downstream manufacturers and the industrial revolution of comprehensive digitalization and high transmission, the Company’s future research and development direction will be to develop smart home appliances, smart phones, smart TVs, e-books, tablet computers, in-car infotainment devices, antenna sets for wireless communications, and green energy applications. In addition to the Company’s continuous improvement in this industry, we will also further develop and design new connectors and related line sets so that connector manufacturers can keep abreast of product application market trends and make timely launches of new products with relevant specifications. With the rapid product development and adaptability, this presents an opportunity to win optimal profits and markets. 4. Product competition:

There is a short time-to-market cycle of connector application products and the computer, communications and consumer electronics industry. Technological innovation is accelerating, and, given the rise of a new generation of smart portable products, light and thin technology products will become the future trend. In addition, there is price and technology competition among industry peers as there are many manufacturers engaged in manufacturing in related industries. As a result, all connector manufacturers will see compressed profit margins. In view of this, the Company actively strengthens its own manufacturing and R&D technology and rapid product development while strengthening the depth and intensity of customer service. We also effectively control all costs and gain a more real-time grasp of product application market dynamics. We additionally undertake timely launches of product specifications that meet market demand while actively adjusting our operational strategy, in addition to strengthening the Company’s ability to respond to market changes. We thereby become more actively market-oriented while establishing strong business relationships and actively developing new customer groups. We are strengthening the control of raw material costs and long-term cooperation with raw material suppliers to obtain more reasonable input costs in order to increase profits and reduce production costs.

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Beyond this, we are also strengthening the improvement of product yield and efficiency, reducing unnecessary costs, moving production bases to lower-cost regions in China, and trying to be adjacent to downstream customers. In addition to reducing shipping costs and delivery times, such efforts can also provide customers with timely production services as we serve nearby local clients and obtain real-time information, thereby establishing long-term strategic partnerships with customers. The related electronics industry is gathered in the Kunshan area of Jiangsu Province in eastern China because of low costs; in addition, there are some emerging industries and products, and a majority of downstream manufacturers are in the region. Therefore, the development of some related infrastructure, preferential treatment, and technology is quite stable.

  • (III) Technology and R&D overview: None.

  • Research and development expenses invested in the most recent and up to the printing date of the annual report: The Company has no research and development department; hence, there is no such situation.

  • Technologies or products successfully developed in the most recent year and as of the publication date of the annual report: No such situation.

  • (IV) Long-term and short-term business development plans:

  • Short-term development plans:

    • (1) Continue to integrate and effectively use the resources of the Group’s factories; promote the comprehensive connection of Group information to improve operational efficiency; actively and fully grasp market information to meet the diverse product needs of customers; expand operations and production scale; continue to deepen the Southeast Asian market.

    • (2) Actively participate in international business exhibitions to gain insight into the latest market dynamics, quickly collect industry intelligence, and strengthen marketing capabilities; further get in touch with high-quality customers with potential with a commitment to product diversification development and operations to expand our business niche.

    • (3) In line with the Group’s business objectives and strategies and in view of the rapid changes in the market and the short delivery time required by customers, rapid delivery has become an inevitable trend. Our primary working goals shall be efficient control of the production process, a timely grasp of online real-time information and control of delivery times, and gradual implementation of computerized production control in each factory. Actively introduce new core expertise; develop new product lines and technologies; develop in step with customers and consolidate existing long-term customers; build long-term relationships with customers and meet customer needs.

    • (4) In producing products, we will continue to develop new products and improve product quality and technical levels in addition to continuously strengthening the training of R&D personnel. We shall also strengthen the improvement of production processes, actively expanding production capacity to meet the needs of major

119

markets and with the pursuit of quality and stability as our production goals. This lets us increase the rates of automated production and mitigate the need for direct labor, thereby reducing manufacturing costs.

  • (5) Software and hardware sales and maintenance services: Strengthen new products and services; actively expand the product lines of agents and distributors; engage in innovative professional value-added services; further develop customers and cross-selling, and expand market share; establish a complete customer consultation and support service system; improve customer satisfaction. In addition to signing computer hardware equipment maintenance contracts with customers who provide system integration services to provide relevant maintenance services, the Company also actively strives for the warranty service of computer hardware equipment products for large customers.

  • Long-term development plans:

  • (1) Expand production equipment automation; increase production capacity, reduce production cost and defect rates; make production lines smoother. Furthermore, continue to integrate group resources to increase output value, providing customers with needed products in a timely manner and offering them a full range of services.

  • (2) Continue to expand market operation and product development technology, and develop multiple products, and actively seek long-term, and stable orders from customers. Moreover, continue to strengthen factory and logistics management capabilities in a stable manner, reducing inventory and improving the yield rates of product processes. Furthermore, continue to carry out talent training and retain outstanding talent in order to obtain a long-term competitive advantage in the market.

  • (3) In the future, computer manufacturers will focus operations on the operation modes of different markets; and computer markets in emerging markets have attracted considerable attention due to hardware upgrades and related preferential policies and guarantees promoted by local governments to enhance their national informatization. Therefore, emerging markets are expected to grow driven by the informatization of enterprises and governments to improve work efficiency, as well as by the goal of school education coupled with the needs for learning and work of the general public.

  • (4) With expanding scales of operations, we shall strengthen operational efficiency and management to make communicating business information to the management more efficient and timely. Furthermore, we shall strengthen our ability to collect and analyze new markets and new product data to obtain more cooperation opportunities and expand the product market sales territories.

  • (5) Information integration business still forms an important part of our revenues. The Company will establish a competitive advantage as we continue to improve core capabilities and comprehensively improve quality and exceed customer requirements. We shall deeply cultivate distribution partnerships, continuously improve service quality for customers, and improve customer satisfaction, thereby becoming an irreplaceable high-quality business partner.

120

Beyond this, the cultivation and development of information talent is also very important. The Company will continue to train professional and technical certification personnel and improve overall technical capabilities to provide customers with overall technical support and perfect after-sales service. Moreover, through the irreplaceability of our value-added services, we shall maintain the future competitiveness that has become the foundation of sustainable business operations.

     - (6) In response to the trend of cloud computing applications, information integration technologies have also produced structural changes. We plan to establish a project technology department to integrate the professional and technical IT personnel of the whole Company under one roof. In this way, resources can be managed and utilized more fully and it will be easier to train new skills. In the future, we can thus implement an overall market strategy that will focus on expanding information security and cloud virtualization. At the same time, we will also add online signoff and voice functions of the cloud network to our own process engine product BPMFlow, not only to serve existing customers but also to open up new markets.
  • II. Market, Production and Sale:

  • I. Market analysis:

    1. Main product (service) sales (provision) areas

Unit: NT$ thousand

Unit: NT$ thousand
Sales region 2022 Proportion (%)
Asiaregion 2,292,450 58.66
Taiwan region 1,615,734 41.34
Total 3,908,184 100.00
  1. Market share With the diversified development of downstream applications and the advancement of connectors in various industries, connectors and wire harnesses have become the media for power transmission and information transmission in a range of devices. The global connector industry is in a steady growth cycle, and the overall market size has basically maintained a stable growth trend and the global market is still large and growing. With years of accumulated technical and marketing experience, the Company maintains a steady growth strategy. We still have room to grow in terms of downstream applications, customer product launches and production, and future growth and declining trends of the industry.

  2. Future market supply and demand and future growth

  3. (1) The automotive industry is currently in the top three of terminal application fields in connector products. However, due to the pandemic, as well as supply chain disruptions caused by shortages of automotive chips in recent years, automotive-related connectors accounted for a slight decline in the global connector market. The communication industry constitutes a growing application category. Other larger application categories are: industrial applications, rail transit, defense, consumer electronics,

121

and other industries.

Downstream applications like smart phones, computers and other products are introduced at a faster rate. Meanwhile, emerging industries such as electric vehicles and new energy vehicles, the Internet of Things, cloud computing servers, and related computer equipment are developing rapidly. The development of the downstream application market will promote the continuous growth of the connector industry.

  • (2) From the perspective of major market regions around the world, China currently holds the largest market in the connector industry. Main manufacturers include Luxshare Precision, Foxconn, and Deren Electronics. The world’s leading companies are basically concentrated in the United States, including TE Connectivity and Ampheno. In the European market, German companies are the main manufacturers. Representative manufacturers in the Japanese market include JAE and JST.

  • (3) US manufacturers focus on high-value-added applications such as automobiles, military aerospace, and industry. The US government has launched multiple stimulus packages, and consumer confidence and purchases of durable goods such as automobiles are expected to increase. In addition, government-led manufacturing industries have returned to the US with consumption and manufacturing returning to that country as the main body of production and sales. This has attracted leading connector manufacturers to transfer high value-added products back to the US. It can be observed in recent years that the industry continues to expand its global deployment and acquisition strategies. This in turn should strengthen the high-end connector market in areas such as infrastructure construction and 5G deployment, automotive connectors, industrial control, communication, health care, aerospace, defense, and other industries. Product strategies continue to move towards high added value.

  • (4) Taiwanese manufacturers are one of the important production partners of global electronics brand manufacturers. With the introduction of new electronic products, terminal prices have fallen rapidly and related components are also facing strong pressure to survive. In recent years, industries have been horizontally consolidated and vertically integrated. The strategic trend of regional deployment thus continues. The growth of smartphones has slowed down as new products continue to be launched in mobile communications, cloud technology and other related applications, but major star goods such as iPhone still bring huge business opportunities to Taiwanese supply chain manufacturers, derived from storage, servers, peripheral device needs, or other products such as in-vehicle electronics and entertainment systems. Looking ahead, as emerging applications such as self-driving cars, drones, and robots continue to integrate software and hardware technologies, coupled with AI technology, the Internet of Things, and 5G applications becoming more intelligent, it is expected to

122

form another new market momentum that will continue to replace new business opportunities with a new wave of global applications.

  • (5) China’s domestic consumption market continues to develop and brands, manufacturing and related industries have taken advantage of this trend. In addition to developing connectors related to electronic products, China’s major domestic manufacturers also understand the ups and downs of electronic products, and red ocean markets have low barriers to entry. On the other hand, China’s strong domestic demand for home appliances, the automobile market, and even the development needs of the aerospace industry also provide a good growth environment for related businesses. Through cooperation with automobile brand manufacturers or the acquisition of foreign technical production capacity, we can take advantage of these trends to enter the highly profitable automotive connector market.

  • Competitive niche

  • (1) With the continuous development of information and computer, communications and consumer electronics industry, related products have a wide range of applications and are expanding to many fields such as computers and peripheral equipment, communication systems, home appliances, game consoles, automation equipment, and business machines. Innovation is gradually increasing in electronic products such as smartphones, smart home appliances, and consumer and communication products. Meanwhile, demand is increasing continuously for power transmission lines for computer systems and electrical appliances, and for cables for information peripheral products. The Company has accumulated substantial manufacturing experience over the years. Our optimal production system has passed TS 16949 automobile quality control system certification, ISO 9001 international quality certification, and ISO 14001 international environmental protection certification, and is a qualified professional factory as stipulated in UL safety standards. Product quality is stable and the breadth and depth of our products can meet customer needs.

  • (2) The connector and cable set forms the bridge between all signals. With the continuous development of information, communication, and other industries, related peripheral industries are gradually increasing and the product application range is quite wide. At present, it is used in computers and associated peripherals, telecommunications equipment, OA equipment, industrial machines, instruments and equipment, transportation equipment, aerospace, and medical equipment. In short, almost all fields using electricity require connector and cable assemblies. Therefore, this product already falls under the original structure of electronic products with wide application therein. Moreover, diversification of product applications makes output value less susceptible to fluctuations caused by individual application industries. In addition, it is also a mature product so steady growth will be maintained in the future.

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  • (3) In order to develop towards internationalization, the Company actively participates in international business exhibitions to expand sales reach and accurately grasp the industry market dynamics of related products, in addition to our continued cultivation of existing customers. Furthermore, we expect to establish a diversified source of application product manufacturers and are committed to product diversification development and operation to expand our business niche, thereby creating a stable source of revenue.

  • (4) In consideration of production costs, we will continue to expand overseas factories and reduce manufacturing costs while increasing market competitiveness. Moreover, we shall move close to downstream customers; in addition to reducing transportation costs and shortening customer delivery times, this helps us establish long-term cooperative relationships with customers.

  • Favorable and unfavorable factors of development prospects and countermeasures

  • (1) Favorable factors

    • A. In terms of industry development trends, connectors are important components of electronic products such as computers and associated peripherals, telecommunications equipment, OA equipment, industrial machines, instruments and equipment, and transportation equipment. Furthermore, in response to the comprehensive digitalization and the development of portable electronic products and the wireless communication industry, we will promote the development of the Company’s component products in a more favorable direction. The Company’s future research and development direction will be to develop new antenna assemblies for mobile phones, digital TVs, and wireless communications. In response to changes in the industry, and in addition to the Company’s continuous improvement in this industry, we will also further develop nanotechnology and environmental protection material design cable assemblies. Given the recovery of the global information and communication industry markets, this will drive the electronic components market. Therefore, the connector industry still has considerable room for growth.

    • B. In view of the advantages of low land and labor costs in China, large manufacturers in various countries have invested in setting up factories there. The company has successively established production bases in Shenzhen, Kunshan and Huizhou to supply the market to serve the needs of customers, and successively completed production deployment to maintain the advantages of nearby supply.

    • C. Related products are constantly being introduced with the rapid development of global information, communications, and consumer electronics products. These products are widely used in information technology, consumer electronics, automobiles, telecommunications, industry, green energy, medical and other industries. The Company has a complete product line and has been deeply involved in the field of cable components for many years, and we have accumulated abundant production experience. Our quality and technology have also earned our customers’ deepest trust.

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D. We have abundant and excellent human resources

The Company has long adhered to the concept of “joint operations and sharing of results” and attaches great importance to employee welfare to attract talented individuals. At the same time, we have implemented staff training and long-term training plans to enable employees to continuously improve their professional ability and related management skills. Moreover, the management team is entirely made up of experienced industry professionals. The Company has abundant and excellent human resources that provide a comparative advantage for its future growth.

  • (2) Unfavorable factors

  • A. Most production processes must rely on a substantial amount of labor, and high labor costs result in increased operating costs.

    • Countermeasures: To the extent permitted by transportation conditions, we shall carefully assess the investment environment and labor levels in Southeast Asia and gradually shift investment to lower wage regions for production work requiring a large amount of human resources.
  • B. Peer competition is becoming increasingly fierce as electronic product cycles become ever shorter; and in recent years, manufacturers across industries have more often adopted the competitive strategy of price-cutting and are turning to lower prices among component suppliers to reduce manufacturing costs. This compresses the latter’s profit margins and forces them to reduce their own costs even as they must still maintain their product quality.

Countermeasures: We make good use of automated production equipment and processes, increasing productivity to reduce labor costs; we strengthen employee on-the-job training to make colleagues more specialized; we strengthen production and sales coordination and management capabilities while reducing inventories; and we improve shipping efficiency and product quality to maintain customer satisfaction.

  • C. Market price competition is fierce and there are many manufacturers engaged in connector manufacturing at present. Price-cutting competition in the same industry has reduced component profit margins and earnings are getting slimmer. Countermeasures: We segment the market with diversified products or high value-added products; and for raw materials, labor, manufacturing costs and other costs, we evaluate and make improvements to maintain competitiveness.

  • D. The Company’s export ratio is high due to the interference of many uncertain factors in the international economy. Therefore, exchange rate risk has a considerable impact on the Company’s operations. Countermeasures: We receive professional consulting services provided by correspondent banks and external professionals and avoid exchange rate risk when the exchange rate is relatively volatile. Relevant personnel of the Company are also in close contact with bank professionals at all times while continually monitoring international financial

125

conditions and exchange rate developments to determine more favorable exchange timing.

  • (II) Important uses and production processes of main products:
Major product Main application Production process
Wires and
connectors
Various connectors for
computers and peripheral
equipment, general
communication systems,
home appliances, game
consoles, automation
equipment, automotive
multimedia, business
machine cables,
consumer and
communicationproducts.
1.
Product design
2.
Mold development
3.
Electronics assembly
4.
Quality inspection
5.
Storage
6.
Shipping

(III) Supply status of primary goods:

Main material Supplier Supply status
Plastic pellets Supplier A, Supplier B Stable, good
Terminals Supplier C, Supplier D Stable, good

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(IV) List of main purchase and sales customers in the last two years:

(1) Purchase:

Information on major suppliers in the last two years

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
2021 2022 2023 up to the prior quarter
Item Name Amount Percentage
of total
annual net
purchases
(%)
Relationship
with issuer

Name
Amount Percentage
of total
annual net
purchases
(%)
Relationsh
ip with
issuer
Name Amount Proportion of net
purchases in the
current year up
to the prior
quarter(%)


Relations
hip with
issuer
1 Supplier A 374,831
17

None
Supplier A 361,118
15

None
Supplier A 39,541 None
Others 1,865,036
83

-
Others 2,073,870
85

-
Others 383,270
91

-
Net
purchase
2,239,867
100

-
Net
purchase
2,434,988
100

-
Net
purchase
422,811
100

-

(2) Sales:

Information on major sales customers in the last two years

Unit: NT$ thousand

2021 2021 2021 2021 2022 2022 2022 2022 2023 up to the prior quarter 2023 up to the prior quarter 2023 up to the prior quarter 2023 up to the prior quarter
Item Name Amount Percentage
of total
annual net
sales (%)
Relationshi
p with
issuer
Name Amount Percentag
e of total
annual net
sales (%)

Relations
hip with
issuer
Name Amount Proportion of
the net value of
discontinued
products in the
current year up
to the prior
quarter (%)



Relationsh
ip with
issuer
1 customers A 373,767
11

None
customers A 435,891
11

None
customers
A
72,152 None
2 Others 2,999,670
89

-
Others 3,472,293
89

-
Others 673,834
90

-
Net sales 3,373,437
100

-
Net sales 3,908,184
100

-
Net sales 745,986
100

-

134

(Ⅴ) Table of production value and volume in the most recent two years:

Unit: Thousanditems/NT$/NT$ thousand Unit: Thousanditems/NT$/NT$ thousand Unit: Thousanditems/NT$/NT$ thousand Unit: Thousanditems/NT$/NT$ thousand Unit: Thousanditems/NT$/NT$ thousand Unit: Thousanditems/NT$/NT$ thousand
Year
Production
value
Principal
product
(ordepartment)
2021 2022
Production
capacity
Production
yield

Production
value

Production
capacity

Production
yield

Production
value
Cables and connectors 269,390 283,569 1,872,246 215,871 227,233 1,977,948
Total 269,390 283,569 1,872,246 215,871 227,233 1,977,948

(VI) Sales volume in the last two years

Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand Unit: Thousanditems/NT$thousand
Year 2021 2022
Sales value Domestic sales Exports Domestic sales Exports
Principal
product
Volume Value Volume Value Volume Value Volume Value
Cables and
connectors
- 268,766 2,116,717 - - 232,344 2,292,450
Others - 1,256,721 - 1,615,734
Total - 1,256,721 268,766 2,116,717 - 1,615,734 2,292,450

III. Information of employees in the latest two years and as of the publication date of the annual report:

nual report: nual report: nual report: nual report: nual report:
Year 2021 2022 The current year
up to May 20, 2023
Number of
employees

Indirect employees
553 494
515

Direct employees
1,103 1,169
1,315
Total 1,656 1,663 1,830
Average age 35.4 35.8 35.2
Averageyears of service 3.7 4.0 3.9
Education
distribution
ratio
Ph.D. 0 0 0
Master’s degree 0.72 0.84 0.66

College and university
20.05 17.38 15.74
High school 49.82 51.65 56.39
Below high school 29.41 30.13 27.21

128

  • IV. Environmental protection expenditure information: In the most recent year and as of the date of publication of the annual report, losses due to environmental pollution: No such situation.

  • V. Labor-Management Relation:

  • (I) Various employee welfare measures, continuing education, training, retirement systems and their implementation status and agreements between labor and management and various employee rights protection measures:

    1. Employee benefit measures:

      • (1) In addition to handling statutory insurance in accordance with relevant government laws and regulations, the Company further plans employee group insurance and annual health checkups to protect the health and safety of employees, and all related expenses are borne by the Company.

      • (2) The Company established the Employee Welfare Committee in accordance with the law. The Employee Welfare Committee is elected by the employees to represent all the employees. It prepares a budget every year to implement various benefits, with a range of subsidies given to employees for marriage, funerals, and childbirth; and it regularly handles various travel activities for employees as well as birthday parties, departmental dinners, and New Year’s gifts and other activities to balance employees in mind and body and strengthen camaraderie among them.

      • (3) In accordance with the annual performance appraisal of employees, annual bonuses are issued to encourage personnel; and, in accordance with provisions the Company’s Articles of Incorporation, employee dividends are shared and employee momentum is gathered while ensuring that both labor and management share in profits and losses.

    2. Retirement system and implementation: The Company obtained the approval of the Taipei City Labor Bureau on November 21, 2011, to officially settle employees under the prior seniority before July 1, 2005, in accordance with the “Labor Retirement Measures”. Therefore, under the Company’s current retirement system, seniority is calculated from July 1, 2005, and in accordance with the relevant provisions of the government’s “Labor Retirement Regulations”, with the exception of “defined contribution plans”. At the same time, 6% of the employee salaries is allocated to the personal pension accounts every month.

    3. Staff continuing education and training and implementation: The Company attaches great importance to staff education and training and formulates annual education and training plans in accordance with the functional needs of employees. We assist each unit to implement education and training, train employees to fully leverage their functions in the organization, improve the quality of personnel, and improve employee skills and knowledge, thereby improving work efficiency.

      • (1) We arrange training courses in accordance with different job categories in order to assist new colleagues to work effectively as soon as possible through pre-employment training. Department colleagues assist new colleagues in understanding the Company’s industrial positioning, corporate culture, systems and regulations, basic operating system operations and future development directions, and adapting to the workplace environment as soon as possible and familiarizing themselves with future job duties so as get to work as quickly as

129

possible.

  • (2) For employees, they may themselves arrange to participate in the professional ability and technical training required by training institutions in accordance with the needs of each unit, in order to grasp the Company’s policy needs and meet the requirements of relevant laws and regulations.

  • (3) In accordance with the needs of each functional profession, we hire external lecturers to hold training sessions and improve the professionalism of employees.

  • Agreement between employer and employees, and measures for protection of employee rights and benefits:

  • (1) Insurance and condolence pay: The Company complies with relevant provisions of labor laws and regulations, and both management and employees formulate employment contracts, work rules and various management regulations in accordance with regulations. All operations are in proper compliance with the norms of the Labor Standards Act. All employees participate in labor insurance and health insurance, and group and travel safety insurance are also provided for employees for employee illness and death and for relief provision of spouse and casualty assistance.

  • (2) Maintenance and inspection of all equipment: The Company conducts regular fire safety inspections every year, including alarm systems, escape systems, fire extinguishers, etc. as well as public safety inspections. We conduct public safety inspections every four years. We regularly entrust manufacturers to maintain and inspect the water quality, ensuring the safety of drinking water for employees, and comply with government regulations.

  • (3) Disaster preparedness measures and response: In order to maintain the safety and health of employees, we promote safety and health operations. The Company have two Class A occupational safety and health business supervisors and one first-aider.

  • (4) Access control security: The Company’s buildings are equipped with strict access control monitoring systems during the day and at night. During holidays, we contract with a security company to maintain office security.

  • (5) Physical health: We have smoking-free management in office buildings to provide a safe and healthy work environment for employees. We regularly implement office cleaning and disinfection and carry out pandemic prevention advocacy. We also conduct health checks for employees every two years, and we send a short video on fire prevention advocacy every six months and provide relevant health and education information by email. We thus cultivate employees’ emergency response capabilities and safety concepts, strengthen cognitive abilities, and reduce accidents caused by unsafe behavior.

  • (6) Mental health: The Company has set up a “Sexual Harassment Prevention Committee” and established a reporting mechanism to provide protection for the workplace safety of colleagues. The Company’s internal website has an independent reporting mailbox and a dedicated line for use by internal personnel. The dedicated unit maintains an independent and objective attitude towards complaints, investigates the cause, responds to employees in a timely and correct manner, and reviews improvement measures in the follow-up.

  • (7) We have set up “On-Site Employee Health Consultation Services” to handle on-site health services. For three fixed days per month,

130

professional nursing staff provide health consultations (such as explanations of personal health examination reports, recommendations for medical treatment, personal disease consultation, etc.). This aims to prevent occupational accidents and occupational illnesses for the sake of improving the physical and mental health of employees.

  - (8) Supervisors at all levels communicate and coordinate with employees on a regular basis and hold labor-management meetings regularly to facilitate smooth communication between labor and management and harmonious labor relations.
  • (II) In the most recent year and as of the date of publication of the annual report, any losses suffered due to labor disputes (including labor inspection results that violate the Labor Standards Act, sanction date, sanction code, regulatory provisions that were violated, details of the regulatory violation, and sanction details), disclosing the current and future estimated amounts and possible measures; if it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated:

  • (1) In the most recent year and as of the date of publication of the annual report, the Company has had no cases of losses due to labor disputes.

  • (2) The Company complies with the Labor Standards Act and related laws and regulations. Labor and management have established a good interactive relationship; therefore, it is predicted that there will be no losses due to labor disputes in the future.

131

VI. Information Security Management:

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

  • Information security risk management framework: We have an information security team to strengthen the Company’s information security management and ensure the security of data, systems, and networks. With the vice president acting as convener, the Information Department constitutes the responsible unit for information security. It is responsible for the formulation of information security policies, planning and implementation of information security operations (including network management and system management), and promotion and implementation of information security policies. The Company’s audit office constitutes the audit unit for information security and is responsible for conducting information security audits. If an audit finds deficiencies, the audited unit is required to propose relevant improvement plans and specific actions, and improvement results are regularly tracked to reduce internal information security risks.

  • Information security policy: In order to implement information security management, the Company has an internal control system—computer information security management measures for various information security risks inside and outside the organization. Prevention and control mechanisms have been established including: system and network management, system development processes, device management, hardware protection, application system security monitoring, Internet and mobile device security control, internal employee information security awareness, and so on. In addition, personnel from the Information Department establish a backup mechanism every year for network security and various application systems. They conduct disaster preparedness drills and also strengthen the environmental control of the computer room and upgrade the firewall equipment to ensure the safety of employees and the continued operation of critical businesses, reducing losses caused by accidents. We perform information security audits on a regular basis, ensuring the implementation of information security.

  • Specific management plan:

    • (1) Application usage: Employees must install and use software authorized by manufacturers in accordance with company regulations, and obtain legal authorization for intellectual property rights in accordance with the relevant regulations to avoid litigation or disputes.

    • (2) Internet information security management and control: We have set up a firewall and regularly scan computer systems and data storage media for viruses. The use of various network services should be implemented in accordance with information security policies, regular review of the system logs of various network service items, and tracking of abnormal situations.

    • (3) Data access control: Computer equipment should be kept by a designated person, and accounts and passwords should be set, assigning different access rights in accordance with functions. Transferring personnel should have their original authorizations canceled and the confidentiality, removal, or overwriting of sensitive data and copyrighted software should be subject to proper approval.

    • (4) Resilience mechanisms: We have established a system backup

132

mechanism and implement off-site backup, and regularly review computer network security measures.

  • (5) Advocacy and verification: We strengthen the concept of employee information security, use conferences and the internal corporate website to promote information security awareness to colleagues, to not open any suspicious information or e-mails and avoid social engineering attacks. Information security information is disseminated at any time, raising employee information security awareness, carrying out regular information security checks every year, and reporting to the head of the General Administration Office.

  • (6) Personnel training: the Company intermittently implements personnel information security education and training courses and information security advocacy in order to enhance colleagues’ information security knowledge and professional skills.

  • Resources invested in information security management:

  • (1) Network hardware devices such as firewalls, email anti-virus, spam filtering, network management collection lines, etc.

  • (2) Software systems such as endpoint protection systems, backup management software, VPN authentication and encryption software, etc.

  • (3) Dedicated manpower: We regularly perform daily system status checks, regular daily backups and storage of backup media in different places, and information security advocacy and education courses at least twice a year, annual system disaster recovery execution drills, and information system security updates. In addition, we scan the weaknesses of the Company’s major information systems every year with bug patching, annual internal audits of the information cycle, and so on.

  • (4) Information security manpower: There is one information security supervisor and one information security officer who are responsible for information security architecture design, information security maintenance and monitoring, information security incident response and investigation, and information security policy review and revision.

  • (5) We regularly conduct information security education, training and advocacy every year, reviewing whether the information security management measures are in line with the changes in the operating environment and making timely adjustments when required.

  • (6) In response to the ever-changing information and communication technology, cyber threats, and information risks brought by emerging technologies, Welltend Technology obtained the ISO 27001 information security management system international certification in May 2018 (valid from July 21, 2021 to July 20, 2024). Furthermore, we regularly hold annual re-inspections to implementing a range of control measures for internal audits and internal control of the Company, legal compliance, confidentiality, completeness, and usability of information. We continue to invest in the improvement of the operation processes and the improvement of system application, and with an institutionalized, documented, and systematic management mechanism to enhance the Company’s overall risk control capabilities, we can also truly meet the needs of customers for information security. Up to now, 7 colleagues of the Company have obtained the ISO 27001 internal auditor training certification.

  • Emergency reporting procedures:

133

When an information security incident occurs, the person who discovers it should immediately notify the responsible unit, determine the type of incident and identify problem points, immediately deal with it, and keep a record.

  • (II) State losses suffered due to major information security incidents in the most recent year and as of the publication date of publication of the annual report, possible impact, and response measures; if it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated: No such situation.

134

VII. Important contracts:

May20,2023 May20,2023 May20,2023 May20,2023 May20,2023
Contract
nature
Contractual party Main content Restrictive
clauses
Contract start and
end date
Distribution
contract
HP Taiwan Full series of products None No contract period
Distribution
contract
Symantec Limited Full series of products None 2023/02/20-2024/02/
19 (automatic
renewal upon
expiration)
Distribution
contract
IBM Taiwan
Corporation
Authorization to maintain
IBM products

None
2021/07/01-2023/06/
30 (automatic
renewal for two
years upon
expiration)
Distribution
contract
Lenovo Technology
B.V. Taiwan Branch
(Netherlands)
Think and Idea series
hardware, software and
services
None 2022/10/01-2024/09/
30
Distribution
contract
Xander International
Corp.
Computer peripherals
and video products
None 2022/07/28-2023/07/
27
(Automatic renewal
upon expiration)
Distribution
contract
IBM Taiwan
Corporation
Power system and
storage products
None 2022/12/20-2024/12/
19
(automatic renewal
for two years upon
expiration)
Distribution
contract
Dell B.V. Taiwan
Branch
laptop computers,
desktop computers,
peripheral products,
components,
equipment, software and
related accessory
products

None
2023/04/19-2024/04/
18
(Automatic renewal
upon expiration)
Distribution
contract
IBM Singapore Pte Ltd Software products None 2023/1/15-2025/1/14
Distribution
contract
Apple Asia LLC,
Taiwan Branch
Apple TV
Apple Watch
iPad
iPhone
Mac
None 2023/5/1-2026/4/30

135

Six.

Financial Overview

  • I. Condensed balance sheets and comprehensive income statements for the last five years, indicating the names review opinions of CPAs:

  • (I) Condensed balance sheet and consolidated income statement information

Consolidated Condensed Balance Sheet - Adopting International Financial Reporting Standards

Unit: $NT thousand

Unit: Unit: Unit: Unit: Unit: $NT thousand
Year
Item
Financial data for the most recent five years (Note 1) Financial
information for
the current year
up to March 31,
2023(Note 4)
2018 2019 2020 2021 2022
Current assets 1,826,165 1,946,519 2,108,163 2,215,483 2,476,124 2,311,193
Property, plant and
equipment (Note2)
305,152 295,710 435,556 414,455 426,974 424,977
Intangible assets 47,353 47,566 46,262 45,461 44,414 43,915
Otherassets (Note2) 82,264 142,133 126,012 115,032 132,562 132,560
Totalassets 2,260,934 2,431,928 2,715,993 2,790,431 3,080,074 2,912,645
Current
liabilities
Before
distribution
1,053,234 1,166,579 1,421,149 1,462,525 1,501,790 1,369,766
After
distribution
1,124,344 1,204,504 1,486,249 1,490,425 (Note 3) Not yet
allocated
Non-currentliabilities 5,257 45,214 39,823 58,717 92,462 86,544
Total
liabilities
Before
distribution
1,058,491 1,211,793 1,460,972 1,521,242 1,594,252 1,456,310
After
distribution
1,129,601 1,249,718 1,526,072 1,549,142 (Note 3) Not yet
allocated
Equity attributable to
owners of the parent
company
1,202,335 1,220,025 1,254,908 1,269,077 1,485,708 1,456,214
Capitalstock 958,135 958,135 940,000 940,000 958,900 958,900
Additional paid-in
capital
7,991 7,991 7,991 7,991 7,525 7,525
Retained
earnings
Before
distribution
327,740 393,048 447,815 513,444 639,311 601,563
After
distribution
256,630 355,123 412,715 485,544 (Note 3) Not yet
allocated
Otherequity (79,412) (124,887) (126,636) (178,096) (120,028) (111,774)
Treasury shares (12,119) (14,262) (14,262) (14,262) 0 0
Non-controlling
interests
108 110 113 112 114 121
Total equity Before
distribution
1,202,443 1,220,135 1,255,021 1,269,189 1,485,822 1,456,335
After
distribution
1,131,333 1,182,210 1,189,921 1,241,289 (Note 3) Not yet
allocated

Note 1: The financial information of each year has been checked and certified by CPAs. Note 2: No asset revaluation was conducted in the above-mentioned years.

Note 3: The 2022 surplus distribution plan was approved by the Board of Directors; a resolution of the shareholders’ meeting is still pending.

Note 4: The financial information for the first quarter of 2023 has been reviewed by CPAs.

136

Consolidated Condensed Comprehensive Statements of Income - Adopting International Financial Reporting Standards

Unit: $NT thousand

Unit: Unit: Unit: Unit: Unit: $NT thousand
Year
Item
Financial data for the most recent five years (Note 1) Financial
information for
the current year
up to March 31,
2023 (Note2)
2018 2019 2020 2021 2022
Operatingrevenue 2,373,890 2,510,517 2,717,038 3,373,438 3,908,184 745,986
Operatingmargin 556,838 575,910 572,431 682,548 722,893 131,643
Operating profit and
loss
161,532 181,541 170,569 236,096 293,882 34,735
Non-operating
income and
expenses
15,654 7,701 (21,929) (24,423) 17,971 (6,598)
Net profit before tax 177,186 189,242 148,640 211,673 311,853 28,137
Profit from
continuing
operations for the
period
124,640 136,420 95,988 130,728 184,190 29,382
Profit or loss from
discontinued
operations
- - - - - -
Profit (loss) for the
period
124,640 136,420 95,988 130,728 184,190 29,382
Other
comprehensive
income for the period
(net aftertax)
(19,720) (45,475) (1,749) (51,460) 58,068 8,254
Total
comprehensive
incomeforthe period
104,920 90,945 94,239 79,268 242,258 37,636
Net profit
attributable to
owners of the parent
company
124,640 136,418 95,985 130,729 184,188 29,375
Net profit
attributable to
non-controlling
interest
0 2 3 (1) 2 7
Total
comprehensive
income attributable
to owners of the
parent company
104,920 90,943 94,236 79,269 242,256 37,629
Total
comprehensive profit
and loss attributable
to non-controlling
interests
0 2 3 (1) 2 7
Earnings per share
(profit and loss)
1.30 1.44 1.03 1.36 1.92 0.31

Note 1: The financial information of each year has been checked and certified by CPAs. Note 2: The financial information for the first quarter of 2023 has been reviewed by CPAs.

137

  • (II) Condensed Balance Sheet and Income Statement Information - Taiwan Enterprise Accounting Standards

Parent Company Only Condensed Balance Sheet - Adopting International Financial Reporting Standards

Unit: $NT thousand

Unit:$NT thousand Unit:$NT thousand Unit:$NT thousand Unit:$NT thousand Unit:$NT thousand
Year
Item
Financial data for the most recent five years (Note 1)
2018 2019 2020 2021 2022
Current assets 444,037 463,298 411,010 432,705 387,985
Property, plant and
equipment (Note2)
169,916 170,483 191,100 186,995 182,506
Intangible assets 15,470 15,682 14,325 13,546 12,523
Otherassets (Note2) 1,299,393 1,382,987 1,622,394 1,687,503 1,900,997
Total assets 1,928,816 2,032,450 2,238,829 2,320,749 2,484,011
Current
liabilities
Before
distribution
711,494 805,382 976,999 1,023,472 957,109
After
distribution
711,494 805,382 976,999 1,023,472 (Note 3)
Non-currentliabilities 14,987 7,043 6,922 28,200 41,194
Other liabilities - - - - -
Total
liabilities
Before
distribution
726,481 812,425 983,921 1,051,672 998,303
After
distribution
726,481 812,425 983,921 1,051,672 (Note 3)
Capitalstock 958,135 958,135 940,000 940,000 958,900
Additional paid-in
capital
7,991 7,991 7,991 7,991 7,525
Retained
earnings
Before
distribution
327,740 393,048 447,815 513,444 639,311
After
distribution
327,740 393,048 447,815 513,444 (Note 3)
Otherequity (79,412) (124,887) (126,636) (178,096) (120,028)
Treasury shares (12,119) (14,262) (14,262) (14,262) 0
Non-controlling
interests
- - - - -
Total
equity
Before
distribution
1,202,335 1,220,025 1,254,908 1,269,077 1,485,708
After
distribution
1,202,335 1,220,025 1,254,908 1,269,077 (Note 3)

Note 1: The financial information of each year has been checked and certified by CPAs. Note 2: No asset revaluation was conducted in the above-mentioned years. Note 3: The 2022 surplus distribution plan was approved by the Board of Directors; a resolution of the shareholders’ meeting is still pending.

138

Parent Company Only Condensed Comprehensive Income Statement - Adopting International Financial Reporting Standards

Unit: $NT thousand

Unit:$NT thousand Unit:$NT thousand Unit:$NT thousand Unit:$NT thousand Unit:$NT thousand
Year
Item
Financial data for the most recent five years (Note 1)
2018 2019 2020 2021 2022
Operatingrevenue 678,386 559,403 808,804 1,040,823 1,250,377
Operatingmargin 184,743 143,898 165,353 206,367 223,808
Operating profit and
loss
35,891 2,783 20,661 40,640 45,932
Non-operating
income and expenses
101,635 142,840 88,229 115,443 156,045
Net profit (net loss)
before tax
137,526 145,623 108,890 156,083 201,977
Profit or loss from
continuing operations
124,640 136,418 95,985 130,729 184,188
Profit or loss from
discontinued
operations
- - - - -
Net profit (net loss)
forthe period
124,640 136,418 95,985 130,729 184,188
Other
comprehensive
incomeforthe period
(19,720) (45,475) (1,749) (51,460) 58,068
Total comprehensive
income for theperiod
104,920 90,943 94,236 79,269 242,256

Note 1: The financial information of each year has been checked and certified by CPAs.

(III) CPA names and their audit opinions for the most recent five years:

Year Name of the accounting firm Name of CPAs Audit opinion
2018 KPMG Taiwan Yi-Wen Wang,
Jui-Lan Luo
Unqualified opinion
2019 KPMG Taiwan Yi-Wen Wang,
Jui-Lan Luo
Unqualified opinion
2020 KPMG Taiwan Yi-Wen Wang,
Jui-Lan Luo
Unqualified opinion
2021 KPMG Taiwan Yi-Wen Wang,
Jui-Lan Luo
Unqualified opinion
2022 KPMG Taiwan Yi-Wen Wang,
Yiu-Kwan Au
Unqualified opinion

139

II. Financial analysis for the last five years: (1) Consolidated Financial Analysis

Year
Analysis item(Note 2)
Year
Analysis item(Note 2)
Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) For the current
year up to March
31, 2023
(Note 1)
2018 2019 2020 2021 2022
Financial
structure (%)
Debt to asset ratio 47.00 50.00 54.00 55.00 52.00 50.00
Ratio of long-term
funds to property,
plant, and
equipment
396 428 297 320 370 363
Solvency % Current ratio 173 167 148 151 165 169
Quick ratio 121 118 95 90 112 115
Interest coverage
ratio
25.13 22.04 17.90 23.05 28.76 9.40
Operating
ability
Receivables
turnover rate(times)
3.90 4.04 4.11 4.51 4.37 3.23
Average cash
collection days
94 90.35 88.81 80.93 83.52 113.00
Inventory turnover
rate(times)
3.91 3.58 3.37 3.36 3.85 3.27
Payables turnover
rate(times)
6.62 6.55 6.60 7.73 8.00 6.29
Average sales days 93 102 108 109 95 112
Property, plant, and
equipment turnover
rate(times)
7.82 8.36 7.00 7.94 9.29 7.00
Total asset turnover
rate(times)
1.10 1.07 1.06 1.23 1.33 1.00
Profitability Return on assets
(%)
6.06 6.12 4.00 6.39 6.58 4.28
Return on equity (%) 10.46 11.26 7.76 13.33 13.37 7.99
Net profit before tax
to paid-in capital
ratio(%) (Note 7)
18.49 19.75 15.81 22.52 32.52 2.93
Netprofit rate(%) 5.00 5.00 4.00 5.00 5.00 4.00
Earnings per share
(NT$)
1.30 1.44 1.03 1.36 1.92 0.31
Cash flow Cash flow ratio(%) 12.00 22.00 5.00 1.00 11.00 3.00
Cash flow adequacy
ratio(%)

本期不適用
85.99 74.16 40.01 55.38 Not applicable for
thisperiod
Cash reinvestment
ratio(%)
4.00 13.00 2.00 -3.00 7.00 -1.00
Leverage Operational
leverage
1.51 1.52 1.51 1.34 1.27 1.60
Financial leverage 1.05 1.05 1.05 1.04 1.04 1.11

140

  • The quick ratio increased year-on-year, primarily due to an increase in end of period current assets.

  • Interest coverage ratio, EBIT to paid-in capital ratio, and earnings per share increased compared with the same period last year primarily due to increased net profit for the current period.

  • Cash flow adequacy ratio and cash flow ratio increased compared with the same period last year primarily due to increased net cash inflow from operating activities for the period.

  • Cash reinvestment ratio increased compared with the same period last year primarily due to an increase in net cash inflow from operating activities for the period while the amount of issued cash dividends for the period was smaller than cash inflows from operating activities.

Note 1: Except for the financial information for the first quarter of 2023 which was reviewed by CPAs, the financial information for all other years has been audited by accountants.

Note 2: As of the date of publication of the annual report, if a company that is listed or whose shares are traded in a securities dealer’s business premises has the most recent financial information that has been audited, certified, or reviewed by CPAs, analysis should be made together.

(2) Parent company only financial analysis

Year
Analysis item (Note
2)
Year
Analysis item (Note
2)
Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1) Financial analysis for the last five years (Note 1)
2018 2019 2020 2021 2022
Financial
structure (%)
Debt to asset ratio 38.00 40.00 44 45 40
Ratio of long-term funds to
property, plant, and
equipment

716
720 660 694 837
Solvency % Current ratio 62 58 42 42 41
Quick ratio 50 41 19 21 28
Interest coverage ratio 20.30 20.19 15.05 19.21 21.22
Operating
ability
Receivables turnover rate
(times)
5.82 5.41 11.31 11.64 8.23
Average cash collection
days
63 67 32 31 44
Inventory turnover rate
(times)
7.09 3.75 3.62 3.75 5.99
Payables turnover rate
(times)
5.60 4.42 5.19 6.68 8.02
Average sales days 51 97 101 97 61
Property, plant, and
equipment turnover rate
(times)
3.99 3.29 4.47 5.51 6.77
Total asset turnover rate
(times)
0.36 0.28 0.38 0.46 0.52
Profitability Return on assets(%) 7.00 7.19 4.78 6.03 8.00
Return on equity (%) 10.46 11.26 7.76 10.36 13.37
Net profit before tax to
paid-in capital ratio (%)
(Note 7)
14.35 15.20 11.58 16.60 21.06
Netprofit rate(%) 18 24 12 13 15
Earningsper share(NT$) 1.30 1.44 1.03 1.36 1.92
Cash flow Cash flow ratio (%) 0 15.00 2.00 2.00 -1.00
Cash flow adequacy ratio
(%)
Not applicable for
thisperiod

36.37
41.89 24.50 29.46

141

Cash reinvestment ratio
(%)
-5.00 3.00 -1.70 -3.58 -2.09
Leverage Operational leverage 1.21 4.18 1.42 1.25 1.22
Financial leverage 1.25 (0.58) 1.60 1.27 1.28
* The ratio of long-term capital to property, plants, and equipment increased compared to the same
period last year primarily due to an increase in the total amount of equity compared with the same
period last year.
The quick ratio increased year-on-year, primarily due to an increase in end of period current assets.
Accounts receivable turnover fell year-on-year and there was an increase in average cash collection
days primarily resulting from a greater increase in accounts receivable than in sales revenue on
average.
Inventory turnover rate increased compared with the same period last year and average sales days
decreased, primarily due to a decrease in average inventory and an increase in cost of goods sold.
Accounts payable turnover rate increased compared with the same period last year, primarily due to
an increase in average accounts payable that was smaller than the increase in cost of goods sold.
Property, plants, and equipment turnover rate increased compared with the same period last year,
primarily due to increased sales revenues.
Return on assets, return on equity, EBIT to paid-in capital ratio, and earnings per share increased
compared with the same period last year primarily due to increased net profit for the current period.
The cash flow adequacy ratio decreased compared with the same period last year, primarily due to a
decrease in net cash inflow from operating activities for the period.
The cash flow ratio increased compared with the same period last year, primarily due to a decrease in
cash dividend issuance for the period.
* The cash reinvestment ratio increased compared with the same period last year, primarily due to a
decrease in cash dividend issuance for the period and increased long-term investments.
  • The cash flow ratio increased compared with the same period last year, primarily due to a decrease in cash dividend issuance for the period.

    • The cash reinvestment ratio increased compared with the same period last year, primarily due to a decrease in cash dividend issuance for the period and increased long-term investments.
  • Note 1: The financial information of each year has been audited by CPAs.

  • Note 2: As of the date of publication of the annual report, if a company that is listed or whose shares are traded in a securities dealer’s business premises has the most recent financial information that has been audited, certified, or reviewed by CPAs, analysis should be made together.

  • Note 3: At the end of this form of the annual report, the following calculation formulas should be listed:

  • Financial structure

    • (1) Liabilities to assets ratio = total liabilities/total assets.

    • (2) Ratio of long-term funds to property, plant, and equipment = (total equity + non-current liabilities)/net property, plant, and equipment.

  • Solvency

    • (1) Current ratio = current assets/current liabilities.

    • (2) Quick ratio = (current assets - inventory - prepaid expenses)/current liabilities.

    • (3) Interest coverage ratio = net profit before income tax and interest expense/interest expense in the current period.

  • Operating ability

    • (1) Receivables (including accounts receivable and notes receivable due to business) turnover rate = net sales/average receivables in each period (including accounts receivable and notes receivable due to business) balance.

    • (2) Average cash collection days = 365/receivables turnover rate.

    • (3) Inventory turnover rate = cost of goods sold/average inventory value.

    • (4) Payables (including accounts payable and bills payable due to business) turnover rate = cost of goods sold/average payables in each period (including accounts payable and bills payable due to business) balance.

    • (5) Average sales days = 365 /inventory turnover rate.

    • (6) Turnover rate of property, plant, and equipment = net sales/average net property, plant, and equipment.

    • (7) Total asset turnover ratio = net sales/average total assets.

  • Profitability

    • (1) Return on assets = [after-tax profit and loss + interest expense × (1 - tax rate)]/average total assets.

    • (2) Return on equity = after-tax profit and loss/average total equity.

    • (3) Net profit rate = after-tax profit and loss/net sales.

142

  - (4) Earnings per share = (profit and loss attributable to owners of the parent company - preferred share dividends)/weighted average number of issued shares. (Note 4)
  1. Cash flow

    • (1) Cash flow ratio = net cash flow from operating activities/current liabilities.

    • (2) Net cash flow ratio = net cash flow from operating activities in the last five years/(capital expenditure + inventory increase + cash dividend) in the last five years.

    • (3) Cash reinvestment ratio = (net cash flow from operating activities - cash dividends)/(gross property, plant, and equipment + long-term investment + other non-current assets + working capital). (Note 5)

  2. Leverage:

    • (1) Operating leverage = (net operating income - variable operating costs and expenses) /business interests (Note 6).

    • (2) Financial leverage = operating profit/(business profit - interest expense).

  3. Note 4: In the above calculation formula for earnings per share, particular attention should be paid to the following when measuring:

  4. Based on the weighted average number of common shares, not based on the number of shares outstanding at the end of the year.

  5. Instances of cash capital increase or treasury stock transactions should calculate the weighted average number of shares taking into account their circulation period.

  6. For any capitalization of retained earnings or capitalization of capital reserves, when calculating earnings per share for previous years and half-years, it should be retroactively adjusted in accordance with the capital increase ratio, and the issue period of the capital increase need not be taken into account.

  7. If preferred shares constitute non-convertible cumulative preferred shares, their annual dividend (whether issued or not) shall be deducted from after-tax net profit, or the after-tax net loss shall be increased. If preferred shares are non-cumulative in nature, in case of net profit after tax, preferred share dividends shall be deducted from net profit after tax. In case of loss, no adjustment is necessary.

  8. Note 5: In the cash flow analysis, particular attention should be paid to the following when measuring:

  9. Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.

  10. Capital expenditure refers to the annual cash outflow of capital investment.

  11. Increases in inventory will only be included when the balance at the end of the period is greater than the balance at the beginning of the period. If inventory decreases at the end of the year, it is calculated as zero.

  12. Cash dividends include cash dividends of common shares and preferred shares.

  13. Property, plant and equipment means the total amount of property, plant and equipment before deduction of accumulated depreciation.

  14. Note 6: The issuer shall classify various operating costs and operating expenses into fixed and variable in accordance with their nature. If estimates or subjective judgments are involved, attention should be paid to their rationality and consistency.

  15. Note 7: If the Company’s stock has no par value or the par value of each share is not NT$10, the previous calculation of the ratio to paid-in capital is to be changed to the equity ratio attributable to the owners of the parent company on the balance sheet.

143

III. The Audit Committee review report of the most recent financial report:

Welltend Technology Corporation Review Report of the Audit Committee

The Board of Directors has submitted the Company’s 2022 parent company only financial statements and consolidated financial statements after the audit by Yi-Wen Wang and Yiu-Kwan Au of KPMG and issued a report, together with the business report and the profit distribution proposal. After review by the Audit Committee, it is found that there is no discrepancy, and reporting for verification is requested in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Sincerely

2023 General Meeting of Shareholders of the Company

Welltend Technology Corporation

Convener of Audit Committee: Ching-Ju Wu

March 23 2023

144

  • IV. Parent company only financial statements for the most recent fiscal year audited by CPAs

Independent Auditors’ Report

To the Board of Directors of Welltend Technology Corporation:

Opinion

We have completed our review of the balance sheet of Welltend Technology Corporation for the years ended December 31, 2022 and 2021, and the statements of comprehensive income, statements of changes in equity, and the statements of cash flows for the years ended December 31, 2022 and 2021, as well as the notes to the parent company only financial statements (including a summary of significant accounting policies).

In our opinion, the aforementioned parent company only financial statements in all major respects are in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. They are sufficient to adequately express the financial status of Welltend Technology Corporation as of December 31, 2022 and 2021, and its financial performance and cash flows for the years ended December 31, 2022 and 2021.

Basis for Opinion

We perform audit work in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants as well as the auditing standards. Our responsibilities under these Standards are further explained in the section on Responsibilities of the accountants for auditing the parent company only financial statements. Personnel subject to rules of independence under our offices adhere to the Norm of Professional Ethics for Certified Public Accountants and remain detached and independent from Welltend Technology Corporation, and they fulfill other responsibilities of the Norm. We believe that sufficient and appropriate audit evidence has been obtained to serve as a basis for expressing an audit opinion.

Key Audit Matters

Key audit matters refer to the most important matters for the audit of Welltend Technology Corporation’s 2022 parent company only financial statements based on our professional judgment. These matters have been addressed in the process of reviewing the parent company only financial statements as a whole and in forming an audit opinion, and we do not express a separate opinion on these matters. Key audit matters that we judge should be communicated in the audit report are as follows:

145

I. Revenue recognition

For accounting policies on revenue recognition, please refer to Revenue Recognition in Note 4 (XIII) of the Notes to the Parent Company Only Financial Statements. For descriptions of revenue, please refer to Revenue from Customer Contracts in Note 6 (XIII) of the Notes to the Parent Company Only Financial Statements.

Explanation of key audit matters:

The main businesses of Welltend Technology Corporation are information systems and consulting services and the sale of wires and connectors and so on. Therefore, revenue is one of the important items in the financial statements. The amount and changes of operating revenue may affect the understanding of financial statement users regarding the financial statements as a whole. Therefore, the test of revenue recognition is one of our important evaluation items in performing audits of the financial statements of Welltend Technology Corporation. Corresponding audit procedures:

Our main audit procedures for the above-mentioned key audit matters include testing the control of the revenue and collection operation cycle, implementing revenue audit procedures and detailed tests, performing correspondence audit procedures for accounts receivable, and performing spot checks of contract liabilities. Furthermore, we evaluate whether the time of opening revenue recognition is handled in accordance with the relevant standards.

  • II. Revenue recognition – Equity method investments – Subsidiaries

For equity method investment accounting policies, please refer to Invested Subsidiaries under Note 4 (VIII) of the parent company-only financial statements. For explanation of equity method investments, please refer to Note 6 (IV) of the parent-company only financial statements. Explanation of key audit matters:

Some subsidiaries of Welltend Technology Corporation held under the equity method are mainly engaged in sales of wires and connectors. The amount invested in subsidiaries as of December 31, 2022 was NT$1,093,730 thousand constituting a material proportion of total assets amounting to 44%. From the perspective of consolidation, revenue from wires and connectors constitutes an important source of revenue. The amounts and changes in its sales revenues may affect the financial statement users’ understanding of the overall financial statements. Therefore, we list this as one of the important evaluation items in performing audits of the parent-company only financial statements of Welltend Technology Corporation. Corresponding audit procedures:

Our main audit procedures for the above-mentioned key audit matters include testing the control of the revenue and collection operation cycles of a portion of subsidiariesinvested in using the equity method, implementing revenue audit analytical procedures and detailed tests, performing correspondence audit procedures for accounts receivable. Furthermore, we evaluate whether the timing of revenue recognition is handled in accordance with the relevant standards.

146

Responsibilities of Management and Those Charged with Governance for Parent Company Only

Financial Statements

The responsibility of management is to prepare properly expressed parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain the necessary internal controls in connection with the preparation of the parent company only financial statements to ensure that the parent company only financial statements are free from material misrepresentation that could result from fraud or error.

When preparing the parent company only financial statements, the responsibilities of management also include evaluating the ability of Welltend Technology Corporation to continue operating, the disclosure of related matters, and the adoption of a going-concern accounting basis unless management intends to liquidate Welltend Technology Corporation or cease operations, or there is no other practical alternative to liquidation or business closure.

The governance units of Welltend Technology Corporation (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

The purpose of our audit of the parent company only financial statements is to obtain reasonable assurance as to whether there is a material misrepresentation of the parent company only financial statements as a whole that could result from fraud or error, and to issue an audit report. Reasonable assurance means a high degree of assurance. However, there is no guarantee that an audit carried out in accordance with the auditing standards will detect material misrepresentations in the parent company only financial statements. Misrepresentation may result from fraud or error. Misrepresentations of individual amounts or aggregates are considered material if they would reasonably be expected to affect economic decisions made by users of the parent company only financial statements.

We apply professional judgment and professional skepticism when conducting audits in accordance with the auditing standards. We also perform the following tasks:

  1. Identify and evaluate the risk of material misrepresentation in the parent company only financial statements resulting from fraud or error; design and implement appropriate countermeasures for the evaluated risks; and obtain sufficient and appropriate evidence to serve as the basis for the audit opinion. Because fraud may involve complicity, forgery, deliberate omission, misrepresentation, or circumvention of internal controls, the risk of not detecting a material misrepresentation caused by fraud is higher than that arising from error.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Welltend Technology Corporation.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

147

estimates and related disclosures made by management.

  • 4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Welltend Technology Corporation to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause Welltend Technology Corporation to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient and appropriate audit evidence for the financial information of investee companies using the equity method so as to express an opinion on the parent company only financial statements. We are responsible for the guidance, supervision and execution of audit cases. and we are also responsible for forming audit opinions on Welltend Technology Corporation.

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 2022 parent company only financial statements of Welltend Technology Corporation and are therefore the key audit matters. We describe these matters in our audit 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 impact of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

148

The engagement partners on the audit resulting in this independent auditors’ report are Yi-Wen Wang and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 23, 2023

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 audit 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.

149

Welltend Technology Corporation

Balance Sheet

December 31, 2022 and 2021

Unit: NT$ thousand

December 31,2022
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (Note VI (I))
$ 33,870
1
1170
Net notes and accounts receivable (Notes VI (II) and VI (XIII))
179,348
7
1180
Net accounts receivable - related parties (Notes VI (II) and
VII)
15,784
1
1210
Other receivables - related parties (Note VII)
219
-
1300
Net inventories (Note VI (III))
121,915
5
1470
Other current assets
2,049
-
1476
Other financial assets - current (Note VIII)
34,800
1
Total current assets
387,985
15
Non-current assets:
1550
Investments accounted for using the equity method (Note VI
(IV))
1,869,000
75
1600
Property, plant, and equipment (Notes VI (V) and VIII)
182,506
8
1755
Right-of-use assets (Note VI (VI))
4,834
-
1780
Intangible assets
12,523
1
1840
Deferred tax assets (Note VI (X))
2,411
-
1900
Other non-current assets (Note VIII)
24,752
1
Total non-current assets
2,096,026
85
Total assets
$
2,484,011
100
December 31,2022 December 31,2022 December 31,2021 December 31,2021 December 31,2021
%

1

7

1

-

5

-

1
Amount

59,254

95,220

13,541
207

220,829
1,854
41,800
%

3

4

1

-

9

-

2











387,985
15
432,705
19
1,869,000
182,506
4,834
12,523
2,411
24,752

75

8

-

1

-

1

1,653,416

186,995
3,201

13,546
2,604
28,282

71

8

-

1

-

1

2,096,026


85

1,888,044


81

$
2,484,011


100

2,320,749


100
Liabilities and equity
Current liabilities:
2100
Short-term borrowings (Notes VI (VII), VII and VIII)
2130
Current contract liabilities (Note VI (XIII))
2170
Notes and accounts payable (including related parties)
(Note VII)
2219
Other payables
2230
Current tax liabilities (Note VI (X))
2280
Current lease liabilities (Note VI (VIII))
2300
Other current liabilities
Total current liabilities
Non-current liabilities:
2570
Deferred tax liabilities (Note VI (X))
2580
Non-current lease liabilities (Note VI (VIII))
2600
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity(Note VI (XI)):
3100
Capital stock
3200
Additional paid-in capital
3300
Retained earnings
3400
Other equity
3500
Treasury shares
Total equity
Total liabilities and equity
December 31,2022
Amount
%
$ 691,000
28
47,286
2
139,433
6
60,745
2
4,929
-
2,264
-
11,452
-
December 31,2022
Amount
%
$ 691,000
28
47,286
2
139,433
6
60,745
2
4,929
-
2,264
-
11,452
-
December 31,2021
Amount
%

689,956
30

159,007
7

116,434
5

47,655
2
812
-
1,055
-
8,553
-
December 31,2021
Amount
%

689,956
30

159,007
7

116,434
5

47,655
2
812
-
1,055
-
8,553
-
Amount
$ 691,000
47,286
139,433
60,745
4,929
2,264
11,452
Amount

689,956

159,007

116,434

47,655
812
1,055
8,553

957,109


38

1,023,472


44

38,252
2,594
348


2

-

-


25,706
2,146
348


1

-

-
41,194
2
28,200
1

998,303


40

1,051,672


45

958,900
7,525
639,311
(120,028)
-


39

-

26

(5)
-


940,000
7,991

513,444

(178,096)
(14,262)


41

-

22

(8)

-
1,485,708
60

1,269,077


55

$
2,484,011


100

2,320,749


100

Chairman: Yun-Teng Chang

(Please refer to the attached notes to the parent company only financial statements) Manager: Hsiang-Yu Wang

Accounting Supervisor: Wen-Pin Chen

150

Welltend Technology Corporation Statement of Comprehensive Income

For the years ended December 31, 2022 and 2021

Unit: NT$ thousand

4000
Operating revenue(Notes VI (XIII)and VII):
4110
Net sales revenue
4800
Other operating revenue
Net operating revenue
5000
Operating costs(Notes VI (III), VII, and XII):
5110
Cost of goods sold
5800
Other operating costs
Total operating costs
5910
Operating margin
Operating expenses(Notes VI (VIII), VI (IX), VI (XIV), VII, and XII):
6100
Marketing expenses
6200
Management expenses
6201
Expected credit loss (Note VI (II))
6900
Operating profit
Non-operating income and expenses:
7100
Interest income (Note VII)
7010
Other income (Note VII)
7230
Net foreign currency exchange gains (losses) (Note VI (XV))
7375
Share of interest in subsidiaries recognized using the equity method
7510
Interest expense (Note VI (VIII))
7590
Sundry expenses
7900
Net profit before tax
7950
Less: Income tax expense(Note VI (X))
Net profit for the period
8300
Other comprehensive income:
8360
Components of other comprehensive income subsequently reclassified to
profit or loss
8361
Exchange differences on translation of foreign financial statements
8300
Other comprehensive income for the period (net after tax)
8500
Total comprehensive income for the period
Earnings per share (NT$)(Note VI (XII))
9750
Basic earnings per share (NT$)
9850
Diluted earnings per share (NT$)
2022 %

88
12
2021
Amount
$ 1,105,295
145,082
Amount
896,838
143,985
%

86
14
100

77
3
80
20

10

6
-
16
4

-

-

-

12

(1)
-
11

15
2
13
(5)
(5)
8
1.36
1.36

1,250,377
100
1,040,823

992,023
34,546

79
3


802,985
31,471

1,026,569
82
834,456

223,808
18
206,367

97,667
77,792
2,417


8

6
-


101,719
64,000
8


177,876
14 165,727

45,932
4
40,640

168
2,853
5,752
157,516
(9,987)
(257)






-

-

-

13

(1)
-


347
2,019
(1,812)
123,629
(8,569)
(171)






156,045
12
115,443

201,977
17,789

16
1

156,083
25,354

184,188
15
130,729

58,068
5
(51,460)

58,068
5
(51,460)


$
242,256
20
79,269

$
1.92
1.91
$

(Please refer to the attached notes to the parent company only financial statements) Chairman: Yun-Teng Chang Manager: Hsiang-Yu Wang

Accounting Supervisor: Wen-Pin Chen

151

Welltend Technology Corporation Statement of Changes in Equity For the years ended December 31, 2022 and 2021

Unit: NT$ thousand

Balance on January 1, 2021
Earnings allocation and distribution:
Provision for legal reserve
Provision for special reserve
Common stock cash dividend
Net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Balance on December 31, 2021
Earnings allocation and distribution:
Provision for legal reserve
Provision for special reserve
Common stock cash dividend
Common stock stock dividend
Transfer of employee remuneration to capital
Net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Cancellation of treasury shares
Balance on December 31, 2022
Share capital
from
common
**stock **
Additional
paid-in
capital
7,991
-
-
-
-
-
-
-
7,991
-
-
-
-
1,275
1,275
-
-
-
(1,741)
7,525

Retained earnings

Retained earnings

Total
447,815

-

-
(65,100)
(65,100)

130,729
-
130,729
513,444

-

-

(27,900)

(27,900)
-
(55,800)

184,188
-
184,188
(2,521)
639,311
Other equity
Treasury
shares
(14,262)
-
-
-
-
-
-
-
(14,262)
-
-
-
-
-
-
-
-
-
14,262
-


Total
equity
1,254,908
-
-
(65,100)
(65,100)
130,729
(51,460)
79,269
1,269,077
-
-
(27,900)
-
2,275
(25,625)
184,188
58,068
242,256
-
1,485,708
Exchange
differences
on
translation
of foreign
financial
statements
(126,636)
-
-
-
-
-
(51,460)
(51,460)
(178,096)
-
-
-
-
-
-
-
58,068
58,068
-
(120,028)
Legal
reserve
70,918
9,598
-
-
9,598
-
-
-
80,516
13,074
-
-
-
-
13,074
-
-
-
-
93,590
Special
reserve
124,887
-
1,749
-
1,749
-
-
-
126,636
-
51,460
-
-
-
51,460
-
-
-
-
178,096
Undistribu
ted
surplus
earnings
252,010
(9,598)
(1,749)
(65,100)
(76,447)
130,729
-
130,729
306,292
(13,074)
(51,460)
(27,900)
(27,900)
-
(120,334)
184,188
-
184,188
(2,521)
367,625
$ 940,000
-
-
-
-
-
-
-
940,000
-
-
-
27,900
1,000
28,900
-
-
-
(10,000)
$ 958,900

Please refer to the attached notes to the parent company only financial statements) Manager: Hsiang-Yu Wang

Chairman: Yun-Teng Chang

Accounting Supervisor: Wen-Pin Chen

152

Welltend Technology Corporation

Statement of Cash Flows

For the years ended December 31, 2022 and 2021

Unit: NT$ thousand

Cash flows from operating activities:
Net profit before tax for the period
Adjustments:
Adjustments to reconcile profit
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Share of interest in subsidiaries recognized using the equity method
Gain on disposal of property, plant, and equipment
Total adjustments to reconcile profit (loss)
Changes in assets and liabilities related to operating activities:
Net changes in assets related to operating activities, net:
Increase in notes and accounts receivable
Increase in accounts receivable - related parties
Decrease in inventories
(Increase) decrease in other current assets
Total net changes in assets related to operating activities
Changes in liabilities related to operating activities, net:
(Decrease) increase in contract liabilities
Increase (decrease) in notes and accounts payable (including related parties)
Increase in other payables
Increase in other current liabilities
Total net changes in liabilities related to operating activities
Net changes in assets and liabilities related to operating activities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash (outflows) inflow from operating activities
Cash flows from investing activities:
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Decrease in refundable deposits
(Increase) decrease in other receivables-related parties
Acquisition of intangible assets
Decrease in other financial assets
Net cash inflows from investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Repayment of lease liability principal
Increase in other non-current liabilities
Issuance of cash dividend
Net cash outflows from financing activities
Net (decrease) increase in cash and cash equivalents for the period
Cash and cash equivalents at the start of period
Cash and cash equivalents at the end of period
2022
$ 201,977
2021
156,083

7,985
1,898
2,417
9,987
(168)
(157,516)
(37)


8,146

1,831

8

8,569

(347)

(123,629)
-

(135,434)
(105,422)

(86,545)
(2,243)
98,776
(195)


(35,996)

(2,720)

2,939
1,184

9,793

(34,593)

(111,721)
22,999
15,100
2,899


24,074

(16,875)

2,125
1,717

(70,723)

11,041

(60,930)

(23,552)

(196,364)

(128,974)

5,613
168
(9,722)
(933)


27,109

347

(8,699)
(1,643)

(4,874)

17,114

(1,391)
37
3,530
(12)
(875)
7,000


(2,978)

-

3,016

57,611

(1,052)
1,500

8,289

58,097

1,044
(1,943)
-
(27,900)


37,088

(1,078)
100
(65,100)

(28,799)

(28,990)

(25,384)
59,254


46,221
13,033

$
33,870

59,254

(Please refer to the attached notes to the parent company only financial statements) Chairman: Yun-Teng Chang Manager: Hsiang-Yu Wang Accounting Supervisor: Wen-Pin Chen

153

Welltend Technology Corporation Notes to the Parent Company Only Financial Statements 2022 and 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

I. Company history

Welltend Technology Corporation (“the Company”) was established in June 1993, and the general meeting of shareholders on June 13, 2008 resolved to change the Company’s name from Weidao Technology Co., Ltd., to Weizhan Information Co., Ltd. On June 13, 2013, the general meeting of shareholders resolved to change the Company’s from Weizhan Information Co., Ltd., to Welltend Technology Corporation. Its main businesses are the sale of wires and connectors and the integrated planning and implementation of information systems and consulting services.

II. Approval date and procedures for adoption of financial statements

The parent company only financial statements were authorized for issuance by the Board of Directors on March 23, 2023.

III. New standards, amendments and interpretations adopted

  • (I) Impact of adopting the newly issued and revised standards and interpretations approved by the Financial Supervisory Commission

The Company has been applying the following newly amended IFRSs since January 1,

2022, and this has not materially affected the parent company only financial statements.

  • Amendments to IAS 16 “Property, Plant and Equipment — Proceeds before Intended Use”

  • Amendments to IAS 37 “Onerous Contracts — Cost of Fulfilling a Contract”

  • Annual reform of IFRS 2018-2020 cycle

  • Amendments to IFRS 3 “References to the Conceptual Framework”

  • (II) Impact of the adoption of the IFRSs approved by the Financial Supervisory Commission

The Company has evaluated that the application of the following newly amended IFRSs effective from January 1, 2023, will not materially affect the parent company only 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

154

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Single Transaction”

(III) Impact of newly issued and revised standards and interpretations not yet approved by the FSC

The following standards and interpretations have been issued and amended by the International Accounting Standards Board (IASB) but have not yet been endorsed by the FSC and may be relevant to the Company:

Newly published or revised
standards
Amendments to IAS 1 “Classification of
Liabilities as Current or Non-current”
Amendments to IAS 1 “Non-Current
Liabilities with Covenants”
Mainamended content
IAS 1 currently stipulates that a liability that does
not have an unconditional right to defer settlement
for at least twelve months after the reporting
period should be classified as current. The
amendment deletes the requirement that the right
should be unconditional and instead requires that
the right must exist and be substantive at the end
of the reporting period.
The amendment clarifies how an enterprise should
classify liabilities that are paid off by issuing its
own equity instruments (such as convertible
bonds).
After reconsidering certain aspects of the 2020
IAS 1 amendments, the new amendment clarifies
that only contractual terms in compliance on or
before the reporting date affect the classification of
a liability as a current or non-current liability.
The contractual terms to which a business is
bound after the reporting date (i.e., future terms)
do not affect the classification of liabilities at that
date. However, when non-current liabilities are
subject to future contractual terms, a company
must disclose information to help users of financial
statements understand the risk that such liabilities
may be repaid within twelve months of the
reporting date.
Effective date of
announcement by the
**IASB **
January 1, 2024
January 1, 2024

The Company is evaluating the impact of its initial adoption of the above mentioned standards and interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

The Company does not expect the following other new and revised standards that have not yet been approved to have a material impact on the parent company only financial statements.

155

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

  • 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

  • Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

IV. Summary of significant accounting policies

Significant accounting policies adopted in these parent company only financial statements are summarized below. Unless otherwise stated, the following accounting policies have been consistently applied to all periods of expression in these parent company only financial statements.

(I) Statement of compliance

The parent company only financial statements reports are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(II) Basis of compilation

1. Measurement basis

These parent company only financial statements are prepared on a historical cost basis.

2. Functional currency and presentation currency

The Company uses the currency of the main economic environment in which it operates as its functional currency. This parent company only financial statements are presented in the Company’s functional currency, the New Taiwan dollar. All financial information presented in New Taiwan dollars is in thousands of New Taiwan dollars.

(III) Foreign currencies

1. Foreign currency transactions

Foreign currency transactions are translated into the functional currency based on the exchange rate on the transaction date. At the end of each subsequent reporting period (hereinafter referred to as the reporting date), the foreign currency monetary items are converted into the functional currency according to the exchange rate on that date. Foreign currency non-monetary items measured at fair value are converted into the functional currency at the exchange rate on the day when the fair value was measured. Foreign currency non-monetary items measured at historical cost are translated at the exchange rate on the date of the transaction.

Foreign currency translation differences arising from translation are normally recognized in income. However, the following situations are recognized in other comprehensive income:

  • (1) Designated as equity investments at fair value through other comprehensive

156

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

income;

  • (2) Designated as financial liabilities of foreign operations’ net investment in hedging that are within the effective scope of hedging; or

  • (3) Qualified cash flow hedging that is within the effective scope of hedging.

  • Foreign operations

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from acquisitions, are converted into New Taiwan dollars according to the exchange rate on the reporting date. Income and expense items are converted into New Taiwan dollars according to the average exchange rate of the current period. Exchange differences that arise are recognized in other comprehensive income.

When disposal of foreign operations results in a loss of control, joint control, or significant influence, the accumulated exchange difference with respect to the foreign operations is fully reclassified as income. In the event of partial disposal of a subsidiary that includes foreign operations, the relevant accumulated exchange difference shall be re-attributed to non-controlling interest on a pro rata basis. In the event of partial disposal of an investment involving an affiliate or joint venture that includes foreign operations, the relevant accumulated exchange difference shall be reclassified to income on a pro rata basis.

For monetary receivables or payables of foreign operations, if there is no repayment plan and it is impossible to repay in the foreseeable future, the foreign currency exchange gains and losses arising therefrom are regarded as part of the net investment in the foreign operations and are recognized as other comprehensive income.

(IV) Classification criteria for distinguishing current and non-current assets and liabilities

Assets that meet one of the following conditions are classified as current assets, and all other assets that are not current assets are classified as non-current assets:

  1. The asset is expected to be realized during the normal operating cycle, or it is intended to be sold or consumed;

  2. The asset is held primarily for trading purposes;

  3. The asset is expected to be realized within twelve months of the reporting period; or

  4. The asset constitutes cash or cash equivalents, unless there are other restrictions on exchanging the asset or using it to settle a liability at least twelve months after the reporting period.

Liabilities that meet one of the following conditions are classified as current liabilities, and all other liabilities that are not current liabilities are classified as non-current liabilities:

  1. The liability is expected to be settled during the normal operating cycle;

157

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

  1. The liability is held primarily for trading purposes;

  2. The liability is expected to be settled when it comes due within twelve months of the reporting period; or

  3. The liability does not have an unconditional right to defer settlement for at least twelve months after the reporting period. The terms of the liability may be subject to the option of the counterparty to issue equity instruments resulting in its repayment and this does not affect its classification.

  4. (V) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible into fixed amounts of cash with little risk of changes in value. Fixed deposits that meet the above definition and are held for short-term cash commitments rather than investment or other purposes are presented in cash equivalents.

  • (VI) Financial instruments

Accounts receivable and debt securities issued are originally recognized as they are incurred. All other financial assets and financial liabilities are originally recognized when the Company becomes a party to the contractual terms of the financial instrument. Financial assets not measured at fair value through profit or loss (except for accounts receivable that do not contain significant financial components) or financial liabilities that are originally measured at fair value plus transaction costs directly attributable to the acquisition or issue. Accounts receivable that do not contain significant financial components are originally measured at their transaction prices.

1. Financial assets

For the purchase or sale of financial assets in accordance with customary trading practices, all purchases and sales of financial assets of the Company classified in the same manner shall be accounted for on the trading day.

Financial assets are classified as financial assets measured at amortized cost at the time of original recognition.

The Company will reclassify all affected financial assets from the first day of the next reporting period only when changing the business model of the financial assets under management.

(1) Financial assets measured at amortized cost

Financial assets that meet both of the following conditions and are not specified as measured at fair value through profit or loss are measured at amortized cost:

158

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

  • The financial asset is held under an operating model for the purpose of collecting contractual cash flows.

  • The contractual terms of the financial asset give rise to cash flows on specific dates entirely for the payment of principal and interest on the outstanding principal amount.

The assets are subsequently calculated by adding or subtracting the original recognized amount to the accumulated amortization amount calculated using the effective interest method, and adjusting any measure of post amortized cost of allowance losses. Interest income, foreign currency exchange gains and losses and impairment losses are recognized in income. Upon derecognition, profits or losses shall be included in income.

  • (2) Impairment of financial assets

The Company recognizes loss allowance for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, notes receivable and accounts receivable, other receivables, deposits and other financial assets, etc.).

The following financial assets are measured against loss allowance based on the twelve-month expected credit loss amount, with the remainder measured by the amount of expected lifetime credit losses:

  • Judgment that debt securities have low credit risk at the date of reporting; and

  • The credit risk of other debt securities and bank deposits has not increased significantly since the original recognition (i.e., the risk of default during the expected lifetime of the financial instrument).

Loss allowance for accounts receivable and contractual assets is measured based on the amount of expected lifetime credit losses.

Expected lifetime credit losses refers to the expected credit losses arising from all possible default events during the expected life of a financial instrument.

Twelve-month expected credit loss indicates expected credit losses arising from possible defaults of financial instruments within twelve months after the reporting date (or a shorter period, if the expected term of the financial instrument is less than twelve months).

The maximum period for measuring expected credit losses is the longest contract period during which the Company is exposed to credit risk.

In determining whether credit risk has increased significantly since the original

159

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

recognition, the Company considers reasonable and corroborating information (available without excessive cost or investment), including qualitative and quantitative information, and analysis based on the Company’s historical experience, credit evaluation, and forward-looking information.

If the credit risk rating of a financial instrument is equivalent to the globally defined “investment grade” (which is an investment grade of BBB- from Standard & Poor’s, an investment grade of Baa3 from Moody’s, or an investment grade of twA from Taiwan Ratings Corp., or above that level), the Company considers the debt securities to have a low credit risk. Time deposits held by the Company are considered to have low credit risk because the transaction counterparties and the performing parties are financial institutions at investment grade or above.

If a contract payment is overdue for more than 30 days, the Company assumes that the credit risk of the financial assets has increased significantly.

If a contract payment is more than 120 days overdue, or the borrower is unlikely to meet its credit obligations to pay the full amount to the Company, the Company considers the financial asset to be in default.

Expected credit loss is a weighted estimate of the probability of credit loss over the expected life of a financial instrument. Credit loss is measured at the present value of all cash shortfalls; that is, the difference between the cash flows that the Company can receive under the contract and the cash flows that the Company expects to receive. Expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the Company evaluates whether financial assets measured at amortized cost are credit-impaired. A financial asset is credit-impaired when one or more events adversely affecting the estimated future cash flows of a financial asset have occurred. Evidence of credit impairment of financial assets includes the following observable information:

  • Material financial difficulties of the borrower or issuer;

  • Breach of contract, such as being delayed or overdue for more than 120 days;

  • For economic or contractual reasons related to the debtor’s financial hardship, the Company grants concessions that the debtor would not otherwise consider;

  • The debtor is likely to file for bankruptcy or other financial restructuring; or

  • The active market for the financial asset disappears due to financial difficulties. The loss allowance for financial assets measured at amortized cost is deducted

  • from the carrying amount of the assets.

When the Company is unable to reasonably anticipate the recovery of financial

160

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

assets, in whole or in part, it directly reduces the total carrying amount of its financial assets. For corporate accounts, the Company analyzes the time and amount of the write-off on an individual basis based on whether it is reasonably expected to be recoverable. The Company does not expect a material reversal of the written-off amount. However, financial assets that have been written off remain enforceable, in order to comply with the Company’s procedures for recovering overdue amounts.

  • (3) Derecognition of financial assets

The Company derecognizes financial assets only when the contractual right to cash flows from the asset is terminated, or when the financial asset has been transferred and substantially all of the risks and rewards of ownership of the asset have been transferred to another enterprise, or where almost all of the risks and rewards of neither transfer nor retention of title have been retained and control of the financial asset has not been retained.

When the Company enters into a transaction to transfer financial assets, if all or substantially all risks and rewards of title to the transferred assets are retained, these shall continue to be recognized on the balance sheet.

  1. Financial liabilities and equity instruments

  2. (1) Classification of liabilities or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity according to the substance of the contractual agreement and the definition of financial liabilities and equity instruments.

  • (2) Equity instruments

An equity instrument is any contract that recognizes the Company’s remaining interest in assets less all of its liabilities. Equity instruments issued by the Company are recognized at the price obtained after deducting direct issue costs.

  • (3) Treasury shares

When repurchasing equity instruments recognized by the Company, the consideration paid is recognized as a decrease in equity (including directly attributable costs). The repurchased shares are classified as treasury shares. Subsequent sales or re-issuance of treasury shares shall be recognized as an increase in equity and the surplus or loss arising from the transaction shall be recognized as additional paid-in capital or retained earnings (if the additional paid-in capital is insufficient to offset it).

  • (4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or at fair value through profit or loss. Financial liabilities that are held for trading, derivative instruments

161

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

or specified at the time of original recognition are classified as measured at fair value through profit or loss. Financial liabilities measured at fair value through profit and loss are measured at fair value, and the underlying net profit and loss, including any interest expense, are recognized in income.

Other financial liabilities are measured at fair value plus directly attributable transaction costs at the time of original recognition; they are subsequently measured at amortized cost using the effective interest method. Interest expense and exchange gains and losses are recognized in income. Upon derecognition, any profit or loss shall also be recognized in income.

  • (5) Derecognition of financial liabilities

Financial liabilities are derecognized when the Company’s contractual obligations have been fulfilled or cancelled or have expired. When the terms of financial liabilities are modified and there is a material difference in the cash flows of the modified liabilities, the original financial liabilities are derecognized and the new financial liabilities are recognized at fair value on the basis of the revised terms.

When derecognizing financial liabilities, the difference between its carrying amount and the total consideration paid or payable is recognized as income (including any non-cash assets transferred or liabilities assumed).

  • (6) Mutual offsetting of financial assets and liabilities

Financial assets and financial liabilities are only offset and expressed in the balance sheet in net amounts when the Company currently has a legally enforceable right to offset and intends to close the assets and liquidate the liabilities on a net basis or realize them simultaneously.

  • (VII) Inventories

Inventories are measured at the lowest of cost and net realizable value. Costs include acquisition, production or processing costs, and other costs incurred in bringing them to the location and condition available for use, calculated using a weighted average. Net realizable value refers to the estimated selling price under normal business less the estimated cost of estimated completion and the estimated cost of completing the sale.

(VIII) Invested subsidiaries

When preparing the parent company only financial statements, the Company adopts the equity method to evaluate invested companies with control. Under the equity method, current profit and loss and other comprehensive income in the parent company only financial statements and the current profit and loss and other comprehensive income in the financial statements prepared on a consolidated basis are the same as those attributable to

162

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

the owners of the parent company. Moreover, owner’s equity in the parent company only financial statements is the same as the equity attributable to the owners of the parent company in the financial statements prepared on a consolidated basis.

When changes in the Company’s ownership interests in a subsidiary that do not result in a loss of control, they are treated as an equity transaction with the owner.

(IX) Property, plant, and equipment

1. Identification and measurement

Items of property, plant and equipment are measured at cost (including capitalized borrowing costs) less accumulated depreciation and any accumulated impairment.

When the service lives of major components of property, plant and equipment are different, they shall be treated as separate items (major components) of property, plant, and equipment.

Disposal gain or loss of property, plant and equipment is recognized in income.

2. Subsequent costs

Subsequent expenses are capitalized only when there is a high probability that their future economic benefits will flow to the Company.

3. Depreciation

Depreciation is calculated on the basis of the cost of assets less the residual value and is recognized as profit or loss within the estimated life of each component using the straight-line method.

Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

  • (1) Buildings and factories: 20 to 50 years.

  • (2) Machinery and equipment: 3 to 5 years.

  • (3) Office equipment and other equipment: 2 to 8 years.

The Company reviews the depreciation method, useful life, and salvage value on each reporting date and makes appropriate adjustments when necessary.

(X) Leases

The Company evaluates whether the contract constitutes or includes a lease on the date of formation of the contract; if the contract assigns control over the use of an identified asset for a period of time in exchange for consideration, the contract constitutes or includes a lease.

1. Lessee

When the Company is the lessee, it recognizes right-of-use assets and lease liabilities on the lease commencement date. Right-of-use assets are initially measured at

163

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

cost; this cost includes the original measure of the lease liability to adjust any lease payments paid on or before the lease commencement date, plus the original direct costs incurred and the estimated costs for dismantling, removing and restoring the location or the underlying asset and is also net of any rental incentives received.

The right-of-use asset is subsequently depreciated on a straight-line basis from the lease inception date to the expiry of the useful life of the right-of-use asset or the expiry of the lease term, whichever is earlier. Furthermore, the Company regularly evaluates whether the right-of-use asset is impaired and handles any impairment losses that have occurred. The right-of-use asset is adjusted in conjunction with the remeasurement of the lease liability.

The lease liability is initially measured at the present value of the unpaid lease payments at the inception date of the lease. If the interest rate implied by the lease is easily determined, then the discount rate is that rate; if it is not easily determined, the incremental borrowing rate of the Group shall be used. Generally speaking, the Company adopts its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of lease liabilities include:

  • (1) Fixed payments, including substantial fixed payments;

  • (2) Lease payments based on changes in an index or rate, as measured by the index or rate on the date of lease commencement as the original measure.

  • (3) The residual value guarantee amount expected to be paid; and

  • (4) The exercise price or penalty payable when it is reasonably determined that the option to purchase or terminate the lease will be exercised.

Interest on lease liabilities is subsequently accrued using the effective interest method and remeasurement of the amount occurs in the event of the following:

  • (1) Changes in the index or rate used to determine lease payments result in changes in future lease payments;

  • (2) There is a change in the residual value guarantee amount expected to be paid;

  • (3) There is a change in the evaluation of the option to purchase the underlying asset;

  • (4) There is a change in the estimate of whether to exercise the option to extend or terminate, and the evaluation of the lease period is changed; and

  • (5) Modification of the subject matter, scope or other terms of the lease.

When the lease liability is remeasured as a result of the aforementioned changes in the index or rate used to determine lease payments and the assessment of options to extend or terminate the lease, this constitutes a corresponding adjustment to the carrying amount of the right-of-use asset; and when the carrying amount of the right-of-use asset

164

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

is reduced to zero, the remaining remeasured amount is recognized in income.

For lease modifications that reduce the scope of the lease, these constitute a reduction in the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease. The difference between this and the remeasured amount of the lease liability is recognized in income.

The Company presents right-of-use assets and lease liabilities that do not meet the definition of investment real property as separate line items in the balance sheet.

For short-term leasing of parking spaces and office equipment and leasing of low-value underlying assets, the Company chooses not to recognize right-of-use assets and lease liabilities. Instead, the related lease payments are recognized as expenses on a straight-line basis over the lease term.

2. Lessor

In transactions where the Company is the lessor, classification of lease contracts is made by whether they transfer substantially all risks and rewards of ownership of the underlying asset on the lease inception date. If this is the case, it is classified as a finance lease; otherwise, it is classified as an operating lease. At the time of evaluation, the Company considers relevant specific indicators including whether the lease period covers the main portion of the economic life of the underlying asset. If the Company is a sublease lessor, the main lease and sublease transactions are handled separately. The classification of sublease transactions is also evaluated with the right-of-use asset arising from the main lease. If the main lease is a short-term lease and the recognition exemption applies, the sublease transaction should be classified as an operating lease.

If the agreement contains lease and non-lease components, the Company shall allocate the consideration in the contract using the requirements of IFRS 15.

For assets held under a finance lease, the amount of the net investment in the lease is presented as finance lease receivable. The original direct costs incurred as a result of the negotiation and arrangement of the operating lease are included in the net amount of the lease investment. The net lease investment is in a form that reflects a fixed rate of return in each period and apportionment over the lease term is recognized as interest income. For operating leases, the Company recognizes lease payments received as rental income over the lease term on a straight-line basis.

(XI) Intangible assets

1. Identification and measurement

Goodwill arising from the acquisition of a subsidiary is measured in terms of cost

165

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

less accumulated impairment.

Expenses related to research activities are recognized under income at the time incurred.

Development expenditures are capitalized only made when they can be reliably measured, the technical or commercial feasibility of the product or process has been achieved, and it is probable that future economic benefits will flow to the Company, and the Company intends and has sufficient resources to complete the development and to use or sell the asset. Other development expenditures are recognized under income when incurred. After the original recognition, the capitalized development expense is measured by the amount of its costs less accumulated amortization and accumulated impairment.

Other intangible assets acquired by the Company with a limited period of durability, including customer relationships and patent rights and trademark rights, are measured by the amount of cost less accumulated amortization and cumulative impairment.

2. Subsequent expenditures

Subsequent expenditures are capitalized only to the extent that they increase the future economic benefits of the underlying asset. All other expenses are recognized under income as incurred, including internally developed goodwill and branding.

3. Amortization

Except for goodwill, amortization is calculated based on the cost of the asset less the estimated residual value. When an intangible asset is ready for use, it is recognized under income using the straight-line method over its estimated useful life.

(XII) Impairment on non-financial assets

The Company assesses on each reporting date whether there is an indication that the carrying amount of a non-financial asset may be impaired (except inventories and deferred tax assets). If any indication is present, the recoverable amount of the asset is estimated. Goodwill is regularly tested for impairment annually.

For the purpose of the impairment test, a group of assets whose cash inflows are largely independent of the cash inflows of other individual assets or groups of assets constitute the smallest identifiable group of assets. Goodwill acquired in a business combination is allocated to each cash-generating unit or group of cash-generating units that is expected to benefit from the synergies of the combination.

The recoverable amount is the higher of the individual asset or cash-generating unit’s fair value less costs of disposal and its value in use. When evaluating value in use, estimated future cash flows are discounted to present value using a pre-tax discount rate.

166

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

The discount rate should reflect current market evaluation of the time value of money and the risks specific to the asset or cash-generating unit.

If the recoverable amount of an individual asset or cash-generating unit is less than the carrying amount, impairment losses are recognized.

Impairment losses are recognized immediately under income, and first reduce the carrying amount of the amortized goodwill of the cash-generating unit. The carrying amount of each asset is reduced in proportion to the carrying amount of each other asset in the unit.

Goodwill impairment losses are not reversed. Non-financial assets other than goodwill are to be reversed only to the extent of not exceeding the carrying amount of the asset (net of depreciation or amortization) that would have been determined if an impairment loss had not been recognized in prior years.

(XIII) Income recognition

1. Revenue from customer contracts

Revenue is measured at the consideration to which the goods or services are expected to be acquired by the transfer of goods or services. The Company recognizes revenue when the control of the goods or services is transferred to the customer and the performance obligation is satisfied. The Company’s main revenue items are described as follows:

(1) Sale of goods

The Company sells wire and connectors. The Company recognizes revenue at the time of the transfer of control over the products. The transfer of control over the product means that the product has been delivered to the customer, the customer can completely decide the sales channel and price of the product, and there are no outstanding obligations that will affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location, its obsolescence and risk of loss has passed to the customer, and the customer has accepted the product in accordance with the sales contract, the acceptance clause has expired, or when the Company has objective evidence that all acceptance conditions have been met.

The Company recognizes accounts receivable when the goods are delivered, because the Company has the right to unconditionally receive consideration at that time. (2) Information systems and consulting services

The Company provides corporate information system and advisory services and recognizes associated revenue during the financial reporting period for the provision of

167

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

services. A fixed-price contract is based on the proportion of services actually provided to total services as of the reporting date, and the revenue is gradually recognized over time.

Some contracts contain multiple deliverables, such as hardware procurement and installation and system maintenance services. Most of them are services that do not include integration services and can be performed by other parties, so they are regarded as a separate performance obligation and the transaction price is apportioned on the basis of the separate selling price. If the price cannot be directly observed, it is estimated at the expected cost plus profit and the individual selling price. If the contract includes the purchase and installation of hardware, it is recognized as revenue from the hardware at the time of delivery of the hardware, the transfer of legal ownership and the acceptance of the customer.

If circumstances change, estimates of revenue, costs and degree of completion will be revised and the changes will be reflected in profit or loss during the period when management becomes aware of the changes.

Under a fixed-price contract, the customer pays a fixed amount according to the agreed timeline. If the services already provided exceed the payment, a contractual asset is recognized; if the payment exceeds the services already provided, a contractual liability is recognized.

A maintenance contract is based on the number of hours for which the service is provided and the revenue is recognized in the amount of the invoice that the Company is entitled to issue. The Company requests payment from the customer on a monthly or quarterly basis, and the consideration can be charged after the invoice is issued.

(3) Financial components

The Company expects that the time between the transfer of goods or services to the customer by all client contracts and the time between the customer’s payment for such goods or services does not exceed one year, and therefore the Company does not adjust the time value of money for the transaction price.

(XIV) Employee benefits

1. Defined contribution plans

The contribution obligation of the defined contribution pension plan is the employee benefit expense recognized under income during the period of service provided by the employee.

2. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis

168

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

and are recognized as expenses at the time of provision of the relevant services.

In connection with the amount expected to be paid under the short-term cash bonus or dividend plan, if it is a result of the employee’s past provision of services, the Company has a current statutory or presumptive payment obligation, and the obligation can be reliably estimated, the amount shall be recognized as a liability.

(XV) Income taxes

Income tax includes current and deferred income tax. Except for those items related to business combinations or items directly recognized in equity or other comprehensive income, current income tax and deferred income tax are recognized under income.

The Company has determined that the interest or penalty related to income tax does not meet the definition of income tax (including uncertain tax treatment), so the accounting treatment of IAS 37 is applied.

Current income tax includes the estimated income tax payable or tax refund payable based on the taxable income (loss) of the current year, and any adjustment to the income tax or tax refund payable in the previous year. After its amount reflects the income tax-related uncertainties, if any, it is the best estimate of the amount expected to be paid or received measured at the statutory tax rate or substantive legislative tax rate at the reporting date.

Deferred tax is the measurement and recognition of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their tax base. Deferred tax is not recognized for temporary differences arising from:

  1. Assets or liabilities that are not originally recognized in the transaction of a business combination, and do not affect accounting profits and taxable income (losses) at the time of the transaction;

  2. Temporary differences arising from investments in subsidiaries, affiliates and joint venture interests where the Group can control the timing of the reversal of the temporary difference and it is probable that it will be not reversed in the foreseeable future; and

  3. Taxable temporary differences arising from the original recognition of goodwill.

Unused tax losses and unused income tax credits are recognized as deferred tax assets at a later stage of the rollover with the deductible temporary differences, to the extent that there is a high probability that future tax income will be available. Furthermore, they are re-evaluated each reporting date to reduce the relevant income tax benefits to the extent that they are not likely to be realized; or to the extent that there is a high probability that sufficient taxable income will be reversed to the amount already reduced.

Deferred income tax is measured at the rate at which temporary differences are

169

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

expected to be reversed, based on the statutory or substantial legislative rates at the date of reporting, and reflects the uncertainty (if any) associated with income tax.

The Company only offsets deferred tax assets and deferred tax liabilities if the following conditions are simultaneously met:

  1. There is a statutory enforcement right to offset the current income tax assets and the current income tax liabilities against each other; and

  2. Deferred tax assets and deferred tax liabilities are related to one of the following taxpayers subject to income tax by the same tax authority;

  3. (1) The same taxpayer; or

  4. (2) Different taxpayers, but each entity intends to pay off the current income tax liabilities and assets on a net basis, or realize the assets and liquidation liabilities at the same time, during each future period in which the deferred tax assets are expected to be recovered and the deferred tax liabilities are expected to be repaid.

The undistributed surplus earnings of the Company are subject to income tax on profit-making enterprises. This is recognized as current income tax expense after a profit distribution proposal is approved by the shareholders’ meeting in the following year.

  • (XVI) Earnings per share

The Company presents basic and diluted earnings per share attributable to holders of ordinary shares of the Company. The basic earnings per share of the Company are the profit or loss attributable to the holders of ordinary shares of the Company, calculated by dividing by the weighted average number of ordinary shares outstanding for the period. Diluted earnings per share refers to the profit and loss attributable to the holders of the Company’s ordinary shares and the weighted average number of ordinary shares outstanding, calculated after separately adjusting for the effect of all potential dilutive ordinary shares. The Company’s potential dilutive ordinary shares include estimates of employee compensation.

(XVII) Segment information

The Company has disclosed segment information in the consolidated financial statements, so the parent company only financial statements do not disclose segment information.

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

The preparation of the parent company only financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers requires management to make judgments, estimates and assumptions that affect the application of the

170

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Management continues to review estimates and underlying assumptions, and changes in accounting estimates are recognized during the period of change and for future periods affected.

The Company’s accounting policies do not involve material uncertainties in judgments, estimates, and assumptions, and there are no matters that have a significant impact on the amounts recognized in the parent company only financial statements.

VI. Explanation of significant accounts

  • (I) Cash and cash equivalents
Cash on hand
Demand and foreign currency deposits
Cash on hand
December
31, 2022
$ 145
9,157
$ 145
$
33,870
December
31, 2021
$ 145
59,109
$ $ 59,254

Please refer to Note VI (XV) for the fair value sensitivity analysis and interest rate risk of the Company’s financial assets and liabilities.

  • (2) Notes and accounts receivable
Notes receivable
Accounts receivable
Less: Loss allowance
Net notes and accounts receivable
Net accounts receivable - related parties
December
31, 2022
$ 2,279
195,301
197,580
(2,448
)
$
195,132
$
179,348
$
15,784
December
31, 2021
$ 3,742
105,050
108,792
(31
)
$
108,761
$
95,220
$
13,541

The Company uses a simplified approach to estimate expected credit losses for all notes and accounts receivable; i.e., they are measured by lifetime expected credit losses. For measurement purpose, these notes and accounts receivable are grouped by common credit risk characteristics that represent the customer’s ability to pay all amounts due in accordance with the contractual terms. Forward-looking information such as historical credit loss experience and reasonable forecast of future economic conditions has been incorporated. Analysis of the expected credit losses of notes and accounts receivable for December 31, 2022 and 2021, is as follows:

171

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Credit rating December 31, 2022
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 178,535
-
-
19,045
12.85%
2,448
$
197,580
2,448
December 31, 2022
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 178,535
-
-
19,045
12.85%
2,448
$
197,580
2,448
December 31, 2022
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 178,535
-
-
19,045
12.85%
2,448
$
197,580
2,448
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Level A
Level B
$ 178,535
19,045

-

12.85%

$
197,580

2,448
Credit rating December 31, 2021
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 106,952
-
-
1,840
1.68%
31
$
108,792
31
December 31, 2021
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 106,952
-
-
1,840
1.68%
31
$
108,792
31
December 31, 2021
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 106,952
-
-
1,840
1.68%
31
$
108,792
31
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Level A
Level B
$ 106,952
1,840

-

1.68%

$
108,792
31

Aging analysis of the Company’s notes and accounts receivable is as follows:

Not yet past due
0 to 90 days past due
90 to 180 days past due
More than 180 days past due
December
31, 2022
$ 138,471
36,803
6,340
15,966
$
197,580
December
31, 2021
$ 85,991

20,128

1,027
1,646

$
108,792

Changes in the Company’s loss allowance for notes receivable and accounts receivable were as follows:

Opening balance at start of period
Impairment losses recognized
Balance at end of period
2022
$ 31
2,417
$
2,448
2021
$ 23
8
$
31

Allowance for doubtful accounts is mainly based on historical payment behavior and extensive analysis of the credit ratings of the target customers. The Company believes that the overdue portion of accounts receivable for which allowance for doubtful accounts has

172

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

not yet been provided is still recoverable.

As of December 31, 2022 and 2021, none of the Company’s notes and accounts receivable were pledged as collateral.

Please see note VI (XV) for the sensitivity analysis of exchange rates for the Company’s notes and accounts receivable for 2022 and 2021.

(III) Inventories

tories
Goods held for sale December
31, 2022
$
121,915
December
31, 2021
$
220,829
  1. The cost of inventories recognized as cost of goods sold and as expenses by the Company in 2022 and 2021 were NT$990,985 thousand and NT$802,823 thousand, respectively.

  2. Details of expenses and losses related to inventory recognition of the Company in 2022 and 2021 are as follows:

nd 2021 are as follows:
Write-down and losses from inactive inventory
2022
$
1,038
2021
$
162
  1. As of December 31, 2022 and 2021, none of the Company’s inventories were pledged as collateral.

  2. (IV) Investments accounted for using the equity method

The Company’s financial information for investments accounted for using the equity method at the reporting date was as follows:

hod at the reporting date was as follows:
Subsidiary December
31, 2022
$
1,869,000
December
31, 2021
$
1,653,416
  1. Please refer to the 2022 consolidated financial statements.

  2. As of December 31, 2022 and 2021, none of the Company’s investments under the equity method were pledged as collateral.

  3. (V) Property, plant, and equipment

Details of changes in cost and depreciation of property, plant, and equipment of the Company in 2022 and 2021 are as follows:

173

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Cost:
Balance on January 1, 2022
Add
Transfers
Disposal
Balance on December 31, 2022
Balance on January 1, 2021
Add
Transfers
Balance on December 31, 2021
Depreciation:
Balance on January 1, 2022
Depreciation in the current year
Disposal
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation in the current year
Disposal
Balance on December 31, 2021
Carrying amounts:
December 31, 2022
January 1, 2021
December 31, 2021
Land
$ 140,142
-
-
-
$
140,142
$ 140,142
-
-
$
140,142
$ -
-
-
$
-
$ -
-
-
$
-
$
140,142
$
140,142
$
140,142
Buildings
75,094
78
-
-
75,172
74,618
476
-
75,094
34,973
2,084
-
37,057
32,789
2,184
-
34,973
38,115
41,829
40,121
Office
equipment and
others
34,913
1,313
138
(7,647)
28,717
34,318
2,502
(1,907)
34,913
28,181
3,934
(7,647)
24,468
25,189
4,899
(1,907)
28,181
4,249
9,129
6,732
Total
250,149
1,391
138
(7,647)
244,031
249,078
2,978
(1,907)
250,149
63,154
6,018
(7,647)
61,525
57,978
7,083
(1,907)
63,154
182,506
191,100
186,995

Please see Note VIII for details of long-term borrowings and financing lines

guaranteed by a portion of property, plant, and equipment as of December 31, 2022 and 2021.

  • (VI) Right-of-use assets

Details of changes in the cost and depreciation of the Company’s leased buildings and others are as follows:

174

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Right-of-use asset costs:
Balance on January 1, 2022
Add
Balance on December 31, 2022
Balance on January 1, 2021
Add
Less
Balance on December 31, 2021
Right-of-use asset depreciation:
Balance on January 1, 2022
Depreciation in the current year
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation in the current year
Less
Balance on December 31, 2021
Carrying amounts:
December 31, 2022
January 1, 2021
December 31, 2021
Building
$ 2,123
3,600
Others

1,078
-
Total

3,201
3,600

$
5,723
1,078
6,801

$ 2,115
2,123
(2,115)


1,074

1,078
(1,074)


3,189

3,201
(3,189)

$
2,123

1,078

3,201

$ -
1,608

-
359

-
1,967

$
1,608
359
1,967

$ 1,410
705
(2,115)

716

358
(1,074)


2,126

1,063
(3,189)

$
-

-

-
$
4,115
719 4,834

$
705
358
1,063
$
2,123
1,078
3,201

(VII) Short-term loans

Secured bank loans
Unsecured bank loans
Short-term notes and bills payable
Total
Unused credit line
Interest rate
December
31, 2022
$ 531,000
160,000
-
$
691,000
$
450,775
1.25%~1.85%
December
31, 2021

1470,000

140,000
79,956

689,956

279,200

1%~1.33%
  1. For information about the Company’s interest rate and liquidity risks, please refer to Note VI (XV) for details.

  2. The Company’s short-term loan amounts are jointly and severally guaranteed by key management personnel; please refer to Note VII for details.

  3. Please refer to Note VIII for the details of the related assets of the Company pledged as collateral.

175

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

(VIII) Lease liabilities

Book value of the Company’s lease liabilities is as follows:

Current
Non-current
December
31, 2022
$
2,264
$
2,594
December
31, 2021
1,055
2,146

For the maturity analysis of financial instruments, please refer to Note VI (XV). Amounts recognized as profit or loss are as follows:

2022
Interest expense on lease liabilities
$
59
Variable lease payments not included in the
measurement of lease liabilities
$
33
Gains from sublease of right-of-use assets
$
1,825
Expenses related to short term leases
$
305
Expenses related to leases of low value assets
(excluding short term leases of low value
assets)
$
50
Amounts recognized in the statements of cash flows are as follows:
2022
Total cash flows from leases
$
2,390
2021
8
128
1,825

916
49
2021
2,179

1. Leasing of buildings

The Company leased buildings as office premises in December 31, 2022 and 2021.

The lease term of the office premises was three years, and the lease included the option to extend the lease term for the same period as the original contract.

2. Other leases

The lease period of parking space leased by the Company is three years.

Lease payments for some contracts are calculated based on the actual usage of the lease.

The Company also leases other equipment with contract terms of three years. These leases are short-term or leases of low value items. The Company has elected not to recognize right of use assets and lease liabilities for these leases.

(IX) Employee benefits

The defined contribution plan of the Company is in accordance with the provisions of the Labor Pension Act. In accordance with the contribution rate of 6% of workers’ monthly

176

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

wages, a contribution is transferred to the individual accounts of the labor pension fund of the Bureau of Labor Insurance. After the Company has allocated a fixed amount to the Bureau of Labor Insurance under this plan, it has no statutory or presumptive obligation to pay additional amounts.

The pension expenses under the Company’s 2022 and 2021 defined pension contributions were NT$6,135 thousand and NT$5,980 thousand, respectively, and were transferred to the Bureau of Labor Insurance.

  • (X) Income taxes

  • Income tax expense

  • (1) The Company’s expenses for 2022 and 2021 were as follows:

Income tax expense for the current period:
Generated in the current period
Undistributed surplus earnings
Undervaluation (overvaluation) for the prior period
Deferred tax expense
Income tax expense
2022
$ 4,418
520
112
5,050
12,739
$
17,789
2021

(351)

812
(321
)
140
25,214
25,354
  • (2) The Company’s 2022 and 2021 income tax expenses and pre-tax net profits were adjusted as follows:
Net profit before tax
Income tax calculated at the domestic tax rate of the
Company’s location
Net amount of domestic investment gains and losses
Changes in unrecognized temporary differences
Current-year losses for which no deferred tax asset
was recognized
Undistributed surplus earnings
Undervaluation (overvaluation) for the prior period
Others
Income tax expense
2022
$
201,977
$ 40,395

(8,045)
(13,418)
(2,763)
520
1,100
-
$
17,789
2021
156,083
31,217

(1,568)

(4,794)

-
812
(321)
8
25,354

177

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

2. Deferred tax assets and liabilities

  • (1) Unrecognized deferred tax liabilities

Temporary differences related to investment subsidiaries on December 31, 2022

and 2021, are due to the Company’s control over the timing of the reversal of these temporary differences. Therefore, no deferred tax liabilities were recognized. Relevant amounts were as follows:

Aggregated amount of temporary differences related
to investment subsidiaries
Amounts not recognized as deferred tax liabilities
December
31, 2022
$
850,357
$
186,213
December
31, 2021
807,729

174,558
  • (2) Items not recognized as deferred tax assets by the Company are as follows:
Deductible temporary differences
Tax loss
December
31, 2022
$ -
-
$
-
December
31, 2021
1,763
2,763
4,526

(3) Recognized deferred tax assets and liabilities

Changes in deferred tax assets and liabilities for 2022 and 2021 are as follows:

Investment
income
recognized
under the
equity method
(foreign)




Other




Total
Deferred tax liabilities:
Balance on January 1, 2022
$ 25,706
-
25,706
Debit/(credit) income
12,096
450
12,546
Balance on December 31, 2022 $
37,802
450
38,252
Balance on January 1, 2021
$ 6,674
-
6,674
Debit/(credit) income
19,032
-
19,032
Balance on December 31, 2021 $
25,706
-
25,706
Changes in deferred tax assets and liabilities for 2022 and 2021 are as follows:

Investment
income
recognized
under the
equity method
(foreign)




Other




Total
Deferred tax liabilities:
Balance on January 1, 2022
$ 25,706
-
25,706
Debit/(credit) income
12,096
450
12,546
Balance on December 31, 2022 $
37,802
450
38,252
Balance on January 1, 2021
$ 6,674
-
6,674
Debit/(credit) income
19,032
-
19,032
Balance on December 31, 2021 $
25,706
-
25,706
Changes in deferred tax assets and liabilities for 2022 and 2021 are as follows:

Investment
income
recognized
under the
equity method
(foreign)




Other




Total
Deferred tax liabilities:
Balance on January 1, 2022
$ 25,706
-
25,706
Debit/(credit) income
12,096
450
12,546
Balance on December 31, 2022 $
37,802
450
38,252
Balance on January 1, 2021
$ 6,674
-
6,674
Debit/(credit) income
19,032
-
19,032
Balance on December 31, 2021 $
25,706
-
25,706
Changes in deferred tax assets and liabilities for 2022 and 2021 are as follows:

Investment
income
recognized
under the
equity method
(foreign)




Other




Total
Deferred tax liabilities:
Balance on January 1, 2022
$ 25,706
-
25,706
Debit/(credit) income
12,096
450
12,546
Balance on December 31, 2022 $
37,802
450
38,252
Balance on January 1, 2021
$ 6,674
-
6,674
Debit/(credit) income
19,032
-
19,032
Balance on December 31, 2021 $
25,706
-
25,706
$ 25,706
12,096

$
37,802


450

38,252

$ 6,674
19,032


-

-

6,674
19,032

$
25,706


-

25,706

178

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)


Deferred tax assets:
Balance on January 1, 2022
(Debit)/credit income
Balance on December 31, 2022
Balance on January 1, 2021
(Debit)/credit income
Balance on December 31, 2021
Tax loss Other
-

2,411
2,411
-

-
-
**Total **
$ 2,604
(2,604)
2,604
(193)

$
-

2,411
$ 8,786
(6,182)

8,786
(6,182)

$
2,604

2,604
  1. The Company’s tax returns for the years up to 2020 were examined and approved by the tax authority.

(XI) Capital and other equity

For both December 31, 2022 and December 2021, the total authorized capital stock of the Company was NT$2,700,000 thousand and the par value was NT$10 per share, for 270,000 thousand shares. The total number of shares specified above constitutes ordinary shares, with the number of issued shares amounting to NT$95,890 thousand and NT$94,000 thousand, respectively. All payments for issued shares have been received.

The reconciliation table of the number of outstanding shares of the Company in 2022 and 2021 is as follows:

Starting balance on January 1
Issuance of stock dividend
Issuance of employee stock remuneration
Cancellation of treasury shares
Ending balance on December 31
Unit: Thousand shares
Common stock
2022
2021
94,000
94,000
2,790
-
100
-
(1,000)
-
95,890
94,000
Unit: Thousand shares
Common stock
2022
2021
94,000
94,000
2,790
-
100
-
(1,000)
-
95,890
94,000

95,890

1. Additional paid-in capital

According to the provisions of the Company Act, additional paid-in capital must first make up for losses and only then can realized additional paid-in capital be converted into capital or into cash dividends for issuance. Realized additional paid-in capital referred to in the preceding paragraph includes the excess from the issuance of shares in excess of the par value and from the receipt of gifts. In accordance with the provisions of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the total amount of additional paid-in capital allocated to be replenished each year may not

179

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

exceed 10% of the paid-in capital.

2. Retained earnings

If there is a surplus in the annual final accounts, then in accordance with the Articles of Incorporation of the Company and after paying income tax on profit-making enterprises and making up for losses in prior years, 10% should first be set aside as legal reserve. However, when the legal reserve has reached the level of the Company’s paid-in capital, this limitation shall not apply. Furthermore, appropriate special reserve or reversals shall be set aside in accordance with the decrees or regulations of the competent authority. If there is any remaining balance, a proposal for the distribution of this balance plus accumulated undistributed surplus earnings from the previous period shall be formulated by the Board of Directors. When issuing new shares, such distribution shall be made after a resolution of the shareholders’ meeting.

In accordance with the provisions of Paragraph 5, Article 240 of the Company Act, the Company authorizes the Board of Directors to pay dividends and bonuses for all or part of the legal reserve and additional paid-in capital as provided for in Paragraph 1, Article 241 of the Company Act per resolution passed by the majority of directors present at a Board meeting attended by more than two thirds of the directors. The dividends and bonuses shall be paid by way of issuing cash, and it shall be reported to the shareholders’ meeting.

In response to the growth of operations and investment needs, the Company has adopted the following dividend distribution principles at this stage:

The Company is in a stage of business growth, and the dividend distribution policy depends on the Company’s current and future investment environment, capital needs, domestic and international competition, capital budget, etc. Taking into account the interests of shareholders, balancing dividends and the Company’s long-term financial planning, etc., every year the Board of Directors shall draw up a distribution plan in accordance with the law and submit it for resolution by the shareholders’ meeting. Shareholders’ dividends may be distributed in cash or stock. The proportion of cash dividend distribution shall be no less than 10% of the total dividends. However, the cash dividend distribution ratio can still be adjusted according to the operating conditions of the current year.

(1) Legal reserve

When the Company has no losses, then subject to a resolution of the shareholders’ meeting, issuance shall be made of new shares or cash with the legal reserve. However, this is limited to the portion of the reserve exceeding 25% of the paid-in capital.

180

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

(2) Special reserve

Pursuant to Order issued by the Financial Supervisory Commission, when the Company distributes its distributable surplus, then for the net deduction of other shareholders’ equity incurred in the current year, special reserve of the same amount is withdrawn from the current income and the undistributed surplus of the previous period. If the amount of the deduction of other shareholders’ equity accumulated in the previous period is not distributed, special reserve of the same amount from the undistributed surplus of the previous period shall not be distributed. In the event of a subsequent reversal of the amount of the deduction of shareholders’ equity, earnings are distributed on the reversal portion.

(3) Earnings distribution

The Company respectively passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings for 2021 on March 22, 2022 and the amount of stock dividends under appropriation of earnings for 2021 on June 14, 2022. On August 4, 2021, the shareholders’ meeting passed a resolution on appropriation of earnings for 2020. The dividend amounts to be distributed to owners were as follows:

Dividends distributed to owners
of ordinary shares:
Cash dividend
Stock dividend
2021 2021 2021 2020
Dividend
rate (NT$)
Amount

0.70
65,100
-
-
$
65,100
Dividend
rate (NT$)

$ 0.30
0.30
Amount Dividend
rate (NT$)

0.70
-


27,900
27,900

$
55,800

On March 23, 2023, the Board of Directors of the Company proposed the earnings distribution for 2022 with the amount of dividends distributed to owners as follows:

Dividends distributed to owners of ordinary shares:
Cash dividend
2022
Dividend
rate (NT$)
Amount
$ 0.70$ 67,123
Dividend
rate (NT$)
$ 0.70

Cash dividends and stock dividends are calculated based on the 95,890 thousand shares of the Company that have been issued as of March 23, 2023, and that are entitled to participate in the distribution.

181

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

3. Treasury shares

In accordance with Article 28-2 of the Securities and Exchange Act, the Company

buys back treasury shares for the purpose of transferring shares to employees. Details of changes in treasury shares in 2022 and 2021 are as follows:

Treasury shares at start of period
Cancellations this period
Treasury shares at end of period
2022
Number of
shares
(thousand
shares)
Amount
1,000 $ 14,262
(1,000)
(14,262)
-
$
-
2022
Number of
shares
(thousand
shares)
Amount
1,000 $ 14,262
(1,000)
(14,262)
-
$
-
2021
Number of
shares
(thousand
shares)
Amount

1,000
14,262

-
-
2021
Number of
shares
(thousand
shares)
Amount

1,000
14,262

-
-
Number of
shares
(thousand
shares)
1,000
(1,000)
Number of
shares
(thousand
shares)

1,000

-

14,262
-

-


$
-

1,000

14,262

In accordance with provisions of the Securities and Exchange Act, the proportion of shares bought back by the Company may not exceed 10% of the total issued shares of the Company; the total amount of the shares purchased may not exceed the amount of retained earnings plus issued share premium and realized additional paid-in capital; shares repurchased as a result of the transfer of shares to employees shall be transferred within three years from the date of purchase, and if the transfer is not made within the time limit, then Company’s unissued shares shall be deemed to have been cancelled. In addition, treasury shares may not be pledged and no shareholder rights may be enjoyed before transfer.

(XII) Earnings per share

The Company’s basic earnings per share and diluted earnings per share are calculated as follows:

Basic earnings per share:
Net profit attributable to holders of ordinary shares of the
Company
Weighted average number of ordinary shares outstanding
(thousand shares)
Basic earnings per share (NT$)
2022
$
184,188
2021
130,729
95,790
1.36

95,868

$
1.92

182

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Diluted earnings per share:
Net profit attributable to holders of ordinary shares of the
Company (diluted)
Weighted average number of ordinary shares outstanding
(basic) (thousand shares)
Impact of employee stock remuneration
Weighted average number of ordinary shares outstanding
(diluted) (thousand shares)
Diluted earnings per share (NT$)
(XIII) Revenue from customer contracts
1. Details of revenue
Information
Services
Department
Primary regional markets:
Taiwan
$ 1,209,114
Mainland China
16,613
$
1,225,727
Information
Services
Department
Primary regional markets:
Taiwan
$ 1,001,971
Mainland China
16,194
$
1,018,165
2. Contract balances
December
31, 2022
Notes receivable
$ 2,279
Accounts receivable
195,301
Less: Loss allowance
(2,448
)
$
195,132
Contract liabilities
$
47,286
Diluted earnings per share:
Net profit attributable to holders of ordinary shares of the
Company (diluted)
Weighted average number of ordinary shares outstanding
(basic) (thousand shares)
Impact of employee stock remuneration
Weighted average number of ordinary shares outstanding
(diluted) (thousand shares)
Diluted earnings per share (NT$)
(XIII) Revenue from customer contracts
1. Details of revenue
Information
Services
Department
Primary regional markets:
Taiwan
$ 1,209,114
Mainland China
16,613
$
1,225,727
Information
Services
Department
Primary regional markets:
Taiwan
$ 1,001,971
Mainland China
16,194
$
1,018,165
2. Contract balances
December
31, 2022
Notes receivable
$ 2,279
Accounts receivable
195,301
Less: Loss allowance
(2,448
)
$
195,132
Contract liabilities
$
47,286
2022
$
184,188
2022
$
184,188

95,868
432
96,300

$
1.91
2022
Information
Services
Department
$ 1,209,114
16,613
Wire &
Connectors
Department

-
24,650

$
1,225,727

24,650

2021
Information
Services
Department
Information
Services
Department
$ 1,001,971
16,194

-
22,658
22,658
December
31, 2021

3,742

105,050
(31
)
108,761
159,007

$
1,018,165

December
31, 2022
$ 2,279
195,301
(2,448
)
$
195,132
$
47,286

183

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Please refer to Note VI (II) for the details of notes and accounts receivable and their impairment.

The opening balances of contract liabilities for January 1, 2022 and 2021, and the amounts recognized as revenue in 2022 and 2021 were NT$152,964 thousand and NT$133,709 thousand, respectively.

Changes in contract assets and contract liabilities are mainly due to the difference between the time when the Company transfers goods or services to customers to satisfy performance obligations and when customers pay.

(XIV) Remuneration of employees and of directors and supervisors

In accordance with the Company’s Articles of Incorporation, if there is profit for the year then no less than 1% and no more than 10% shall be allocated for employee remuneration by a resolution of the Board of Directors and in the form of stock or cash distributions. Distribution recipients are to include employees of affiliated companies who meet certain conditions. Out of the aforementioned profit amount of the Company, no more than 3% should be appropriated by a resolution of the Board of Directors as remuneration for directors and supervisors (constitutes director remuneration after the establishment of the Audit Committee).

Distribution proposals for employee remuneration and remuneration of directors and supervisors (constitutes director remuneration after the establishment of the Audit Committee) shall be reported to the shareholders’ meeting. However, when the Company still has accumulated losses, the compensation amounts should be reserved in advance before the remuneration of employees and the remuneration of directors is allocated according to the aforementioned proportions.

The estimated amounts of employee remuneration of the Company in 2022 and 2021 were NT$7,700 thousand and NT$4,840 thousand. Estimated amounts of the remuneration for directors and supervisors were NT$6,400 thousand and NT$4,500 thousand. These refer to the amounts before deducting the remuneration of employees and the remuneration of directors and supervisors from the net profit before tax of the Company for each period. After deducting the accumulated losses, the balance is multiplied by the remuneration of employees and directors and supervisors stipulated in the Company’s Articles of Incorporation The remuneration distribution percentage is an estimate basis and is presented as an operating expense for each period. (In all of the above instances, after the establishment of the Audit Committee, supervisor remuneration constitutes director remuneration.) If the Board of Directors decides to pay employee compensation in stock, the numbers of shares to be distributed are calculated based on the closing price of the Company one day before the date of the meeting of the Board of Directors.

184

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

In respect to the remuneration of employees, directors, and supervisors allocated by the above-mentioned resolutions of the Board of Directors, there were no differences between these amounts and the estimated amounts in the Company’s 2022 and 2021 consolidated financial statements. (After the establishment of the Audit Committee, supervisor remuneration constitutes director remuneration.) Relevant information can be inquired through the Market Observation Post System.

  • (XV) Financial instruments

1. Credit risk

  • (1) Amount of maximum credit risk exposure

The carrying amounts of financial assets and contract assets represent the maximum credit exposure amount.

(2) Concentration of credit risk

Since the Company has a large customer base, there is no significant concentration of transactions with a single customer and the sales area is dispersed. Therefore, there is no risk of significant concentration of credit risk in accounts receivable. In order to reduce credit risk, the Company also regularly and continuously evaluates the financial status of customers. However, customers are usually not required to provide collateral.

  • (3) Credit risk of receivables

For details of credit risk exposure information and credit impairment of notes

receivable and accounts receivable, please refer to Note VI (II).

2. Liquidity risk

The table below shows the contractual maturity dates of financial liabilities, including estimated interest and impact of netting agreements.

December 31, 2022
Non-derivative financial liabilities
Short-term bank loans
Lease liabilities
Notes and accounts payable
Other payables
Deposits received (accounted for as
other non-current liabilities)
Carrying
**amount **
Contractual
**cash flows **
**Within 1year **

**1 to 2years **
Over 2years
-

(305)
-
-
(348)
$ 691,000
4,858
139,433
60,745
348

(692,430)

(4,919)

(139,433)

(60,745)

(348)

(692,430)

(2,307)

(139,433)

(60,745)

-

-

(2,307)

-

-
-
$
896,384


(897,875)


(894,915)

(2,307)


(653)

185

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)


December 31, 2021
Non-derivative financial liabilities
Short-term bank loans
Short-term notes and bills payable
Lease liabilities
Notes and accounts payable
Other payables
Deposits received (accounted for as
other non-current liabilities)
Carrying
**amount **
Contractual
**cash flows **
**Within 1year **

**1 to 2years **
Over 2years
-
-

(1,086)
-
-
(348)
$ 610,000
79,956
3,201
116,434
47,655
348

(611,271)

(80,000)

(3,258)

(116,434)

(47,655)

(348)

(611,271)

(80,000)

(1,086)

(116,434)

(47,655)

-

-

-

(1,086)

-

-
-
$
857,594


(858,966)


(856,446)

(1,086)


(1,434)

The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or in significantly different amounts.

  1. Exchange rate risk

  2. (1) Exposure to exchange rate risk

The financial assets and liabilities of the Company exposed to significant foreign currency exchange rate risk are as follows:

Financial assets
Monetary items
USD
HKD
Financial liabilities
Monetary items
USD
December 31, 2022 December 31, 2022 December 31, 2022 Foreign currency unit: $ thousand
December 31, 2021
Foreign
currency
Exchange
Rate
TWD

1,518 USD/TWD
=27.68
42,018

2,004 HKD/TWD
=3.549
7,112

146 USD/TWD
=27.68
4,041
Foreign currency unit: $ thousand
December 31, 2021
Foreign
currency
Exchange
Rate
TWD

1,518 USD/TWD
=27.68
42,018

2,004 HKD/TWD
=3.549
7,112

146 USD/TWD
=27.68
4,041
Foreign
currency
$ 1,312

4,008


219
Exchange
Rate
TWD Foreign
currency
Exchange
Rate
USD/TWD
=27.68
HKD/TWD
=3.549
USD/TWD
=27.68
USD/TWD
=30.71
HKD/TWD
=3.938
USD/TWD
=30.71
40,285
15,784
6,728

1,518

2,004

146

(2) Sensitivity analysis

The exchange rate risk of the Company’s monetary items mainly comes from cash and cash equivalents, accounts receivable, other receivables and accounts payable denominated in foreign currencies which generate foreign currency exchange gains and losses at the time of translation. If the TWD had depreciated or appreciated by 5% against the USD or RMB as of December 31, 2022 and 2021, then with all other factors remaining constant the impact on net profit before tax in 2022 and 2021 would be as follows:

186

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

USD (versus TWD)
Appreciate 5%
Depreciate 5%
HKD (versus TWD)
Appreciate 5%
Depreciate 5%
December 31,
2022
$ 1,678
(1,678)
789
(789)
December
31, 2021

1,899

(1,899)

356

(356)

(3) Exchange gains and losses on monetary items

For information on exchange gains and losses on monetary items of the Company, foreign currency exchange gains (losses) in 2022 and 2021 (both realized and unrealized) amounted to NT$5,752 thousand and (NT$1,812) thousand.

4. Interest rate analysis

The Company’s financial asset and financial liability interest rate risk exposure is listed in the following table:

Variable rate instruments (book amounts):
Financial assets
Financial liabilities
December 31,
2022
$ 9,157
531,000
December
31, 2021

59,109

610,000

The following sensitivity analysis is based on the exposure to interest rate risk of the derivative and non-derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities on the reporting date have been outstanding for the whole year. The Company’s internal key management reported the increases and decreases in interest rates, and changes in interest rates of 25 basis points are considered by management to be reasonably possible.

If interest rates had increased or decreased by 25 basis points, and with all other variables held constant, the Company’s net profit before tax in 2022 and 2021 would have decreased or increased by NT$1,305 thousand and NT$1,377 thousand, respectively. This would mainly be due to variable interest rate demand deposits and borrowings of the Company.

187

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

5. Fair value information

(1) Fair value hierarchy

The carrying amounts and fair values of the Company’s financial assets and financial liabilities are listed below (including fair value rating information; however, provided that the carrying amount of financial instruments other than fair value is a reasonable approximation of fair value, and in the case of lease liabilities, there is no requirement to disclose fair value information):

Financial assets measured at
amortized cost
Cash and cash equivalents
Net notes receivable and
accounts receivable
(including related parties)
Other receivables - related
parties
Other financial assets -
current
Deposits made (accounted
for as other non-current
assets)
Financial liabilities measured
at amortized cost
Bank loans
Notes payable and
accounts payable
Other payables
Lease liabilities - current
Lease liabilities -
non-current
Deposits received
(accounted for as other
non-current liabilities)
December 31, 2022 December 31, 2022 December 31, 2022
Carrying
amount
$ 33,870

195,132
219
34,800
24,752
Fair value
Level 1

-

-

-

-
-

-

-

-

-

-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
-
**Total **
-
-
-
-
-
-
-
-
-
-
-

$
288,773


$ 691,000
139,433
60,745
2,264
2,594
348
$
896,384

188

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Financial assets measured at
amortized cost
Cash and cash equivalents
Net notes receivable and
accounts receivable
(including related parties)
Other receivables - related
parties
Other financial assets -
current
Deposits made (accounted
for as other non-current
assets)
Financial liabilities measured
at amortized cost
Bank loans
Notes payable and
accounts payable
Other payables
Lease liabilities - current
Lease liabilities -
non-current
Deposits received
(accounted for as other
non-current liabilities)
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount
$ 59,254

108,761
207
41,800
28,282
Fair value
Level 1

-

-

-

-
-

-

-

-

-

-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
-
**Total **
-
-
-
-
-
-
-
-
-
-
-

$
238,304


$ 689,956
116,434
47,655
1,055
2,146
348
$
857,594

(2) Valuation techniques for financial instruments not measured at fair value

The management of the Company believes that the carrying amounts of the Company’s financial assets and financial liabilities measured at amortized cost in the parent company only financial statements are close to their fair values.

(XVI) Financial risk management

1. Overview

The Company is exposed to the following risks as a result of the use of financial instruments:

(1) Credit risk

189

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

(2) Liquidity risk

(3) Market risk

This note presents the Company’s exposure information for each of the above risks, the Company’s objectives, policies and procedures for measuring and managing the risks. For further quantitative disclosures, please refer to the notes to the parent company only financial statements.

2. Risk management structure

The Company’s financial department provides services for various businesses, coordinates access to domestic and international financial market operations, and supervises and manages the financial risks associated with the Company’s operations through internal risk reports that analyze risk exposure according to the level and breadth of risk. The use of financial instruments is governed by the policies adopted by the Board of Directors of the Company. These constitute written principles for exchange rate risk, interest rate risk, credit risk, the use of non-derivative financial instruments, and the investment of surplus liquidity. Internal auditors continuously review policy compliance and exposure limits. The Company does not trade in financial instruments for speculative purposes (including derivative financial instruments).

3. Credit risk

Credit risk is the risk of financial loss of the Company due to the failure of the customer or counterparty of the financial instrument to perform its contractual obligations. This arises mainly from the Company’s accounts receivable from customers and securities investments.

(1) Accounts receivable and other receivables

The Company has established a credit policy under which the Company is required to analyze the credit rating of each new customer individually before giving standard payment and shipping conditions and terms. The Company’s review includes external ratings where available, and bank letters in certain circumstances. Purchasing limits are established on a case-by-case basis. Such limits are subject to periodic review. Customers who do not meet the Company’s benchmark credit rating may only trade with the Company on an advance receipt basis.

Accounts receivable cover a wide range of customers and are spread across different industries and geographic regions. The Company continuously evaluates the financial situation of its accounts receivable clients and, if necessary, purchases credit guarantee insurance contracts.

190

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Since the Company has a large customer base, there is no significant concentration of transactions with a single customer and the sales area is dispersed. Therefore, there is no risk of significant concentration of credit risk in accounts receivable. In order to reduce credit risk, the Company also regularly and continuously evaluates the financial status of customers. However, customers are usually not required to provide collateral.

(2) Investments

The credit risk of bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Company’s financial department. Since the Company’s transaction counterparties and other parties are all creditworthy banks and financial institutions as well as corporate organizations and government agencies at investment grade and above, there are no material performance concerns and therefore no significant credit risk.

(3) Guarantees

It is the Company’s policy to provide financial guarantees only to wholly-owned subsidiaries. Please refer to Note XIII (I) for information on endorsements/guarantees by the Company for subsidiaries as of December 31, 2022.

4. Liquidity risk

The Company manages and maintains sufficient cash and cash equivalents to support the Company’s operations and mitigate the impact of fluctuations in cash flows. The Company’s management monitors the use of bank financing lines and ensures compliance with the terms of loan contracts.

Bank borrowings are an important source of liquidity for the Company. Please refer to Note VI (VII) for unused bank facilities of the Company as of December 31, 2022 and 2021.

5. Market risk

Market risk refers to changes in market prices such as changes in exchange rates, interest rates, and equity instrument prices, and the risk that affects the Company’s earnings or the value of financial instruments it holds. The objective of market risk management is to control the exposure to market risk to within an acceptable range and to optimize returns on investment.

(1) Exchange rate risk

The Company is exposed to exchange rate risk arising from sales, purchases and borrowing transactions that are not denominated in the functional currency. The main transaction currencies are New Taiwan dollar and US dollar.

191

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Loan interest is priced in the currency of the principal of the loan. Generally speaking, the currency of the loan is the same as the currency of the cash flows generated by the Company’s operations, mainly New Taiwan dollar. In this case, it provides economic hedging without the need to use derivatives. Therefore, hedging accounting is not used.

For monetary assets and liabilities denominated in other foreign currencies, when short-term imbalances occur, the Company buys or sells foreign currencies at real-time exchange rates to ensure that the net risk exposure remains at an acceptable level.

(2) Interest rate risk

As the Company borrows funds at both fixed and floating interest rates, cash flow risk arises from the borrowing of funds at floating interest rates. The Company manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.

(XVII) Capital management

Based on the characteristics of the current operating industry and the future development of the Company, and considering factors such as changes in the external environment, the Company plans its capital management to ensure that it has the necessary financial resources and operating plans to meet the needs of future working capital, capital expenditure, debt repayment, and dividend payments. Management uses appropriate total debt/equity ratios, ratios of interest-bearing debt to equity, or other financial ratios to determine the optimal capitalization of the Company. It enhances shareholder returns by optimizing debt and equity balances while maintaining a sound capital base. Debt-to-equity ratios as of the reporting dates were as follows:

Total liabilities
Total equity
Interest-bearing debt
Debt-to-equity ratio
Ratio of interest-bearing debt to equity
December
31, 2022
$ 998,303
1,485,708
691,000
67%
47%
December
31, 2021

1,051,672

1,269,077

689,956

83%

54%

(XVIII) Investing and financing activities not affecting current cash flows

The Company’s non-cash transaction investment and financing activities in 2022 and 2021 were undertaken to obtain right-of-use assets via leasing; please refer to Note VI (VI) for details.

Reconciliation of liabilities from financing activities is as follows:

192

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Short-term loans
Deposits received
Lease liabilities
Total liabilities from financing activities
Short-term loans
Deposits received
Lease liabilities
Total liabilities from financing activities
January
1, 2022
$ 689,956
348
3,201
$
693,505
January
1, 2021
$ 652,868
248
1,078
$
654,194
Cash flows

1,044

-
(1,943)
Non-cash
changes
Others
-
-
3,600
3,600
Others
-
-
3,201
3,201
December
31, 2022
691,000
348
4,858

(899)

696,206

Cash flows

37,088

100
(1,078)

December
31, 2021
689,956
348
3,201

36,110

693,505

VII. Related party transactions

(I) Names and relationship with related parties

The Company’s subsidiaries and other related parties involved in transactions with the Company during the periods covered by these parent company only financial statements were as follows:

Relationship with the Name of related party Company CHLERAISE ELECTRONIC CORPORATION (CELERAISE) Subsidiary of the Company CELERAISE (THAILAND) CO., LTD (THAILAND) Subsidiary of the Company Celeraise Investments Limited (Celeraise Hong Kong) Subsidiary of the Company Leadpak Industrial Co., Ltd. (Leadpak Industrial, formerly Bor Subsidiary of the Company Sheng Industrial Co., Ltd.) Celeraise Technology Corporation (Celeraise Technology) Subsidiary of the Company Shanghai Zhansheng Electronics Co., Ltd. (Shanghai Subsidiary of the Company Zhansheng) Yield Profit International Enterprise Limited (Yield Profit Subsidiary of the Company International) Jet Success Technology Development Limited (Jet Success) Subsidiary of the Company Kunshan Yiguan Electronic Technology Co., Ltd. (Kunshan Subsidiary of the Company Yiguan) Mr. Yun-Teng Chang Chairman of the Company

193

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

(II) Significant transactions with related parties

1. Operating revenue

The amounts of significant sales of the Company to related parties were as follows:

Subsidiary 2022
$
20,818
2021
24,745

The Company has no sales prices for Celeraise Hong Kong and Kunshan Yiguan to compare with those for general customers. The sales prices for Celeraise Technology are not significantly different from that of ordinary customers. The Company’s credit conditions for Celeraise Technology are determined according to the credit conditions of the final purchaser of each project. The credit conditions for Celeraise Hong Kong and Kunshan Yiguan are 60 days. Payments are made according to financial needs. There is no significant difference from general customers, and the credit period for general customers is 30 to 60 days.

2. Purchases

The amounts of purchases of the Company from related parties were as follows:

Subsidiary
Celeraise Hong Kong
Others
2022
$ 21,819
1,275
2021

19,857
23

$
23,094
19,880

Purchase prices of the Company for related parties constitute the final selling prices of the finished products minus a certain percentage, and payment terms are based on their funding needs.

3. Receivables from related parties

Details of the Company’s receivables from related parties are as follows:

Accounts Related party category
Subsidiary:
Celeraise Hong Kong
Celeraise Technology
December
31, 2022
$ 15,784
-
December
31, 2021

7,136
6,405
Accounts receivable
$
15,784

13,541

194

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

4. Payables to related parties

Details of the Company’s receivables from related parties are as follows:

Accounts Related party category
Subsidiary:
December
31, 2022
$
6,532
December
31, 2021
Accounts payable 3,924

5. Loans to related parties

The amounts of funds loaned by the Company as of December 31, 2022 and 2021 each came to NT$0 thousand. Moreover, loans of funds to related parties were unsecured and interest-bearing at an interest rate of 1.5%. Interest income in 2022 and 2021 amounted to NT$0 thousand and NT$297 thousand, respectively; and interest receivable for the years ended December 31, 2022 and 2021, amounted to NT$219 thousand and NT$207 thousand, respectively, accounted for as other receivables - related parties.

6. Endorsements/Guarantees

Details of performance guarantees provided by related parties to the Company are as follows:

Subsidiary December
31, 2022
$
40,446
December
31, 2021
38,440

7. Leases

The Company leases some office floors to its subsidiaries and rent is charged

monthly. Rental income for both 2022 and 2021 was NT$1,080 thousand. As of December 31, 2022 and 2021, all relevant funds had been recovered.

(III) Key management personnel transactions

1. Compensation of key management personnel includes:

Short-term employee benefits

2022 2021
26,657
$
31,676

2. Guarantees provided

The total amounts of the Company’s short-term loan contracts for December 31, 2022 and 2021, were NT$1,141,775 thousand and NT$969,200 thousand, respectively, with Mr. Yun-Teng Chang serving as joint guarantor.

VIII. Pledged assets

Details of book values of assets provided by the Company as collateral against pledges are as follows:

195

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Asset name Purpose of pledge December
31, 2022
$ 140,142
38,115

34,800

-
24,752
December
31, 2021

123,514

33,505

26,800
15,000
28,282
Property, plant, and equipment - land
Property, plant, and equipment - buildings
Restricted bank deposits (accounted for as other
financial assets - current)
Time deposits (accounted for as other financial
assets - current)
Deposits made (accounted for as other non-current
assets)
Short-term loans
Short-term loans
Bank loans and
performance
guarantees, etc.
Bank loans and
performance
guarantees, etc.
Performance
guarantees and
bid deposits

$
237,809

227,101

IX. Significant commitments and contingencies: None .

X. Losses due to major disasters: None.

XI. Significant subsequent events: None.

XII. Other

The summary of current period employee benefits, depreciation, and amortization, by

function, is as follows:

function,is as follows:
Function
Nature
2022 2021
Under
operating
costs
Under
operating
expenses
Total Under
operating
costs
Under
operating
expenses
Total
Employee benefit expense
Salary expense
Health and labor insurance
expense
Pension expense
Director’s remuneration
Other employee benefit expense
Depreciation expense
Amortization expense
8,318
916
431
-

462
1,458
-

108,357

11,470

5,704
6,735

6,330

6,527
1,898

116,675

12,386

6,135

6,735

6,792

7,985

1,898
-
-
-
-
-

2,126

-
105,019
12,051
5,980
3,530
6,401

5,930
1,831

105,019

12,051

5,980

3,530

6,401

8,146

1,831

196

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Additional information on the number of employees and employee benefit expenses of the Company in 2022 and 2021 is as follows:

2022 and 2021 is as follows:
Number of employees
Number of directors who do not concurrently serve as
employees
Average employee benefit expense
Average employee salary expense
Adjustments in average employee salary expense
Supervisor’s remuneration
2022 2021

177
177
7
7
$
835

761

$
686

618

11%

-
$
-

he Company’s salary and remuneration policy information is as follows (including directors, supervisors, managers, and employees):

1. Employees:

The Company formulates employee salary policies according to the market salary level, the requirements of the responsibilities of each functional grade and the operation needs of the organization, and takes the employee’s academic experience, rank, responsibilities, and personal work performance as an important basis for salary verification.

The Company’s annual salary adjustment range is determined according to evaluations of operating conditions, budget, price levels, and market salary levels. The extent of individual salary adjustments of employees will be determined according to their performance and their salary competitiveness compared with employees of the same level. In addition, employees who are promoted according to the Employee Promotion Management Procedures shall see adjustments according to the adjustment of their responsibilities and their original salaries.

The Company’s salaries include recurring salaries (basic salary and fixed allowances paid on a monthly basis) as well as non-recurring salaries (non-monthly allowances, overtime pay, bonuses, employee compensation, etc.).

2. Managers:

The appointment of the general manager and deputy general managers (level) are handled in accordance with the provisions of the Company’s rules. The remuneration policy is determined according to the scope of powers and responsibilities of the position, the achievement rate of the Company’s overall operating goals, individual performance, and academic experience, and with reference to the salary levels of the same nature in the industry market.

197

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

3. Directors and supervisors:

Compensation of directors and supervisors includes travel expenses, remuneration, and the remuneration of directors and supervisors via earnings distributions. In accordance with the Company’s Articles of Incorporation, the remuneration of directors and supervisors shall account for no more than 3% of distributed earnings after a resolution by the Board of Directors, and it shall be reported to the shareholders’ meeting. Please see Note VI (XIV) for the relevant provisions of the Articles of Incorporation of the Company.

XIII. Other disclosures

(I) 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 in 2022:

1. Loans to other parties:

Number The
company
lending
funds
Name of borrower Current
account
Whether
a related
party


Highest
amount
during the
period
Balance at
end of
period
Actual
usage
amount
Interest
rate
Purposes
of fund
financing
for the
borrower
Transaction
amount for
business
between
twoparties

Reasons
for short
term
financing
Allowan
ce for
bad debt
Collateral Collateral Loan limit for
individual
counterpartie
s

Total loan
limit

Name
Value
1
1
2
2
2
3
4
Jiun Tai
Jiun Tai
Jet
Success
Jet
Success
Jet
Success
Shanghai
Zhansheng
Celeraise
Hong Kong
THAILAND
Celeraise Hong Kong
Yield Profit
International
Celeraise Hong Kong
CELERAISE
Huizhou Zhanmao
THAILAND
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Y
Y
Y
Y
Y
Y
Y
33,781
16,108
23,195
141,746
16,108
50,242
45,101
33,781
15,355
22,111
-
15,355
49,149
42,994
33,781
15,355
22,111
-
15,355
49,149
42,994
2%
1.5%
1.5%
1.5%
2%
1.5%
2%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
-
-
-
-
-
-
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
-
-
-
-
-
-
-
None
None
None
None
None
None
None
-
-
-
-
-
-
-
104,611
(Note 1)
104,611
(Note 1)
366,320
(Note 2)
366,320
(Note 2)
146,528
(Note 2)
123,567
(Note 3)
426,975
(Note 4)
104,266
(Note 1)
104,611
(Note 1)
366,320
(Note 2)
366,320
(Note 2)
146,528
(Note 2)
123,567
(Note 3)
426,975
(Note 4)

Note 1: In accordance with Jiun Tai’s Operational “Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Jiun Tai’s net value. If there is a need for short-term financing with Jiun Tai, the loan amount may not exceed 100% of Jiun Tai’s net value. Further, the total amount of foreign intercompany loans where Jiun Tai does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 2: In accordance with Jet Success’s “Operational Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Jet Success’s net value. If there is a need for short-term financing with Jet Success, the loan amount may not exceed 100% of Jet Success’s net value. Separately, the total amount of intercompany loans to foreign companies where Jet Success does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 3: In accordance with Shanghai Zhansheng’s “Operational Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Shanghai Zhansheng’s net value. If there is a need for short-term financing with Shanghai Zhansheng, the loan amount may not exceed 100% of Shanghai Zhansheng’s net value. Separately, the total amount of intercompany loans where Shanghai Zhansheng does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 4: In accordance with Celeraise Hong Kong’s “Operational Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Celeraise Hong Kong’s net value. If there is a need for short-term financing with Celeraise Hong Kong, the loan amount may not exceed 100% of Celeraise Hong Kong’s net value. Separately, the total amount of intercompany loans where Celeraise Hong Kong does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 5: The above transactions have been eliminated in the preparation of the consolidated financial statements.

198

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

2. Guarantees and endorsements for other parties:

Number Name of
endorsement/guara
ntee company
Counterparty of guarantee and
endorsement
Counterparty of guarantee and
endorsement
Endorsement/
guarantee
limit for single
enterprise

Maximum
endorseme
nt/guarante
e balance
for the
current
period
Balance of
endorseme
nt/guarante
e at end of
period
Actual usage
amount
Guarantee
amount by
endorsement of
property
guarantees
Ratio of cumulative
endorsement/guara
ntee amount to net
value of the most
recent financial
statements
Endorseme
nt/guarante
e maximum
Endorseme
nt/guarante
e of parent
company
for
subsidiarie
s



Endorseme
nt/guarante
e of
subsidiarie
s for parent
company

Endorsemen
ts/guarantee
s to the
mainland
China
region
Company name Relationship
0
0
1
The Company

Celeraise
Technology
Celeraise Hong
Kong/Jiun Tai
Celeraise Hong
Kong/Yield Profit
International/Cele
raise Technology
The Company
Subsidiary of the
Company
Subsidiary of the
Company
Parent company
1,485,708
1,485,708
346,561
80,538
146,645
48,208
76,775
(Note 2)
142,130
(Note 3)
40,446
-
-
40,446
-
-
-
5.17%
9.57%
58.35%
1,485,708
1,485,708
346,561
Y
Y
N
N
N
Y
N
N
N
  • Note 1: The total amount of the Company’s external endorsements/guarantees may not exceed 100% of the Company’s net value. The amount of endorsements/guarantees for a single enterprise may not exceed 100% of the Company’s net value.

  • Note 2: A shared quota guarantee is provided for Celeraise Hong Kong and Jiun Tai of NT$76,775 thousand (US$2,500 thousand). Note 3: A joint guarantee is provided for Celeraise Hong Kong, Yield Profit International, and Celeraise Technology of NT$142,130 thousand (US$3,000 thousand and NT$50,000).

  • Note 4: Endorsements/guarantees made by Celeraise Technology are made in accordance with that company’s Management Measures for Loans and Endorsements/Guarantees. The total amount of external endorsements/guarantees may not exceed 500% of the company’s net value, and the amount of endorsements/guarantees for a single enterprise may not exceed 500% of the company’s net value.

  • Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures): None.

  • Individual securities acquired or disposed of with accumulated amount exceeding NT$300 million or 20% of the paid-in capital: None.

  • Acquisition of individual real property with amount exceeding NT$300 million or 20% of the paid-in capital: None.

  • Disposal of individual real property with amount exceeding NT$300 million or 20% of the paid-in capital: None.

  • Related party transactions for purchases and sales with amounts exceeding NT$100 million or 20% of the paid-in capital:

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Company
buying
(selling)
goods

Transaction
counterparty
Relationship Transaction status Circumstances and
reasons why trading
conditions are
different from ordinary
transactions

Notes and accounts
receivable (payable)

Notes

Buying
(selling)
goods
Amount
(Note 1)
Ratio of
total
purchas
es
(sales)

Credit
period
Unit price Credit
period
Balance
(Note 3)

Ratio of
total notes
and
accounts
receivable
(payable)
Celeraise
Hong Kong
CELERAISE
CELERAISE
Celeraise Hong
Kong
Ultimate parent
company is the
same
Ultimate parent
company is the
same
(Sales)
Purchase
(398,095)

398,095

(40) %

62 %
Monthly
settlement is
270 days,
and the
payments
are made
based on
funding
needs
Monthly
settlement is
270 days,
and the
payments
are made
based on
funding
needs

No
significant
difference
with general
customers

No
significant
difference
with general
customers
No significant
difference with
general
customers
No significant
difference with
general
customers
130,840
(130,840)

42%

(66)%
Note 1
Note 1

199

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Company
buying
(selling)
goods

Transaction
counterparty
Relationship Transaction status Transaction status Transaction status Transaction status Circumstances and
reasons why trading
conditions are
different from ordinary
transactions
Circumstances and
reasons why trading
conditions are
different from ordinary
transactions

Notes and accounts
receivable (payable)

Notes and accounts
receivable (payable)

Notes

Buying
(selling)
goods
Amount
(Note 1)
Ratio of
total
purchas
es
(sales)

Credit
period
Unit price Credit
period
Balance
(Note 3)
Ratio of
total notes
and
accounts
receivable
(payable)
Huizhou
Zhanmao
Celeraise
Hong Kong
Celeraise
Hong Kong
Huizhou
Zhanmao
Celeraise Hong
Kong
Huizhou Zhanmao
Huizhou Zhanmao
Celeraise Hong
Kong
Ultimate parent
company is the
same
Ultimate parent
company is the
same
Ultimate parent
company is the
same
Ultimate parent
company is the
same
(Sales)

Purchase
(Sales)
Purchase
(370,493)
370,493
(151,292)
151,292

(52) %

37 %

(15) %

40 %
Monthly
settlement is
270 days,
and the
payments
are made
based on
funding
needs
Monthly
settlement is
270 days,
and the
payments
are made
based on
funding
needs
Monthly
settlement is
270 days,
and the
payments
are made
based on
funding
needs
Monthly
settlement is
270 days,
and the
payments
are made
based on
funding
needs

No
significant
difference
with general
customers

No
significant
difference
with general
customers

No
significant
difference
with general
customers

No
significant
difference
with general
customers
No significant
difference with
general
customers
No significant
difference with
general
customers
No significant
difference with
general
customers
No significant
difference with
general
customers
118,650
(118,650)
176,511
(176,511)
52%
(40)%
57%
(66)%
Note 1
Note 1
Note 1
Note 1

Note 1: The above transactions have been eliminated in the preparation of the consolidated financial statements.

  1. Receivables from related parties with amounts exceeding NT$100 million or 20% of the

paid-in capital:

paid-in capital: paid-in capital: paid-in capital: paid-in capital: paid-in capital:
Unit: NT$ thousand
Company with
accounts
receivable
Transaction
counterparty
Relationship Balance of
receivables
from related
parties

Turnover
rate
Receivables overdue from
relatedparties
Receivables
amount from
related parties
recovered after
theperiod
Amount of
allowance
for doubtful
accounts
Amount Action taken
Celeraise Hong Kong
Celeraise Hong Kong
Huizhou Zhanmao
Huizhou
Zhanmao
CELERAISE
Celeraise Hong
Kong
Ultimate parent
company is the
same
Ultimate parent
company is the
same
Ultimate parent
company is the
same
176,511
130,840
118,650
93%
406%
426%
-
-
-
17,321
60,479
39,001
-
-
-

Note 1: Information up to February 28, 2023.

Note 2: The transactions listed on the left have been eliminated in the preparation of the consolidated financial statements.

  1. Trading in derivative instruments: None.

  2. (II) Information on investees

  3. The Company’s reinvestment business information is as follows (excluding investment in mainland China companies):

200

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares
Investing
company
name
Investee company
name
**Region ** Main business items Original investment amount Held at end of period Profit or loss of
the investee
company for the
current period
(Note 2)

Investment
gains and
losses
recognized in
the current
period(Note 2)
Notes
End of current
period
End of prior
period
Number of
shares
Ratio Carrying amount
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
Jiun Tai
Celeraise
Hong Kong
A Team
Jiun Tai
Celeraise Technology
Leadpak Industrial
Celeraise Hong Kong
CELERAISE
THAILAND
Celeraise Hong Kong
Yield Profit
International
Jet Success
British
Virgin
Islands
Hong
Kong
Taiwan
Taiwan
Hong
Kong
Philippine
s
Thailand
Hong
Kong
Hong
Kong
Hong
Kong
Investment, trading,
and holding company
Holding company
Information service
industry
International trade
and other wholesale
and retail trade
Manufacture and sale
of wire and cable
connectors and
connectors
Manufacture and sale
of wire and cable
connectors and
connectors
Manufacture and sale
of wire and cable
connectors and
connectors
Manufacture and sale
of wire and cable
connectors and
connectors
Investment, trading,
and holding company
Investment, trading,
and holding company
16,538
280,890
30,000
29,810

382,646

25,532

182,136

1
(HKD0.16)
(Note 1)
61,433
(HKD15,600)
(Note 1)
30,716
(HKD7,800)
(Note 1)

16,538

280,890

30,000

29,810

382,646

25,532

182,136
1
(HKD0.16)
(Note 1)
61,433
(HKD15,600)
(Note 1)
30,716
(HKD7,800)
(Note 1)

500

59,920

3,000

2,981

50,300

400

18,275
-
15,600
7,800

100%

100%

100%

99.36%

99.99%

100%

100%

0.01%

100%

100%
974
267,120
69,315
17,778
1,093,730
255,661
164,422
1
(HKD0.16)
(Note 1)
313,566
(HKD79,626)
(Note 1)
366,320
(HKD93,022)
(Note 1)

-

(2,987)

39,928

300

56,930

44,708

18,640
-
60,290
(HKD15,820)
(Note 2)
(3,226)
(HKD(846))
(Note 2)
-

(2,987)

39,927

298

56,930

44,708

18,640
Recognized by
Jiun Tai
Recognized by
Celeraise Hong
Kong
Subsidiary







Sub-subsi
diary

Note 1: Converted to New Taiwan dollar at the period-end exchange rate on the financial reporting end date. Note 2: Converted to New Taiwan dollar at the average exchange rate during the financial reporting period.

(III) Information on investment in mainland China

  1. Relevant information such as the name and main business items of the investee company in mainland China:
in mainland China: in mainland China: in mainland China: in mainland China: in mainland China:
Unit: Foreign currency thousands / thousand shares
Mainland China
investee
company name

Main business items
Paid-in capital
amount (Note 3)
Investment
method

Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the current period
(Note 3)
Investment amount
remitted or
recovered in the
currentperiod
Accumulated
investment
amount remitted
from Taiwan at the
end of the current
period (Note 3)
Profit or loss of the
investee company
for the current
period (Note 4)
Shareholding
ratio of the
Company’s direct
or indirect
investment

Investment gains
and losses
recognized in the
current period
(Notes 4 and 5)
Book value of
investments at the
end of the period
(Note 3)
Investment
income
repatriated up
to the current
period

Outflow
Inflow
Shanghai
Minshi
Shanghai
Zhansheng
Shenzhen
Zhansheng
Celeraise
Chenzhou
Kunshan
Yiguan
Huizhou
Zhanmao
R&D and production of
industrial automation
control, product quality
control, communication,
and electronic network
computing software
Production of electronics,
cable connectors,
telephone spare parts and
small household
appliances; sales of the
company’s own products
Manufacture and sale of
wire and cable connectors
and connectors
Production and sale of wire
connectors, electronic wire
products, etc.
Manufacture and sale of
wire and cable connectors
and connectors, etc.
Production and sale of wire
connectors, electronic wire
products and packaging
materials, etc.
15,355
(US$500)
51,439
(US$1,675)
46,363
(US$515
RMB$6,930)
(Note 6)


-
30,710
(US$1,000)


51,593
(US$1,680)
(Note 7)
Note 1
Note 2
Note 2
Note 2
Note 2
Note 2
15,355
(US$500)
224,183
(US$7,300)
-
30,710
(US$1,000)
30,710
(US$1,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
15,355
(US$500)
224,183
(US$7,300)
-
30,710
(US$1,000)
30,710
(US$1,000)
-
-
5,899
(RMB1,334)
(8,831)
(RMB(1,997))
(Note 8)
2,901
(RMB656)
60,741
(RMB13,736)
100%
100%
100%
-%
100%
100%
-
5,395
(RMB1,220)
(5,728)
(HKD(1,503))
-
2,900
(HKD761)
60,724
(HKD15,934)
-
130,490
(RMB29,603)
32,933
(HKD8,363)
(Note 8)
360,307
(HKD91,495)
336,872
(HKD85,544)
-
-
-

-
-
-

2. Limitations on investment in mainland China:

Company
name
Accumulated investment amount
remitted from Taiwan to
mainland China at the end of the
current period (Note 3)


Investment amount
approved by the Investment
Commission of the Ministry
of Economic Affairs (Note 3)
Investment limit for the
mainland China area in
accordance with the
regulations of the
Investment Commission
of the Ministry of
Economic Affairs
891,425
The Company 300,958(USD9,800) 371,284(USD12,090)

Note 1: Reinvestment in mainland China through investment and establishment of companies in a third region.

201

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

  • Note 2: Reinvestment in mainland China companies by reinvesting in existing companies in a third region.

  • Note 3: Converted to New Taiwan dollar at the period-end exchange rate on the financial reporting end date.

  • Note 4: Converted to New Taiwan dollar at the average exchange rate during the financial reporting period.

  • Note 5: Investment gains and losses for the current period are recognized based on the financial statements of the invested company that have been verified and certified by the CPAs of the Taiwan parent company.

  • Note 6: Constitutes reinvestment undertaken by Celeraise Hong Kong through investment of US$515 thousand of its own funds and use of fixed assets.

  • Note 7: The difference between the remitted investment amount and the Company’s remittance is the reinvestment of US$1,680 thousand made by Celeraise Hong Kong, Yield Profit International, and Jet Success using their own funds.

  • Note 8: Celeraise Chenzhou Industry completed the liquidation process in June 2018 and the investment amount was reimbursed in July 2018.

  • Note 9: The above transactions have been eliminated in the preparation of the consolidated financial statements.

  • Material transactions with mainland China investee companies:

  • For direct or indirect material transactions between the Company and mainland

  • China investee companies in 2022 (eliminated in the preparation of the consolidated statements), please see the description detailed under the “Information on Material Transactions” as well as “Business relationships and significant intercompany transactions”.

(IV) Information on principal shareholders:

rmation on principal shareholders:
Unit: Shares
Shares
Principal shareholder name
Number of
shares held
Shareholding
percentage
Year Jan Industrial Co., Ltd. 11,152,634
11.63%
Jiayu Investment Co., Ltd. 9,485,167
9.89%
Jusheng Investment Co., Ltd. 8,842,241
9.22%
Wei Yi Investment Co., Ltd. 7,792,774
8.12%
Shih Chieh Wei Co., Ltd. 7,715,421
8.04%
  • Note: (1) The information of major shareholders in this table is published by the depository and clearing company on the last business day at the end of each quarter, calculating shareholder ownership of the company with information on the delivery of more than 5% of ordinary shares that have been completed without physical registration (including treasury shares). As for the share capital

202

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (continued)

recorded in the company’s financial statements and the actual number of shares that the company has completed without physical registration, there may be discrepancies or differences due to the different basis for preparation and calculation.

  • (2) If the above-mentioned information is of shares delivered to a trust by a shareholder, it is disclosed by the individual account of the trustor whose trust account is opened by the trustee. As for insider equity declarations of shareholders holding more than 10% of shares made in accordance with the Securities and Exchange Act, such shareholdings include own-held shares plus shares that are delivered to a trust and that have the right to exercise decision-making power over the trust property. Please refer to the Market Observation Post System for insider equity declaration information.

XIV. Segment information

Please refer to the 2022 consolidated financial statements for details.

203

Welltend Technology Corporation

Schedule of cash and cash equivalents December 31, 2022

December 31, 2022 Unit: NT$ thousand
**Item ** Summary Amount
Cash on hand $ 145
Demand deposits 5,349
Foreign currency USD 124 thousand @30.71
deposits 3,808
Time deposits USD 800 thousand @30.71 24,568
$ 33,870
Schedule of notes and accounts receivable -
non-related parties
Customer
name
Notes receivable:
Others (Note)
Accounts receivable:
Company V
Company AA
Company Z
Others (Note)
Less: Loss allowance
Total
Summary
Operating revenue from
non-related parties
Operating revenue from
non-related parties

Amount
$ 2,279
41,030
21,893
14,279
102,315
179,517
(2,448)
$
179,348

Note: The balance of each item does not exceed 5% of the amount of this account and is not listed separately.

204

Welltend Technology Corporation

Schedule of inventories

December 31, 2022

Unit: NT$ thousand

Item
Goods held for sale
Less: Allowance for depreciation and inactive inventory
Total
Amount
Cost
Net
realizable
value
$ 123,665
125,538
(1,750)
$
121,915
Amount
Cost
Net
realizable
value
$ 123,665
125,538
(1,750)
$
121,915
Cost
$ 123,665
(1,750)
125,538

$
121,915

205

Welltend Technology Corporation

Schedule of changes in investments using the

equity method January 1 to December 31, 2022

Units: NT$ thousand / Original currency thousand

Number of shares: Thousand shares

Name Opening balance at
start of period
Opening balance at
start of period
Additions this
period
Additions this
period
Reductions this
period
Reductions this
period
Investment
gains
(losses)
recognized
under the
equity
method
Exchange
differences on
translation of
foreign
financial
statements
Balance at end of period Balance at end of period Balance at end of period Total
market
price or net
value
Provision of
guarantee or
pledge
Notes
Number
of shares
Amount Number
of
shares
Amount
-
-
-
-
-
-
-
Number
of
shares
Amount
-
-
-
-
-
-
-

Number of
shares
Shareholdin
g
percentage
Amount

974

267,120

17,778

69,315

1,093,730

255,661
164,422
A-Team Tech
Jiun Tai
Leadpak Industrial
Celeraise Technology
Celeraise Hong Kong
CELERAISE
THAILAND
500$ 960
59,920
266,257
2,981
17,480
3,000
29,388
50,300
996,827
400
207,137
3,275
135,367
$ 1,653,416

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
(2,987)
298
39,927
56,930
44,708
18,640
14

3,850

-

-

39,973

3,816
10,415
58,068

500

59,920
2,981
3,000

50,300

400
3,275

100%

100%

99.36%

100%

99.99%

99.99%

99.99%

974

261,528

17,794

69,312

1,067,438

255,661

164,422

None











$ 1,653,416 - -
157,516

1,869,000

206

Welltend Technology Corporation

Schedule of changes in property, plant, and

equipment

December 31, 2022

Please see Note VI (V)

Schedule of short-term loans

Creditor bank
First Commercial
Bank
Shin Kong Bank
CTBC
Mega Bank
Citibank
Taiwan Cooperative
Bank
DBS Bank
SCSB Bank
Summary
Contract
period
Operating
turnover
amount
111.06~112.05

111.04~112.04

111.04~112.04

111.11~112.11

111.03~112.03

111.10~112.10

111.04~112.04

111.04~112.04
Interest rate
1.48%~1.52%
-
1.44%~1.60%
1.40%~1.68%
1.30%~1.57%
1.65%~1.85%
1.25%~1.65%
1.65%
Financing
amount
Collateral or
guarantee
$ 420,000
Land and
buildings
75,000
Certificates of
deposit
250,000
None
100,000
Land and
buildings
76,775 Reimbursement
account
40,000 Reimbursement
account
100,000 Reimbursement
account
80,000
Land and
buildings
Amount
340,000
-
160,000
-
60,000
1,000
80,000
50,000

$ 691,000

207

Welltend Technology Corporation Schedule of notes and accounts payable December 31, 2022

Unit: NT$ thousand

Customer name
Notes payable
Accounts payable:
Company J
Company H
Company I
Company X
Company Y
Others (Note)
Accounts payable - related parties
Total
Note: The balance of each item does
listed separately.
Summary
Amount
Operating expenses from
non-related parties
$ -
Operating expenses from
non-related parties
$ 24,594

33,589

11,889

9,222

8,446

45,161
132,901
Operating expenses of related
persons
6,532
$
139,433
not exceed 5% of the amount of this account and is not
Amount
$ -
$ 24,594
33,589
11,889
9,222
8,446
45,161

132,901
6,532

$
139,433

Schedule of other payables

Item
Salaries and bonuses payable
Employee compensation payable
Others (Note)
Remuneration payable to directors
Health insurance premiums payable
Summary
Salary in December 2022 and estimated year-end
bonus in 2022
Labor fees and withholdings, etc., payable
Labor fees, business tax and withholdings, etc.,
payable
Amount
$ 36,337
7,700
6,812
6,400
3,496

$ 60,745

Note: The balance of each account does not exceed 5% of the amount of this account and is not listed separately.

208

Welltend Technology Corporation Schedule of operating revenue January 1 to December 31, 2022

Unit: NT$ thousand

Item
Sales revenue:
Information products
Wire and connectors
Less: Returns and discounts
Others
Net operating revenue
Quantity Amount
$ 1,089,424
24,650

1,114,074
(8,779)

1,105,295
145,082

$
1,250,377

209

Welltend Technology Corporation

Schedule of operating costs

January 1 to December 31, 2022

Unit: NT$ thousand

Item
Starting inventory
Add: Incoming material for this period
Less: Ending inventory
Cost of goods sold
Other operating costs
Losses from inventory depreciation and inactive inventory
Total
Amount
$ 221,540
893,110
(123,665)
990,985
34,546
1,038
$
1,026,569

Schedule of operating expenses

Item
Salary expenses
Depreciation
Insurance expenses
Employees’ compensation
Remuneration of directors
Others (Note)
Total
Marketing
Expenses

$ 72,235
1,338
8,616
-
-
15,478
$
97,667
Management
Expenses


36,122

5,189

3,625
7,700
6,400
18,755

77,791

Note: The balance of each item does not exceed 5% of the amount of this account and is not listed separately

210

V. Consolidated financial statements for parent and subsidiary companies for the most recent fiscal year audited by CPAs:

Representation Letter

The entities that are required to be included in the combined financial statements of Welltend Technology 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, Welltend Technology Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Welltend Technology Corporation Chairman: Yun-Teng Chang Date: March 23, 2023

211

Independent Auditors’ Report

To the Board of Directors of Welltend Technology Corporation:

Opinion

We have completed our review of the balance sheet of Welltend Technology Corporation and its Subsidiaries (Welltend Group) Consolidated for the years ended December 31, 2022 and 2021, and the consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the years ended December 31, 2022 and 2021, as well as the notes to the consolidated financial statements (including a summary of significant accounting policies).

In our opinion, the aforementioned consolidated financial statements in all major respects are in compliance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission. They are sufficient to adequately express the consolidated financial status of Welltend Group as of December 31, 2022 and 2021, and its consolidated financial performance and consolidated cash flows for the years ended December 31, 2022 and 2021.

Basis for Opinion

We perform audit work in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants as well as the auditing standards. Our responsibilities under these Standards are further explained in the section on Responsibilities of the accountants for auditing the consolidated financial statements. Personnel subject to rules of independence under our offices adhere to the Norm of Professional Ethics for Certified Public Accountants and remain detached and independent from Welltend Group, and they fulfill other responsibilities of the Norm. We believe that sufficient and appropriate audit evidence has been obtained to serve as a basis for expressing an audit opinion.

Key Audit Matters

Key audit matters refer to the most important matters for the audit of Welltend Technology Group’s 2022 consolidated financial statements based on our professional judgment. These matters have been addressed in the process of reviewing the consolidated financial statements as a whole and in forming an audit opinion, and we do not express a separate opinion on these matters. Key audit matters that we judge should be communicated in the audit report are as follows:

212

Revenue recognition

For accounting policies on revenue recognition, please refer to Revenue Recognition in Note 4 (XIII) of the Notes to the Consolidated Financial Statements. For descriptions of revenue, please refer to Revenue from Customer Contracts in Note 6 (XII) of the Notes to the Consolidated Financial Statements.

Explanation of key audit matters:

The main businesses of Welltend Group are information systems and consulting services and the sale of wires and connectors. Therefore, revenue is one of the important items in its financial statements. The amount and changes of operating revenue may affect the understanding of financial statement users regarding the financial statements as a whole. Therefore, the test of revenue recognition is one of our important evaluation items in performing audits of the financial statements of Welltend Technology Group. Corresponding audit procedures:

Our main audit procedures for the above-mentioned key audit matters include testing the control of the revenue and collection operation cycle, implementing revenue audit procedures and detailed tests, performing correspondence audit procedures for accounts receivable, and performing spot checks of the Information Services Department’s contract liabilities. Furthermore, we evaluate whether the timing of operating revenue recognition is handled in accordance with the relevant bulletins.

Other Matters

Welltend Technology Corporation has prepared parent company only financial statements for 2022 and 2021, and the audit report with unqualified opinion that we have issued is on file for reference.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The responsibility of management is to prepare properly expressed consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission, and to maintain the necessary internal controls in connection with the preparation of the consolidated financial statements to ensure that the consolidated financial statements are free from material misrepresentation that could result from fraud or error.

When preparing the consolidated financial statements, the responsibilities of management also include evaluating the ability of Welltend Group to continue operating, the disclosure of related matters, and the adoption of a going-concern accounting basis unless management intends to liquidate Welltend Group or cease operations, or there is no other practical alternative to liquidation or business closure.

213

The governance units of Welltend Group (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

The purpose of our audit of the consolidated financial statements is to obtain reasonable assurance as to whether there is a material misrepresentation of the consolidated financial statements as a whole that could result from fraud or error, and to issue an audit report. Reasonable assurance means a high degree of assurance. However, there is no guarantee that an audit carried out in accordance with the auditing standards will detect material misrepresentations in the consolidated financial statements. Misrepresentation may result from fraud or error. Misrepresentations of individual amounts or aggregates are considered material if they would reasonably be expected to affect economic decisions made by users of the consolidated financial statements.

We apply professional judgment and professional skepticism when conducting audits in accordance with the auditing standards. We also perform the following tasks:

  1. Identify and evaluate the risk of material misrepresentation in the consolidated financial statements resulting from fraud or error; design and implement appropriate countermeasures for the evaluated risks; and obtain sufficient and appropriate evidence to serve as the basis for the audit opinion. Because fraud may involve complicity, forgery, deliberate omission, misrepresentation, or circumvention of internal controls, the risk of not detecting a material misrepresentation caused by fraud is higher than that arising from error.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of Welltend Technology Group.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Welltend Technology Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit 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 audit report. However, future events or conditions may cause Welltend Technology Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair

214

presentation.

  1. Obtain sufficient and appropriate audit evidence for the financial information of entities within the Group so as to express an opinion on the consolidated financial statements. We are responsible for the guidance, supervision and execution of Group audit cases and we are also responsible for forming audit opinions on the Group’s financial statements.

  2. We communicate with those charged with governance regarding, among other matters,

  3. 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 2022 consolidated financial statements of Welltend Technology Group and are therefore the key audit matters. We describe these matters in our audit 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 impact 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 Yi-Wen Wang and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 23, 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 audit 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.

215

Welltend Technology Corporation and Subsidiaries

Consolidated Balance Sheet

December 31, 2022 and 2021

Unit: NT$ thousand

Assets
Current assets:
1100
Cash and cash equivalents (Note VI (I))
1170
Net notes and accounts receivable (Notes VI (II) and VI (XIII))
1300
Net inventories (Note VI (III))
1470
Other current assets
1476
Other financial assets - current (Note VIII)

Non-current assets:
1600
Property, plant, and equipment (Notes VI (IV) and VIII)
1755
Right-of-use assets (Notes VI (V) and VII)
1780
Intangible assets
1840
Deferred tax assets (Note VI (X))
1900
Other non-current assets (Note VIII)
1915
Long-term prepayments

Total assets
December 31, 2022 December 31, 2022 **December 31, ** **December 31, ** 2021
%

15

28

31

3
2
79

15

2

2

-

2
-
21
100
Liabilities and equity
Current liabilities:
2100
Short-term borrowings (Notes VI (VI),VII and VIII)
2130
Current contract liabilities (Note VI (XIII))
2170
Notes and accounts payable
2200
Other payables (Note VII)
2280
Current lease liabilities (Notes VI (VIII) and VII)
2300
Other current liabilities

Non-current liabilities:
2570
Deferred tax liabilities (Note VI (X))
2580
Non-current lease liabilities (Notes VI (VIII) and VII)
2600
Other non-current liabilities
Total liabilities
Equity attributable to owners of parent(Note VI (XI)):
3100
Capital stock
3200
Additional paid-in capital
3300
Retained earnings
3400
Other equity
3500
Treasury shares
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2022 December 31, 2022 **December 31, ** **December 31, ** 2021
%

25

7

13

6

-

1
Amount
$ 530,360

997,775
779,205
132,237
36,547
% Amount

412,811

789,775

876,593

93,047
43,257
Amount
$ 691,000
55,892
443,594
249,241
31,592
30,471
% Amount

689,956

203,606

352,959

176,101

10,915
28,988

17

33

25

4
1
80

14

2

2

-

2
-
20
100

23

2

14

8

1

1

2,476,124

2,215,483

426,974
72,958
44,414
3,440
56,164
-


414,455

42,827

45,461
3,546

68,630
29
1,501,790
49
1,462,525
52

49,319
42,709
434


2

1

-


25,706

32,579
432


1

1

-
92,462
3
58,717
2

1,594,252


52

1,521,242


54
603,950 574,948 958,900
7,525
639,311
(120,028)
-

31

-

21

(4)
-

940,000
7,991

513,444

(178,096)
(14,262)

34

-

18

(6)

-

$
3,080,074

2,790,431
1,485,708
48

1,269,077


46

114


-

112


-
1,485,822
48
1,269,189
46

$
3,080,074


100

2,790,431


100

Chairman: Yun-Teng Chang

(Please refer to the attached notes to the parent company only financial statements) Manager: Hsiang-Yu Wang

Accounting Supervisor: Wen-Pin Chen

216

Welltend Technology Corporation and Subsidiaries

Consolidated Statement of Comprehensive Income January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Operating revenue(Note VI (XIII)):
4110
Net sales revenue
4800
Other operating revenue
Operating costs(Notes VI (III), VI (VIII), VI (IX), VII, and XII):
5110
Cost of goods sold
5800
Other operating costs
5910
Operating margin
Operating expenses(Notes VI (VIII), VI (IX), VI (XIV), VII, and XII):
6100
Marketing expenses
6200
Management expenses
6450
Expected credit loss (Note VI (II))
6900
Operating profit
Non-operating income and expenses:
7010
Other revenue
7100
Interest income
7230
Net foreign currency exchange gain (losses) (Note VI (XV))
7510
Interest expense (Notes VI (VIII) and VII)
7590
Sundry expenses
7900
Net profit before tax
7950
Less: Income tax expense(Note VI (X))
Net profit for the period
8300
Other comprehensive income:
8360
Components of other comprehensive income subsequently reclassified to
profit or loss
8361
Exchange differences on translation of foreign financial statements
8300
Other comprehensive income for the period
Total comprehensive income for the period
Net profit for the period attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Earnings per share(Note VI (XII))
9750
Basic earnings per share (Unit: NT$)
9850
Diluted earnings per share (Unit: NT$)
2022 **2021 **
Amount
$ 3,606,201
301,983
% Amount
3,128,277
245,161
%

93
7
100

78
2
80
20

8

6
-
14
6

1

-

(1)

-
-
-

6
2
4
(2)
(2)
2

4
-
4

2
-
2
1.36
1.36

92
8

3,908,184
100
3,373,438

3,074,581
110,710

79
3


2,623,418
67,472

3,185,291
82
2,690,890

722,893
18
682,548

211,837
214,174
3,000


5

6
-


253,768
190,099
2,585


429,011
11
446,452

293,882
7
236,096

10,834
2,610
23,714
(11,233)
(7,954)





-

-

1

-
-

18,978
4,141
(26,718)
(9,599)
(11,225)





17,971
1
(24,423)


311,853
127,663

8
3

211,673
80,945


184,190
5
130,728

58,068
1
(51,460)

58,068
1
(51,460)


$
242,258
6
79,268

$ 184,188
2


5
-

130,729
(1)

$
184,190
5
130,728

$ 242,256
2



6
-

79,269
(1)

$
242,258
6
79,268

$
1.92
1.91
$

(Please refer to the attached notes to the parent company only financial statements) Chairman: Yun-Teng Chang Manager: Hsiang-Yu Wang Accounting Supervisor: Wen-Pin Chen

217

Welltend Technology Corporation and Subsidiaries Consolidated Statement of Changes in Equity

January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Equity attributable to owners of parent

Balance on January 1, 2021
Earnings allocation and distribution:
Provision for legal reserve
Provision for special reserve
Common stock cash dividend
Net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Balance on December 31, 2021
Earnings allocation and distribution:
Provision for legal reserve
Provision for special reserve
Common stock cash dividend
Common stock stock dividend
Transfer of employee remuneration to capital
Net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Cancellation of treasury shares
Balance on December 31, 2022

Share
capital from
common
**stock **
Additional
paid-in
**capital **
**Retained earnings ** **Retained earnings ** **Other equity ** **Other equity **



Treasury
shares
(14,262)




Total
equity
attributable
to owners
of the
parent
company
1,254,908






Non-contro
lling
interests
113
-
-
-
-
(1)
-
(1)
112
-
-

-
-
-
-
2
-
2
-
114





Total
equity
1,255,021
Exchange
differences
on
translation
of foreign
financial
**statements **
Legal
reserve
70,918
9,598
-
-
9,598
-
-
-
80,516
13,074
-
-
-
-
13,074
-
-
-
-
93,590
Special
reserve
Undistribute
d surplus
earnings
124,887
252,010

-
(9,598)
1,749
(1,749)
-
(65,100)
1,749
(76,447)
-
130,729
-
-
-
130,729
126,636
306,292

-
(13,074)
51,460
(51,460)
-
(27,900)
-
(27,900)
-
-
51,460
(120,334)
-
184,188
-
-
-
184,188
-
(2,521)
178,096
367,625



**Total **
$ 940,000 7,991 124,887 447,815 (126,636)

-
-
-
-
-
-

-
1,749
-
(9,598)

(1,749)
(65,100)

-

-
(65,100)
-
-
-
-
-
-

-
-
(65,100)

-
-
(65,100)
- - 1,749 (76,447) (65,100) - - (65,100) (65,100)
-
-
-
-
-
-
130,729
-

130,729
-

-
(51,460)
-
-
130,729
(51,460)
130,728
(51,460)
- - - 130,729 130,729 (51,460) - 79,269 79,268
940,000 7,991 126,636 306,292 513,444 (178,096) (14,262) 1,269,077 1,269,189
-
-
-
27,900
1,000
-
-
-

-
1,275

-
51,460
-
-
-
(13,074)

(51,460)
(27,900)
(27,900)
-

-

-

(27,900)

(27,900)
-
-
-

-

-
-
-
-
-
-
-

-
-
(27,900)
-
2,275

-
-
(27,900)
-
2,275
28,900 1,275 51,460 (120,334) (55,800) - - (25,625) (25,625)
-
-
-
-
-
-

184,188
-
184,188
-
-
58,068
-
-
184,188
58,068
184,190
58,068
- - - 184,188 184,188 58,068 - 242,256 242,258
(10,000) (1,741) - (2,521) (2,521) - 14,262 -
-
$ 958,900 7,525 178,096 367,625 639,311 (120,028) - 1,485,708 1,485,822

(Please refer to the attached notes to the parent company only financial statements) Manager: Hsiang-Yu Wang

Chairman: Yun-Teng Chang

Accounting Supervisor: Wen-Pin Chen

218

Welltend Technology Corporation and Subsidiaries Consolidated Statement of Cash Flows

January 1 to December 31, 2022 and 2021

Unit: NT$ thousand

Cash flows from operating activities:
Net profit before tax for the period
Adjustments:
Adjustments to reconcile profit (loss)
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Loss on disposal of property, plant, and equipment
Lease modification benefits
Total adjustments to reconcile profit (loss)
Changes in assets and liabilities related to operating activities:
Net changes in assets related to operating activities, net:
Notes and accounts receivable
Inventories
Other current assets
Other financial assets
Total net changes in assets related to operating activities
Changes in liabilities related to operating activities, net:
Contract liabilities
Notes and accounts payable
Other payables
Other current liabilities
Other liabilities related to operating activities
Net changes in assets and liabilities related to operating activities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income tax paid
Net cash inflow from operating activities
Cash flows from investing activities:
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
Decrease in refundable deposits
Decrease (Increase) in other non-current assets
Acquisition of intangible assets
Other financial assets
Net cash outflows from investing activities
Cash flows from financing activities:
Short-term borrowings
Repayment of lease liability principal
Increase (decrease) in other non-current liabilities
Issuance of cash dividend
Net cash inflows from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents for the period
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
2022
$ 311,853
2021
211,673

78,345
1,922
3,000
11,233
(2,610)
841
(3)


78,189

1,853

2,585

9,599

(4,141)

48
(634)

92,728

87,499

(211,000)
97,388
(51,321)
(290)


(86,139)

(153,465)

(22,170)
(829)

(165,223)

(262,603)

(147,714)
90,635
43,750
1,483


16,292

9,426

(2,118)
(656)

(11,846)

22,944

(177,069)

(239,659)

(84,341)

(152,160)

227,512
4,039
(10,968)
(62,484)


59,513

2,382

(9,729)
(36,963)

158,099

15,203

(46,088)
97
5,010
4,436
(875)
7,000


(43,893)

-

-

(15,541)

(1,052)
1,500

(30,420)

(58,986)

1,044
(30,883)
-
(27,900)


18,845

(34,986)
100
(65,100)

(57,739)

(81,141)

47,609

(29,790)

117,549
412,811


(154,714)
567,525

$
530,360

412,811

(Please refer to the attached notes to the parent company only financial statements) Chairman: Yun-Teng Chang Manager: Hsiang-Yu Wang Accounting Supervisor: Wen-Pin Chen

219

Welltend Technology Corporation and Subsidiaries Notes to the Consolidated Financial Statements 2022 and 2021

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

I. Company history

Welltend Technology Corporation NGJZ (“the Company”) was established in June 1993. Its main businesses are the sale of wires and connectors and the integrated planning and implementation of information systems and consulting services. The composition of the Company’s consolidated financial statements as of December 31, 2022 includes the Company and subsidiaries of the Company (hereinafter collectively referred to as “the Group”). Please refer to Note 4 (II) for an explanation of the main businesses of the Group.

II. Approval date and procedures of the consolidated financial statements

The consolidated financial statements were authorized for issuance by the Board of Directors on March 23, 2023.

III. New standards, amendments and interpretations adopted

  • (I) Impact of adopting the newly issued and revised standards and interpretations approved by the Financial Supervisory Commission

The Group has been applying the following newly amended IFRSs since January 1, 2022, and this has not materially affected the consolidated financial statements.

  • Amendments to IAS 16 “Property, Plant and Equipment — Proceeds before Intended Use”

  • Amendments to IAS 37 “Onerous Contracts — Cost of Fulfilling a Contract”

  • Annual reform of IFRS 2018-2020 cycle

  • Amendments to IFRS 3 “References to the Conceptual Framework”

  • (II) Impact of the adoption of the IFRSs approved by the Financial Supervisory Commission

The Group has evaluated that the application of the following newly amended IFRSs effective from January 1, 2023, will not materially affect the 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”

220

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • (III) Impact of newly issued and revised standards and interpretations not yet approved by the FSC

The following standards and interpretations have been issued and amended by the International Accounting Standards Board (IASB) but have not yet been approved by the FSC and may be relevant to the Group:

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
IAS 1 currently stipulates that a
liability that does not have an
unconditional right to defer
settlement for at least twelve
months after the reporting period
should be classified as current. The
amendment deletes the
requirement that the right should be
unconditional and instead requires
that the right must exist and be
substantive at the end of the
reporting period.
The amendment clarifies how an
enterprise should classify liabilities
that are paid off by issuing its own
equity instruments (such as
convertible bonds).
After reconsidering certain aspects
of the 2020 IAS 1 amendments, the
new amendment clarifies that only
contractual terms in compliance on
or before the reporting date affect
the classification of a liability as a
current or non-current liability.
The contractual terms to which a
business is bound after the
reporting date (i.e., future terms) do
not affect the classification of
liabilities at that date. However,
when non-current liabilities are
subject to future contractual terms,
a company must disclose
information to help users of
financial statements understand the
risk that such liabilities may be
repaid within twelve months of the
reporting date.
Effective date
per IASB
January 1,
2024
January 1,
2024

221

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

The Group is evaluating the impact of its initial adoption of the abovementioned standards and interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other new and revised standards that have not yet been approved to have a material impact on the 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

  • Amendment to IFRS 16 “Requirements for Sale and Leaseback Transactions”

IV. Summary of significant accounting policies

Significant accounting policies adopted in these consolidated financial statements are summarized below. Unless otherwise stated, the following accounting policies have been consistently applied to all periods of expression in these consolidated financial statements.

  • (I) Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter the “Regulations”) and with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission (hereinafter the “FSC-approved IFRSs”).

  • (II) Basis of compilation

1. Measurement basis

These consolidated financial statements are prepared on a historical cost basis.

2. Functional currency and presentation currency

Each entity in the Group uses the currency of the main economic environment in which it operates as its functional currency. These consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar. All financial information presented in New Taiwan dollars is in thousands of New Taiwan dollars.

222

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(III) Basis of consolidation

1. Principles for the preparation of the consolidated financial statements

The preparation of the consolidated financial statements includes the Company and entities controlled by the Company (i.e., subsidiaries). When the Company is exposed to, or has rights to, variable returns from its participation in the investee entity, and has the ability to affect those returns through power over the investee entity, the Company controls that entity.

Starting from the date of acquisition of control of the subsidiary, its financial statements are included in the consolidated financial statements, until the date of loss of control. Transactions, balances, and any unrealized gains and losses within the Group have been completely eliminated in the preparation of the consolidated financial statements. The total comprehensive income of subsidiaries is attributed to the owners of the Company and non-controlling interests, respectively. This is true even if the non-controlling interest thus becomes a loss balance.

The financial statements of subsidiaries have been adjusted appropriately so that their accounting policies are consistent with those used by the Group.

When changes in the Group’s ownership interests in a subsidiary do not result in a loss of control of the subsidiary, they are treated as an equity transaction with the owner. The difference between the adjustment for non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity and attributed to the owners of the Company.

2. List of subsidiaries in the consolidated financial statements

Subsidiaries included in these consolidated financial statements include:

Investing
company
**name **
**Subsidiary name **
**Nature of business **
**Shareholding ratio ** **Shareholding ratio **
December
31, 2022
December
31, 2021
The
Company
The
Company
The
Company
A-Team Tech Inc. (A-Team)
JIUN TAI CORPORATION
LIMITED (JIUN TAI)
CELERAISE ELECTRONIC
CORPORATION
(CELERAISE)
Investment, trading, and
holding company
Holding company
Manufacture and sale of
wire and cable
connectors and
connectors

100.00%
100.00%

100.00%
100.00%
100.00%
100.00%

223

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Investing
company
name
Subsidiary name Nature of business Shareholding ratio
December
31, 2022
company
name
The
Company
The
Company
and Jiun Tai
The
Company
The
Company
A-Team
JIUN TAI
Celeraise
Hong Kong
Celeraise
Hong Kong
Celeraise
Hong Kong
Yield Profit
International
Jet Success
CELERAISE (THAILAND)
CO., LTD (THAILAND)
Celeraise Investments
Limited (Celeraise Hong
Kong)
Leadpak Industrial Co., Ltd.
(Leadpak Industrial, formerly
Bor Sheng Industrial Co.,
Ltd.)
Celeraise Technology
Corporation (Celeraise
Technology)
Minshi Computer Technology
(Shanghai) Co., Ltd.
(Shanghai Minshi)
Shanghai Zhansheng
Electronics Co., Ltd.
(Shanghai Zhansheng)
Yield Profit International
Enterprise Limited (Yield
Profit International)
Jet Success Technology
Development Limited (Jet
Success)
Shenzhen Zhansheng
Electric Power Co., Ltd.
(Shenzhen Zhansheng)
Zhan Mao Electronics
Enterprise (Huizhou) Co., Ltd.
(Huizhou Zhan Mao)
Kunshan Yiguan Electronic
Technology Co., Ltd.
(Kunshan Yiguan)
Manufacture and sale of
wire and cable
connectors and
connectors
Manufacture and sale of
wire and cable
connectors and
connectors
International trade and
other wholesale and
retail trade
Automatic control
equipment engineering
industry, computer
equipment installation
industry, etc.

R&D and production of
industrial automation
control, product quality
control, communication,
and electronic network
computer software
Production of
electronics, wire
connectors, telephone
spare parts and small
household appliances;
sale of the company’s
own products
Investment, trading, and
holding company
Investment, trading, and
holding company
Manufacture and sale of
wire and cable
connectors and
connectors

Manufacture and sale of
wire and cable
connectors and
connectors
Manufacture and sale of
wire and cable
connectors and
connectors

100.00%
100.00%

100.00%
100.00%
99.36%
99.36%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%

100.00%
100.00%

100.00%
100.00%

100.00%
100.00%

100.00%
100.00%

100.00%
100.00%

224

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(IV) Foreign currency

1. Foreign currency transactions

Foreign currency transactions are translated into the functional currency based on the exchange rate on the transaction date. At the end of each subsequent reporting period (hereinafter referred to as the reporting date), the foreign currency monetary items are converted into the functional currency according to the exchange rate on that date. Foreign currency non-monetary items measured at fair value are converted into the functional currency at the exchange rate on the day when the fair value was measured. Foreign currency non-monetary items measured at historical cost are translated at the exchange rate on the date of the transaction.

Foreign currency translation differences arising from translation are normally recognized in income. However, the following situations are recognized in other comprehensive income:

  • (1) Designated as equity investments at fair value through other comprehensive income;

  • (2) Designated as financial liabilities of foreign operations’ net investment in hedging that are within the effective scope of hedging; or

  • (3) Qualified cash flow hedging that is within the effective scope of hedging.

  • Foreign operations

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from acquisitions, are converted into New Taiwan dollars according to the exchange rate on the reporting date. Income and expense items are converted into New Taiwan dollars according to the average exchange rate of the current period. Exchange differences that arise are recognized in other comprehensive income.

When disposal of foreign operations results in a loss of control, joint control, or significant influence, the accumulated exchange difference with respect to the foreign operations is fully reclassified as income. In the event of partial disposal of a subsidiary that includes foreign operations, the relevant accumulated exchange difference shall be re-attributed to non-controlling interest on a pro rata basis. In the event of partial disposal of an investment involving an affiliate or joint venture that includes foreign operations, the relevant accumulated exchange difference shall be reclassified to income on a pro rata basis.

225

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

For monetary receivables or payables of foreign operations, if there is no repayment plan and it is impossible to repay in the foreseeable future, the foreign currency exchange gains and losses arising therefrom are regarded as part of the net investment in the foreign operations and are recognized as other comprehensive income.

(V) Classification criteria for distinguishing current and non-current assets and liabilities Assets that meet one of the following conditions are classified as current assets, and all other assets that are not current assets are classified as non-current assets:

  1. The asset is expected to be realized during the normal operating cycle, or it is intended to be sold or consumed;

  2. The asset is held primarily for trading purposes;

  3. The asset is expected to be realized within twelve months of the reporting period; or

  4. The asset constitutes cash or cash equivalents, unless there are other restrictions on exchanging the asset or using it to settle a liability at least twelve months after the reporting period.

Liabilities that meet one of the following conditions are classified as current liabilities, and all other liabilities that are not current liabilities are classified as non-current liabilities:

  1. The liability is expected to be settled during the normal operating cycle;

  2. The liability is held primarily for trading purposes;

  3. The liability is expected to be settled when it comes due within twelve months of the reporting period; or

  4. The liability does not have an unconditional right to defer settlement for at least twelve months after the reporting period. The terms of the liability may be subject to the option of the counterparty to issue equity instruments resulting in its repayment and this does not affect its classification.

  5. (VI) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible into fixed amounts of cash with little risk of changes in value. Fixed deposits that meet the above definition and are held for short-term cash commitments rather than investment or other purposes are presented in cash equivalents.

226

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(VII) Financial instruments

Accounts receivable and debt securities issued are originally recognized as they are incurred. All other financial assets and financial liabilities are originally recognized when the Group becomes a party to the contractual terms of the financial instrument. Financial assets not measured at fair value through profit or loss (except for accounts receivable that do not contain significant financial components) or financial liabilities that are originally measured at fair value plus transaction costs directly attributable to the acquisition or issue. Accounts receivable that do not contain significant financial components are originally measured at their transaction prices.

1. Financial assets

For the purchase or sale of financial assets in accordance with customary trading practices, all purchases and sales of financial assets of the Group classified in the same manner shall be accounted for on the trading day.

Financial assets are classified as financial assets measured at amortized cost at the time of original recognition.

The Group will reclassify all affected financial assets from the first day of the next reporting period only when changing the business model of the financial assets under management.

(1) Financial assets measured at amortized cost

Financial assets that meet both of the following conditions and are not specified as measured at fair value through profit or loss are measured at amortized cost:

  • The financial asset is held under an operating model for the purpose of collecting contractual cash flows.

  • The contractual terms of the financial asset give rise to cash flows on specific dates entirely for the payment of principal and interest on the outstanding principal amount.

The assets are subsequently calculated by adding or subtracting the original recognized amount to the accumulated amortization amount calculated using the effective interest method, and adjusting any measure of post amortized cost of allowance losses. Interest income, foreign currency exchange gains and losses and impairment losses are recognized in income. Upon derecognition, profits or losses shall be included in income.

227

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(2) Impairment of financial assets

The Group recognizes loss allowance for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, notes receivable and accounts receivable, other receivables, deposits and other financial assets, etc.).

The following financial assets are measured against loss allowance based on the 12-month expected credit loss amount, with the remainder measured by the amount of expected lifetime credit losses:

  • Judgment that debt securities have low credit risk at the date of reporting; and

  • The credit risk of other debt securities and bank deposits has not increased significantly since the original recognition (i.e., the risk of default during the expected lifetime of the financial instrument).

Loss allowance for accounts receivable and contractual assets is measured based on the amount of expected lifetime credit losses.

Expected lifetime credit losses refers to the expected credit losses arising from all possible default events during the expected life of a financial instrument.

Twelve-month expected credit loss indicates expected credit losses arising from possible defaults of financial instruments within twelve months after the reporting date (or a shorter period, if the expected term of the financial instrument is less than twelve months).

The maximum period for measuring expected credit losses is the longest contract period during which the Group is exposed to credit risk.

In determining whether credit risk has increased significantly since the original recognition, the Group considers reasonable and corroborating information (available without excessive cost or investment), including qualitative and quantitative information, and analysis based on the Group’s historical experience, credit evaluation, and forward-looking information.

If the credit risk rating of a financial instrument is equivalent to the globally defined “investment grade” (which is an investment grade of BBB- from Standard & Poor’s, an investment grade of Baa3 from Moody’s, or an investment grade of twA from Taiwan Ratings Corp., or above that level), the Group considers the debt securities to have a low credit risk.

228

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Time deposits held by the Group are considered to have low credit risk because the transaction counterparties and the performing parties are financial institutions at investment grade or above.

If a contract payment is overdue for more than 30 days, the Group assumes that the credit risk of the financial assets has increased significantly.

If a contract payment is more than 120 days overdue, or the borrower is unlikely to meet its credit obligations to pay the full amount to the Group, the Group considers the financial asset to be in default.

Expected credit loss is a weighted estimate of the probability of credit loss over the expected life of a financial instrument. Credit loss is measured at the present value of all cash shortfalls; that is, the difference between the cash flows that the Group can receive under the contract and the cash flows that the Group expects to receive. Expected credit loss is discounted at the effective interest rate of the financial asset.

On each reporting date, the Group evaluates whether financial assets measured at amortized cost are credit-impaired. A financial asset is credit-impaired when one or more events adversely affecting the estimated future cash flows of a financial asset have occurred. Evidence of credit impairment of financial assets includes the following observable information:

  • Material financial difficulties of the borrower or issuer;

  • Breach of contract, such as being delayed or overdue for more than 120 days;

  • For economic or contractual reasons related to the debtor’s financial hardship, the Group grants concessions that the debtor would not otherwise consider;

  • The debtor is likely to file for bankruptcy or other financial restructuring; or

  • The active market for the financial asset disappears due to financial difficulties.

The loss allowance for financial assets measured at amortized cost is deducted from the carrying amount of the assets.

When the Group is unable to reasonably anticipate the recovery of financial assets, in whole or in part, it directly reduces the total carrying amount of its financial assets. For corporate accounts, the Group analyzes the time and amount of the write-off on an individual basis based on whether it is reasonably expected to be recoverable. The Group does not expect a material reversal of

229

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

the written-off amount. However, financial assets that have been written off remain enforceable, in order to comply with the Group’s procedures for recovering overdue amounts

  • (3) Derecognition of financial assets

The Group derecognizes financial assets only when the contractual right to cash flows from the asset is terminated, or when the financial asset has been transferred and substantially all of the risks and rewards of ownership of the asset have been transferred to another enterprise, or where almost all of the risks and rewards of neither transfer nor retention of title have been retained and control of the financial asset has not been retained.

When the Group enters into a transaction to transfer financial assets, if all or substantially all risks and rewards of title to the transferred assets are retained, these shall continue to be recognized on the balance sheet.

  1. Financial liabilities and equity instruments

  2. (1) Classification of liabilities or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity according to the substance of the contractual agreement and the definition of financial liabilities and equity instruments.

  • (2) Equity transactions

An equity instrument is any contract that recognizes the Group’s remaining interest in assets less all of its liabilities. Equity instruments issued by the Group are recognized at the price obtained after deducting direct issue costs.

  • (3) Treasury shares

When repurchasing equity instruments recognized by the Company, the consideration paid is recognized as a decrease in equity (including directly attributable costs). The repurchased shares are classified as treasury shares. Subsequent sales or re-issuance of treasury shares shall be recognized as an increase in equity and the surplus or loss arising from the transaction shall be recognized as additional paid-in capital or retained earnings (if the additional paid-in capital is insufficient to offset it).

(4) Financial liabilities

Financial liabilities are classified as measured at amortized cost or at fair value through profit or loss. Financial liabilities that are held for trading, derivative instruments or specified at the time of original recognition are classified as measured at fair value through profit or loss. Financial liabilities

230

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

measured at fair value through profit and loss are measured at fair value, and the underlying net profit and loss, including any interest expense, are recognized in income.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and exchange gains and losses are recognized in income. Upon derecognition, any profit or loss shall also be recognized in income.

  • (5) Derecognition of financial liabilities

Financial liabilities are derecognized when the Group’s contractual obligations have been fulfilled or cancelled or have expired. When the terms of financial liabilities are modified and there is a material difference in the cash flows of the modified liabilities, the original financial liabilities are derecognized and the new financial liabilities are recognized at fair value on the basis of the revised terms.

When derecognizing financial liabilities, the difference between its carrying amount and the total consideration paid or payable is recognized as income (including any non-cash assets transferred or liabilities assumed).

(6) Mutual offsetting of financial assets and liabilities

Financial assets and financial liabilities are only offset and expressed in the balance sheet in net amounts when the Group currently has a legally enforceable right to offset and intends to close the assets and liquidate the liabilities on a net basis or realize them simultaneously.

(VIII) Inventories

Inventories are measured at the lowest of cost and net realizable value. Costs include acquisition, production or processing costs, and other costs incurred in bringing them to the location and condition available for use, calculated using a weighted average. The cost of finished goods and work-in-progress inventories includes an appropriate proportion of manufacturing overhead allocated to normal production capacity. Net realizable value refers to the estimated selling price under normal business less the estimated cost of estimated completion and the estimated cost of completing the sale.

231

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(IX) Property, plant and equipment

1. Identification and measurement

Items of property, plant and equipment are measured at cost (including capitalized borrowing costs) less accumulated depreciation and any accumulated impairment.

When the service lives of major components of property, plant and equipment are different, they shall be treated as separate items (major components) of property, plant, and equipment.

Disposal gain or loss of property, plant and equipment is recognized in income.

2. Subsequent costs

Subsequent expenses are capitalized only when there is a high probability that their future economic benefits will flow to the Group.

3. Depreciation

Depreciation is calculated on the basis of the cost of assets less the residual value and is recognized as profit or loss within the estimated life of each component using the straight-line method.

Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

  • (1) Buildings and factories: 2 to 50 years.

  • (2) Machinery and equipment: 2 to 10 years.

  • (3) Office equipment and other equipment: 2 to 10 years.

The Group reviews the depreciation method, useful life, and salvage value on each annual reporting date and makes appropriate adjustments when necessary.

(X) Leases

The Group evaluates whether the contract constitutes or includes a lease on the date of formation of the contract; if the contract assigns control over the use of an identified asset for a period of time in exchange for consideration, the contract constitutes or includes a lease.

1. Lessee

The Group recognizes right-of-use assets and lease liabilities on the lease commencement date. Right-of-use assets are initially measured at cost; this cost includes the original measure of the lease liability to adjust any lease payments paid on or before the lease commencement date, plus the original direct costs

232

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

incurred and the estimated costs for dismantling, removing and restoring the location or the underlying asset and is also net of any rental incentives received.

The right-of-use asset is subsequently depreciated on a straight-line basis from the lease inception date to the expiry of the useful life of the right-of-use asset or the expiry of the lease term, whichever is earlier. Furthermore, the Group regularly evaluates whether the right-of-use asset is impaired and handles any impairment losses that have occurred. The right-of-use asset is adjusted in conjunction with the remeasurement of the lease liability.

The lease liability is initially measured at the present value of the unpaid lease payments at the inception date of the lease. If the interest rate implied by the lease is easily determined, then the discount rate is that rate; if it is not easily determined, the incremental borrowing rate of the Group shall be used. Generally speaking, the Group adopts its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of lease liabilities include:

  • (1) Fixed payments, including substantial fixed payments;

  • (2) Lease payments based on changes in an index or rate, as measured by the index or rate on the date of lease commencement as the original measure.

  • (3) The residual value guarantee amount expected to be paid; and

  • (4) The exercise price or penalty payable when it is reasonably determined that the option to purchase or terminate the lease will be exercised.

    • Interest on lease liabilities is subsequently accrued using the effective interest
  • method and remeasurement of the amount occurs in the event of the following:

  • (1) Changes in the index or rate used to determine lease payments result in changes in future lease payments;

  • (2) There is a change in the residual value guarantee amount expected to be paid;

  • (3) There is a change in the evaluation of the option to purchase the underlying asset;

  • (4) There is a change in the estimate of whether to exercise the option to extend or

  • terminate, and the evaluation of the lease period is changed; and

  • (5) Modification of the subject matter, scope, or other terms of the lease.

233

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

When the lease liability is remeasured as a result of the aforementioned changes in the index or rate used to determine lease payments and the assessment of options to extend or terminate the lease, this constitutes a corresponding adjustment to the carrying amount of the right-of-use asset; and when the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasured amount is recognized in income.

For lease modifications that reduce the scope of the lease, these constitute a reduction in the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease. The difference between this and the remeasured amount of the lease liability is recognized in income.

The Group presents right-of-use assets and lease liabilities that do not meet the definition of investment real property as separate line items in the balance sheet.

For short-term leasing of parking spaces and office equipment and leasing of low-value underlying assets, the Group chooses not to recognize right-of-use assets and lease liabilities. Instead, the related lease payments are recognized as expenses on a straight-line basis over the lease term.

2. Lessor

In transactions where the Group is the lessor, classification of lease contracts is made by whether they transfer substantially all risks and rewards of ownership of the underlying asset on the lease inception date. If this is the case, it is classified as a finance lease; otherwise, it is classified as an operating lease. At the time of evaluation, the Group considers relevant specific indicators including whether the lease period covers the main portion of the economic life of the underlying asset.

If the Group is a sublease lessor, the main lease and sublease transactions are handled separately. The classification of sublease transactions is also evaluated with the right-of-use asset arising from the main lease. If the main lease is a short-term lease and the recognition exemption applies, the sublease transaction should be classified as an operating lease.

234

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

If the agreement contains lease and non-lease components, the Group shall allocate the consideration in the contract using the requirements of IFRS 15.

For assets held under a finance lease, the amount of the net investment in the lease is presented as finance lease receivable. The original direct costs incurred as a result of the negotiation and arrangement of the operating lease are included in the net amount of the lease investment. The net lease investment is in a form that reflects a fixed rate of return in each period and apportionment over the lease term is recognized as interest income. For operating leases, the Group recognizes lease payments received as rental income over the lease term on a straight-line basis.

(XI) Intangible assets

1. Identification and measurement

Goodwill arising from the acquisition of a subsidiary is measured in terms of cost less accumulated impairment.

Expenses related to research activities are recognized under income at the time incurred.

Development expenditures are capitalized only made when they can be reliably measured, the technical or commercial feasibility of the product or process has been achieved, and it is probable that future economic benefits will flow to the Group, and the Group intends and has sufficient resources to complete the development and to use or sell the asset. Other development expenditures are recognized under income when incurred. After the original recognition, the capitalized development expense is measured by the amount of its costs less accumulated amortization and accumulated impairment.

Other intangible assets acquired by the Group with a limited period of durability, including customer relationships and patent rights and trademark rights, are measured by the amount of cost less accumulated amortization and cumulative impairment.

2. Subsequent expenditures

Subsequent expenditures are capitalized only to the extent that they increase the future economic benefits of the underlying asset. All other expenses are recognized under income as incurred, including internally developed goodwill and branding.

235

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

3. Amortization

Except for goodwill, amortization is calculated based on the cost of the asset less the estimated residual value. When an intangible asset is ready for use, the cost of computer software is recognized under income using the straight-line method based on its estimated useful life of 3 to 10 years.

The Group reviews the amortization method, useful life, and salvage value of the intangible asset on each annual reporting date and makes appropriate adjustments when necessary.

(XII) Impairment on non-financial assets

The Group assesses on each reporting date whether there is an indication that the carrying amount of a non-financial asset may be impaired (except inventories and deferred tax assets). If any indication is present, the recoverable amount of the asset is estimated. Goodwill is regularly tested for impairment annually.

For the purpose of the impairment test, a group of assets whose cash inflows are largely independent of the cash inflows of other individual assets or groups of assets constitute the smallest identifiable group of assets. Goodwill acquired in a business combination is allocated to each cash-generating unit or group of cash-generating units that is expected to benefit from the synergies of the combination.

The recoverable amount is the higher of the individual asset or cash-generating unit’s fair value less costs of disposal and its value in use. When evaluating value in use, estimated future cash flows are discounted to present value using a pre-tax discount rate. The discount rate should reflect current market evaluation of the time value of money and the risks specific to the asset or cash-generating unit.

If the recoverable amount of an individual asset or cash-generating unit is less than the carrying amount, impairment losses are recognized.

Impairment losses are recognized immediately under income, and first reduce the carrying amount of the amortized goodwill of the cash-generating unit. The carrying amount of each asset is reduced in proportion to the carrying amount of each other asset in the unit.

236

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Goodwill impairment losses are not reversed. Non-financial assets other than goodwill are to be reversed only to the extent of not exceeding the carrying amount of the asset (net of depreciation or amortization) that would have been determined if an impairment loss had not been recognized in prior years.

  • (XIII) Income recognition

  • Revenue from customer contracts

Revenue is measured at the consideration to which the goods or services are expected to be acquired by the transfer of goods or services. The Group recognizes revenue when the control of the goods or services is transferred to the customer and the performance obligation is satisfied. The Group’s main revenue items are described as follows:

  • (1) Sale of goods

The Group manufactures and sells wire and connectors. The Group recognizes revenue at the time of the transfer of control over the products. The transfer of control over the product means that the product has been delivered to the customer, the customer can completely decide the sales channel and price of the product, and there are no outstanding obligations that will affect the customer’s acceptance of the product. Delivery occurs when the product is shipped to a specific location, its obsolescence and risk of loss has passed to the customer, and the customer has accepted the product in accordance with the sales contract, the acceptance clause has expired, or when the Group has objective evidence that all acceptance conditions have been met.

The Group recognizes accounts receivable when the goods are delivered, because the Group has the right to unconditionally receive consideration at that time.

(2) Information systems and consulting services

The Group provides corporate information system and advisory services and recognizes associated revenue during the financial reporting period for the provision of services. A fixed-price contract is based on the proportion of services actually provided to total services as of the reporting date, and the revenue is gradually recognized over time.

237

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Some contracts contain multiple deliverables, such as hardware procurement and installation and system maintenance services. Most of them are services that do not include integration services and can be performed by other parties, so they are regarded as a separate performance obligation and the transaction price is apportioned on the basis of the separate selling price. If the price cannot be directly observed, it is estimated at the expected cost plus profit and the individual selling price. If the contract includes the purchase and installation of hardware, it is recognized as revenue from the hardware at the time of delivery of the hardware, the transfer of legal ownership and the acceptance of the customer.

If circumstances change, estimates of revenue, costs and degree of completion will be revised and the changes will be reflected in profit or loss during the period when management becomes aware of the changes.

Under a fixed-price contract, the customer pays a fixed amount according to the agreed timeline. If the services already provided exceed the payment, a contractual asset is recognized; if the payment exceeds the services already provided, a contractual liability is recognized.

A maintenance contract is based on the number of hours for which the service is provided and the revenue is recognized in the amount of the invoice that the Group is entitled to issue. The Group requests payment from the customer on a monthly or quarterly basis, and the consideration can be charged after the invoice is issued.

(3) Financial components

The Group expects that the time between the transfer of goods or services to the customer by all client contracts and the time between the customer’s payment for such goods or services does not exceed one year, and therefore the Group does not adjust the time value of money for the transaction price.

(XIV) Employee benefits

1. Defined contribution plans

The contribution obligation of the defined contribution pension plan is the employee benefit expense recognized under income during the period of service provided by the employee.

238

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

2. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are recognized as expenses at the time of provision of the relevant services.

In connection with the amount expected to be paid under the short-term cash bonus or dividend plan, if it is a result of the employee’s past provision of services, the Group has a current statutory or presumptive payment obligation, and the obligation can be reliably estimated, the amount shall be recognized as a liability.

(XV) Share-based payment transactions

The share-based payment agreement for equity delivery is based on the fair value on the date of payment, and expenses are recognized and the relative equity is increased during the vested period of the reward. The recognized fees are adjusted according to the number of rewards expected to meet the service conditions and non-market acquired conditions. The final recognized amount is measured on the basis of the number of rewards that meet the service conditions and non-market acquired conditions on the vesting date.

The non-vested conditions for the share basis benefit are reflected in the measurement of the fair value of the share basis benefit on the date of the share base benefit and the difference between the expected and the actual result does not need to be verified or adjusted.

The amount of fair value payable to an employee of the share appreciation right for cash delivery is the recognition of expenses and increase in relative liabilities in the period during which the employee can receive remuneration unconditionally. The liability is re-evaluated at the fair value of the share appreciation right at each reporting date and at the closing date, and any change thereof is recognized as income.

The date on which the basic payment of shares of the Group is granted shall be the date on which the record date of the capital increase is approved by the Board of Directors.

239

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(XVI) Income taxes

Income tax includes current and deferred income tax. Except for those items related to business combinations or items directly recognized in equity or other comprehensive income, current income tax and deferred income tax are recognized under income.

The Group has determined that the interest or penalty related to income tax does not meet the definition of income tax (including uncertain tax treatment), so the accounting treatment of IAS 37 is applied.

Current income tax includes the estimated income tax payable or tax refund payable based on the taxable income (loss) of the current year, and any adjustment to the income tax or tax refund payable in the previous year. After its amount reflects the income tax-related uncertainties, if any, and it is the best estimate of the amount expected to be paid or received measured at the statutory tax rate or substantive legislative tax rate at the reporting date.

Deferred tax is the measurement and recognition of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their tax base. Deferred tax is not recognized for temporary differences arising from:

  1. Assets or liabilities that are not originally recognized in the transaction of a business combination, and do not affect accounting profits and taxable income (losses) at the time of the transaction;

  2. Temporary differences arising from investments in subsidiaries, affiliates and joint venture interests where the Group can control the timing of the reversal of the temporary difference and it is probable that it will be not reversed in the foreseeable future; and

  3. Taxable temporary differences arising from the original recognition of goodwill.

Unused tax losses and unused income tax credits are recognized as deferred tax assets at a later stage of the rollover with the deductible temporary differences, to the extent that there is a high probability that future tax income will be available. Furthermore, they are re-evaluated each reporting date to reduce the relevant income tax benefits to the extent that they are not likely to be realized; or to the extent that there is a high probability that sufficient taxable income will be reversed to the amount already reduced.

240

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

The Group only offsets deferred tax assets and deferred tax liabilities if the following conditions are simultaneously met:

  1. There is a statutory enforcement right to offset the current income tax assets and the current income tax liabilities against each other; and

  2. Deferred tax assets and deferred tax liabilities are related to one of the following taxpayers subject to income tax by the same tax authority;

(1) The same taxpayer; or

  • (2) Different taxpayers, but each entity intends to pay off the current income tax liabilities and assets on a net basis, or realize the assets and liquidation liabilities at the same time, during each future period in which the deferred tax assets are expected to be recovered and the deferred tax liabilities are expected to be repaid.

Undistributed surplus earnings are subject to income tax on profit-making enterprises. This is recognized as current income tax expense after a profit distribution proposal is approved by the shareholders’ meeting in the following year.

(XVII) Earnings per share

The Group presents basic and diluted earnings per share attributable to holders of ordinary shares of the Company. The basic earnings per share of the Group are the profit or loss attributable to the holders of ordinary shares of the Company, calculated by dividing by the weighted average number of ordinary shares outstanding for the period. Diluted earnings per share refers to the profit and loss attributable to the holders of the Company’s ordinary shares and the weighted average number of ordinary shares outstanding, calculated after separately adjusting for the effect of all potential dilutive ordinary shares. The Group’s potential dilutive ordinary shares include estimates of employee compensation.

(XVIII) Segment information

Operating segments from an integral part of the Group and are engaged in business activities that may earn revenue and incur expenses (including income and expenses related to transactions between other components of the Group). The operating results of all operating segments are regularly reviewed by the principal operational decision makers of the Group to make decisions about allocating resources to the segments and measure their performance. Each operating segment has separate financial information.

241

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

V. 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 FSC-approved IFRSs 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.

Management continues to review estimates and underlying assumptions, and changes in accounting estimates are recognized during the period of change and for future periods affected.

The Group’s accounting policies do not involve material uncertainties in judgments, and there are no matters that have a significant impact on the amounts recognized in the consolidated financial statements.

VI. Explanation of significant accounts

(I) Cash and cash equivalents

Cash on hand
Demand and foreign currency deposits
Time deposits
December
31, 2022
$ 1,469
483,359
45,532
$ 530,360
December
31, 2021
$ 1,735
351,563
59,513
$ 412,811

Please refer to Note VI (XV) for the fair value sensitivity analysis and interest and exchange rate risk of the Group’s financial assets and liabilities.

(2) Notes and accounts receivable

Notes receivable

Accounts receivable


Less: Loss allowance

December
31, 2022
$ 2,459
1,019,188
1,021,647
(23,872
)
$
997,775
December
31, 2021
$ 3,865
806,766
810,631
(20,856
)
$
789,775

242

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

The Group uses a simplified approach to estimate expected credit losses for all notes and accounts receivable; i.e., they are measured by lifetime expected credit losses. For measurement purpose, these notes and accounts receivable are grouped by common credit risk characteristics that represent the customer’s ability to pay all amounts due in accordance with the contractual terms. Forward-looking information such as historical credit loss experience and reasonable forecast of future economic conditions has been incorporated. Analysis of the expected credit loss of the notes receivable and accounts receivable of the Group is as follows:

Credit rating December 31, 2022 December 31, 2022 December 31, 2022
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected
credit losses
1,471
22,401
Level A
Level B
$ 940,080
81,567
0.16%
27.46%
$
1,021,647
23,872
Credit rating December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected
credit losses
1,450
19,406
Level A
Level B
$ 786,529
24,102
0.18%
80.52%
$
810,631
20,856

Aging analysis of the Group’s notes and accounts receivable is as follows:

Not yet past due
0 to 90 days past due
90 to 180 days past due
More than 180 days past due
December
31, 2022
$ 781,527
140,863
44,844
54,413
$
1,021,647
December
31, 2021
$ 703,052
79,293
8,919
19,367
810,631

243

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Changes in the Group’s loss allowance for notes receivable and accounts receivable were as follows:

Opening balance at start of period
Impairment losses recognized
Amount written off due to non-recoverability
during the current year
Foreign exchange gains
Balance at end of period
2022
$ 20,856
3,000
(636)
652
$
23,872
2021
$ 18,540
2,585

-
(269
)
$
20,856

Loss allowance is mainly based on historical payment behavior and extensive analysis of the credit ratings of the target customers. The Group believes that the overdue portion of accounts receivable for which loss allowance has not yet been provided is still recoverable.

As of December 31, 2022 and 2021, none of the Group’s notes and accounts receivable were pledged as collateral.

Please see note VI (XV) for the risk and sensitivity analysis of exchange rates for the Group’s notes and accounts receivable for 2022 and 2021.

(III) Inventories

Raw materials
Works in process
Finished goods
Goods held for sale
December
31, 2022
$ 473,707
88,772
86,440
130,286
$
779,205
December
31, 2021

410,176

102,263

78,495
285,659

876,593
  1. The cost of inventories recognized as cost of goods sold and as expenses by the Group in 2022 and 2021 were NT$3,142,665 thousand and NT$2,677,872 thousand respectively.

  2. In 2022 and 2021, the Group recognized inventory depreciation and inactive inventory of NT$42,626 thousand and NT$13,018 thousand, respectively, due to the write-down of inventories to the net realizable value, and this has been reported as cost of goods sold.

  3. As of December 31, 2022 and 2021, none of the Group’s inventories were pledged as collateral.

244

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(IV) Property, plant, and equipment

The cost, depreciation, and impairment loss of the property, plant and equipment of the Group were as follows:

Land
Cost or deemed cost:
Balance on January 1, 2022
$ 199,490
Add
-
Disposal
-
Transfers
-
Effect of movements in exchange rates
4,193
Balance on December 31, 2022
$
203,683
Balance on January 1, 2021
$ 206,206
Add
1,735
Disposal
-
Effect of movements in exchange rates
(8,451)
Balance on December 31, 2021
$
199,490
Depreciation and impairment loss:
Balance on January 1, 2022
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2022
$
-
Balance on January 1, 2021
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2021
$
-
Carrying amounts:
December 31, 2022
$
203,683
January 1, 2021
$
206,206
December 31, 2021
$
199,490
Land
Cost or deemed cost:
Balance on January 1, 2022
$ 199,490
Add
-
Disposal
-
Transfers
-
Effect of movements in exchange rates
4,193
Balance on December 31, 2022
$
203,683
Balance on January 1, 2021
$ 206,206
Add
1,735
Disposal
-
Effect of movements in exchange rates
(8,451)
Balance on December 31, 2021
$
199,490
Depreciation and impairment loss:
Balance on January 1, 2022
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2022
$
-
Balance on January 1, 2021
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2021
$
-
Carrying amounts:
December 31, 2022
$
203,683
January 1, 2021
$
206,206
December 31, 2021
$
199,490
Buildings

148,453
78
-
-
4,462
Machinery
and
equipment

295,715

15,509
(5,756)
-
12,230
Office
equipment
and others

132,149

30,501

(27,791)
3,020
3,322
Total

775,807

46,088

(33,547)

3,020
24,207


$
203,683

152,993

317,698

141,201

815,575


154,916

2,244
-

(8,707)


287,043

25,021
(11,472)

(4,877)


124,042

14,893

(3,712)

(3,074)


772,207

43,893

(15,184)

(25,109)


$
199,490


148,453


295,715


132,149


775,807

44,064
5,685
-
442


212,193

21,091
(4,818)
10,234


105,095

20,046

(27,791)
2,360


361,352

46,822

(32,609)
13,036

$
-
50,191
238,700

99,710

388,601

38,401
5,868
-
(205)


204,780

20,022
(11,429)

(1,180)


93,470

17,280

(3,707)

(1,948)


336,651

43,170

(15,136)

(3,333)

$
-

44,064


212,193


105,095


361,352

$
203,683

102,802

78,998

41,491

426,974


$
206,206

116,515

82,263

30,572

435,556


$
199,490

104,389

83,522

27,054

414,455
  1. Please see Note VIII for details of circumstances in which property, plant and equipment of the Group were used to provide loans and financing and guarantees for customs duties as of December 31, 2022 and 2021.

245

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(V) Right-of-use assets

Details of changes in right-of-use assets recognized as leased premises and buildings, transportation equipment and other assets of the Group, and their cost and depreciation, are as follows:

Right-of-use asset costs:
Balance on January 1, 2022
Add
Less
Effect of movements in exchange rates
Balance on December 31, 2022

Balance on January 1, 2021
Add
Less
Effect of movements in exchange rates
Balance on December 31, 2021
Right-of-use asset depreciation:
Balance on January 1, 2022
Depreciation in the current year
Less
Effect of movements in exchange rates
Balance on December 31, 2022
Balance on January 1, 2021
Depreciation in the current year
Less
Effect of movements in exchange rates
Balance on December 31, 2021
Carrying amounts:
December 31, 2022
January 1, 2021
December 31, 2021
Buildings
$ 107,620
59,742
(57,704)
2,091
$
111,749
$ 135,807
26,263
(49,044)
(5,406
)
$
107,620
$ 67,194
30,499
(57,552)
1,348
$
41,489
$ 73,522
34,307
(38,693)
(1,942
)
$
67,194
$
70,260
$
62,285
$
40,426


Transportati
on
equipment
and others

3,312

1,203

(949)
169
3,735

2,135

2,456

(1,074)
(205
)
3,312

911

1,024

(949)
51
1,037

1,376

712

(1,074)
(103
)
911
2,698
759
2,401


Total

110,932

60,945

(58,653)
2,260
115,484

137,942

28,719

(50,118)
(5,611
)
110,932

68,105

31,523

(58,501)
1,399
42,526

74,898

35,019

(39,767)
(2,045
)
68,105
72,958
63,044
42,827
















The Group leased factories and offices from other related parties from January 1 to December 31, 2022, please refer to Note VII for details.

246

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(VI) Short-term loans

Details of short-term loans of the Group are as follows:

Non-Secured bank loans
Secured bank loans
Short-term notes and bills payable
Total
Unused credit line
Interest rate
December
31, 2022
December
31, 2022
December
31, 2021
$ 160,000
531,000
-
$
691,000
$
500,775
1.25%~1.85%




140,000

470,000
79,956
691,000
689,956


500,775

329,200

1.25%~1.85%

1%~1.33%
  1. For information about the Group’s exchange and interest rate and liquidity risks, and sensitivity analysis, please refer to Note VI (XV) for details.

  2. The Group’s short-term borrowings and loan amounts are jointly and severally guaranteed by key management personnel; please refer to Note VII for details.

  3. Please refer to Note VIII for the details of the related assets of the Group pledged as collateral.

(VII) Other payables

Details of Other payables of the Group are as follows:

Current income tax liabilities
Annual bonuses payable
Salaries payable
Remuneration payable to directors and
supervisors and remuneration payable to
employees
Other expenses payable
December
31, 2022
December
31, 2021
$ 64,069
60,474
40,727
16,800
67,171
32,640
42,268
42,534

9,340
49,319
$
249,241
176,101

Other expenses payable mainly constitute payables in the form of labor fees, service fees, health and labor insurance, transport fees, and related miscellaneous expenses payable.

247

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(VIII) Lease liabilities

Book value of the Group’s lease liabilities is as follows

December
31, 2022
Current
$
31,592
Non-current
$
42,709
For the maturity analysis, please refer to Note VI (XIV).
Amounts recognized as profit or loss are as follows:
2022
Interest expense on lease liabilities
$
1,080
Variable lease payments not included in the
measurement of lease liabilities
$
33
Gains from sublease of right-of-use assets
$
745
Expenses related to short term leases
$
3,909
Expenses related to leases of low value assets
(excluding short term leases of low value
assets)
$
131
Amounts recognized in the consolidated statements of cash flows
2022
Total cash flows from leases
$
36,036
December
31, 2022
December
31, 2021
$
31,592
10,915
32,579
2021

812

128

745

5,580

535
are as follows:
2021
42,041
10,915
$
42,709
32,579
2021
812
128
745
5,580

535
$
36,036
42,041

1. Leasing of buildings

The Group leases buildings as offices and factories. The lease period for is three years for offices and three to twenty years for factories. Some leases include the option to extend the lease term for the same period as the original contract.

2. Other leases

The lease period of parking space and transport equipment leased by the Group is three years.

Lease payments for some contracts are calculated based on the actual usage of the lease.

248

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(IX) Employee benefits

The defined contribution plan of the Company and its subsidiaries within the jurisdiction of the Republic of China is in accordance with the provisions of the Labor Pension Act. In accordance with the contribution rate of 6% of workers’ monthly wages, a contribution is transferred to the individual accounts of the labor pension fund of the Bureau of Labor Insurance. After the Group has allocated a fixed amount to the Bureau of Labor Insurance under this plan, it has no statutory or presumptive obligation to pay additional amounts.

The pension expenses of the Company and its subsidiaries within the jurisdiction of the Republic of China under the 2022 and 2021 defined pension contributions were NT$11,111 thousand and NT$9,908 thousand respectively, and were transferred to the Bureau of Labor Insurance.

Other subsidiaries included in the preparation of the consolidated financial statements recognized defined pension contributions and endowment insurance premiums of NT$12,224 thousand and NT$10,152 thousand in 2022 and 2021, respectively.

(X) Income taxes

1. Income tax expense

  • (1) Details of income tax expenses of the Group in 2022 and 2021 are as follows:
Income tax expense for the current
period:
Generated in the current period
Undistributed surplus earnings
Undervaluation (overvaluation) for the prior
period
Deferred tax expense
Income tax expense
2022
$ 95,352
520

8,037
103,909
23,754
$
127,663
2021

55,344

812
(321
)
55,835
25,110
80,945

249

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(2) The Group’s 2022 and 2021 income tax expenses and pre-tax net profits were adjusted as follows:

Net profit before tax
Income tax calculated at the domestic tax
rate of the Company’s location
Foreign dividend income
Current-year losses for which no deferred
tax asset was recognized
Changes in unrecognized temporary
differences
Undervaluation (overvaluation) for the prior
period
Undistributed surplus earnings
Others
Income tax expense
2022
$
311,853
$ 125,133
14,353
(2,733)
(13,509)

5,656
520
(1,757
)
$
127,663
2021
211,673

92,275

-

(3,030)

(14,889)

(321)

812
6,098
80,945
  1. Deferred tax assets and liabilities

  2. (1) Unrecognized deferred tax liabilities

Temporary differences related to investment subsidiaries on December 31, 2022 and 2021, are due to the Group’s control over the timing of the reversal of these temporary differences. Therefore, no deferred tax liabilities were recognized. Relevant amounts were as follows:

gnized. Relevant amounts were as follows:
Aggregated amount of temporary
differences related to investment
subsidiaries
Amounts not recognized as deferred tax
liabilities
December
31, 2022
December
31, 2021
$
850,357
$
186,213
807,729
174,558

250

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(2) Unrecognized deferred tax assets

Deductible temporary differences
Tax loss
December
31, 2022
December
31, 2021
$ 288
1,663



2,142
4,396

$
1,951

6,538

Tax losses are subject to the provisions of the Income Tax Act and as approved by the tax collection authority. Losses for the previous ten years may be deducted from the net profit of the current year before reassessing the income tax. These items are not recognized as deferred tax assets because it is not likely that the Group will have sufficient taxable income for the temporary difference in the future.

As of December 31, 2022, the tax loss deduction period of the Company, Leadpak Industrial, and Celeraise Technology was as follows:

Year of
occurrence
Amount of
loss
Amount that
can still be
deducted
Deadline for
deductions
Notes
Leadpak
Industrial:
2013
2017
2019
2020
2021
2022
$ 17
32
4,584
3,384
144
154

17
2023
Approved
number

32
2027
Approved
number

4,584
2029
Approved
number

3,384
2030
Approved
number

144
2031
Declared
number

154
2032
Estimated
number

8,315
$
8,315

251

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(3) Recognized deferred tax liabilities and assets

Changes in deferred tax liabilities and assets for 2022 and 2021 are as

follows:

Deferred tax liabilities:
Balance on January 1, 2022
Debit/(credit) income
Effect of movements in exchange rates
Balance on December 31, 2022
Balance on January 1, 2021
Debit/(credit) income
Balance on December 31, 2021
Deferred tax assets:
Balance on January 1, 2022
(Debit)/credit income
Balance on December 31, 2022
Balance on January 1, 2021
(Debit)/credit income
Balance on December 31, 2021
Investment
income
recognized
under the
equity method
(foreign)
$ 25,706
12,096
-
Others

-

11,552
(35)
Total
25,706

23,648
(35)
$
37,802

11,517

49,319

$ 6,674
19,032


-
-

6,674
19,032

$
25,706
-
25,706

Tax loss
$ 2,604
(2,604)
$
-
$ 8,786
(6,182)
$
2,604
Others

942
2,498
3,440

838
104
942

Total

3,546
(106)
3,440

9,624
(6,078)
3,546

3. Income tax approval status

Tax returns by the Company, by Celeraise Technology and by Leadpak Industrial for the years up to 2020 were examined and approved by the tax authority.

252

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(XI) Capital and other equity

For both December 31, 2022 and December 2021, the total authorized capital stock of the Company was NT$2,700,000 thousand and the par value was NT$10 per share, for 270,000 thousand shares. The total number of shares specified above constitutes ordinary shares, with the number of issued shares amounting to NT$95,890 thousand and NT$94,000 thousand, respectively. All payments for issued shares have been received.

Unit: Thousand shares

es have been received. Unit: Thousand shares Unit: Thousand shares Unit: Thousand shares
Starting balance on January 1
Issuance of stock dividend
Issuance of employee stock remuneration
Cancellation of treasury shares
Ending balance on December 31
Common stock
2022
2021
94,000
94,000
2,790
-
100
-
(1,000)
-
95,890
94,000
95,890 94,000

1. Additional paid-in capital

According to the provisions of the Company Act, additional paid-in capital must first make up for losses and only then can realized additional paid-in capital be converted into capital or into cash dividends for issuance. Realized additional paid-in capital referred to in the preceding paragraph includes the excess from the issuance of shares in excess of the par value and from the receipt of gifts. In accordance with the provisions of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the total amount of additional paid-in capital allocated to be replenished each year may not exceed 10% of the paid-in capital.

2. Retained earnings

If there is a surplus in the annual final accounts, then in accordance with the Articles of Incorporation of the Company and after paying income tax on profit-making enterprises and making up for losses in prior years, 10% should first be set aside as legal reserve. However, when the legal reserve has reached the level of the Company’s paid-in capital, this limitation shall not apply. Furthermore, appropriate special reserve or reversals shall be set aside in accordance with the decrees or regulations of the competent authority. If there is any remaining balance, a proposal for the distribution of this balance plus accumulated undistributed surplus earnings from the previous period shall be formulated by the

253

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Board of Directors. When issuing new shares, such distribution shall be made after a resolution of the shareholders’ meeting.

In response to the growth of operations and investment needs, the Company has adopted the following dividend distribution principles at this stage:

The Company is in a stage of business growth, and the dividend distribution policy depends on the Company’s current and future investment environment, capital needs, domestic and international competition, capital budget, etc. Taking into account the interests of shareholders, balancing dividends, and the Company’s long-term financial planning, etc., every year the Board of Directors shall draw up a distribution plan in accordance with the law and submit it for resolution by the shareholders’ meeting. Shareholders’ dividends may be distributed in cash or stock. The proportion of cash dividend distribution shall be no less than 10% of the total dividends. However, the cash dividend distribution ratio can still be adjusted according to the operating conditions of the current year.

  • (1) Legal reserve

When the Company has no losses, then subject to a resolution of the shareholders’ meeting, issuance shall be made of new shares or cash with the legal reserve. However, this is limited to the portion of the reserve exceeding 25% of the paid-in capital.

  • (2) Special reserve

In accordance with FSC regulations, when the Company distributes its distributable surplus, then for the net deduction of other shareholders’ equity incurred in the current year, special reserve of the same amount is withdrawn from the current income and the undistributed surplus of the previous period. If the amount of the deduction of other shareholders’ equity accumulated in the previous period is not distributed, special reserve of the same amount from the undistributed surplus of the previous period shall not be distributed. In the event of a subsequent reversal of the amount of the deduction of shareholders’ equity, earnings are distributed on the reversal portion.

254

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(3) Earnings distribution

The Company respectively passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings for 2021 on March 22, 2022 and the amount of stock dividends under appropriation of earnings for 2021 on June 14, 2022. On August 4, 2021, the shareholders’ meeting passed a resolution on appropriation of earnings for 2020. The dividend amounts to be distributed to owners were as follows:

Dividends distributed to
owners of ordinary shares:
Cash dividend
Stock dividend
2021 2021 2021 2020
Dividend
rate (NT$)
Amount

0.70
65,100
-
-
$
65,100
Dividend
rate (NT$)
$ 0.30
0.30
Amount Dividend
rate (NT$)

0.70
-


27,900
27,900

$
55,800

On March 23 2023, the Board of Directors of the Company proposed the earnings distribution for 2022 with the amount of dividends distributed to owners as follows:

Dividends distributed to owners of ordinary shares: Cash dividend

2022
Dividend
rate (NT$) Amount
$
0.70$

67,123

In accordance with provisions of the Securities and Exchange Act, the proportion of shares bought back by the Company may not exceed 10% of the total issued shares of the Company; the total amount of the shares purchased may not exceed the amount of retained earnings plus issued share premium and realized additional paid-in capital; shares repurchased as a result of the transfer of shares to employees shall be transferred within three years from the date of purchase, and if the transfer is not made within the time limit, then Company’s unissued shares shall be deemed to have been cancelled. In addition, treasury shares may not be pledged and no shareholder rights may be enjoyed before transfer.

255

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

3. Treasury shares

In accordance with Article 28-2 of the Securities and Exchange Act, the Company buys back treasury shares for the purpose of transferring shares to employees. Details of changes in treasury shares in 2022 and 2021 are as follows:

Treasury shares at start of period
Cancellations this period
Treasury shares at end of period
2022
Number of
shares
(thousand
shares)
Amount

1,000 $ 14,262
(1,000)
(14,262)
-
$
-
2022
Number of
shares
(thousand
shares)
Amount

1,000 $ 14,262
(1,000)
(14,262)
-
$
-
2021
Number of
shares
(thousand
shares)
Amount

1,000
14,262

-
-
1,000
14,262
Number of
shares
(thousand
shares)

1,000
(1,000)
Number of
shares
(thousand
shares)

1,000

-
1,000

-


$
-

In accordance with provisions of the Securities and Exchange Act, the proportion of shares bought back by the Company may not exceed 10% of the total issued shares of the Company; the total amount of the shares purchased may not exceed the amount of retained earnings plus issued share premium and realized additional paid-in capital; shares repurchased as a result of the transfer of shares to employees shall be transferred within three years from the date of purchase, and if the transfer is not made within the time limit, then Company’s unissued shares shall be deemed to have been cancelled. In addition, treasury shares may not be pledged and no shareholder rights may be enjoyed before transfer.

(XII) Earnings per share

The Group’s basic earnings per share and diluted earnings per share are calculated as follows:


Basic earnings per share:
Net profit attributable to holders of ordinary
shares of the Company
Weighted average number of ordinary shares
outstanding (thousand shares)
Basic earnings per share (NT$)
Basic earnings per share:
2022
$
184,188
95,868
$
1.92
2021
130,729

95,790

1.36

256

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Diluted earnings per share:
Net profit attributable to holders of ordinary
shares of the Company (diluted)
Weighted average number of ordinary shares
outstanding (basic) (thousand shares)
Impact of employee stock remuneration
Weighted average number of ordinary shares
outstanding (diluted) (thousand shares)
Diluted earnings per share (NT$)
2022
$
184,188
2021
130,729

95,790
230
96,020
1.36

95,868
432
96,300

$
1.91

(XIII) Revenue from customer contracts

1. Details of revenue

Primary regional markets:
Taiwan
Mainland China
Philippines
Thailand
Primary regional markets:
Taiwan
Mainland China
Philippines
Thailand
2022 Total
1,615,734

1,237,128

726,030
329,292
3,908,184
Total
1,256,721

1,267,143

543,498

306,076
Information
Services
Department
$ 1,615,734
-
-
-
$
1,615,734
Wire &
Connectors
Department

-
1,237,128
726,030
329,292
2,292,450
2021
Information
Services
Department
$ 1,256,721
-
-
-
Wire &
Connectors
Department

-
1,267,143
543,498
306,076
$
1,256,721

2,116,717



3,373,438

257

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

2. Contract balances

tract balances
Notes receivable
Accounts receivable
Less: Loss allowance
Contract liabilities
December
31, 2022
$ 2,459
1,019,188
(23,872
)
$
997,775
December
31, 2022
$
55,892
December
31, 2021

3,865

806,766
(20,856
)
789,775
December
31, 2021
203,606
January
1, 2021

1,068

723,693
(18,540)

706,221

January
1, 2021

187,314

Please refer to Note VI (II) for the details of notes and accounts receivable and their impairment.

The opening balances of contract liabilities for January 1, 2022 and 2021, and the amounts recognized as revenue in 2022 and 2021 were NT$192,307 thousand and NT$182,475 thousand, respectively.

Changes in contract assets and contract liabilities are mainly due to the difference between the time when the Group transfers goods or services to customers to satisfy performance obligations and when customers pay. (XIV) Remuneration of employees and of directors and supervisors

In accordance with the Company’s Articles of Incorporation, if there is profit for the year then no less than 1% and no more than 10% shall be allocated for employee remuneration by a resolution of the Board of Directors and in the form of stock or cash distributions. Distribution recipients are to include employees of affiliated companies who meet certain conditions. Out of the aforementioned profit amount of the Company, no more than 3% should be appropriated by a resolution of the Board of Directors as remuneration for directors and supervisors (constitutes director remuneration after the establishment of the Audit Committee).

The estimated amounts of employee remuneration of the Company in 2022 and 2021 were NT$7,700 thousand and NT$4,840 thousand. Estimated amounts of the remuneration for directors and supervisors were NT$6,400 thousand and NT$4,500 thousand. These refer to the amounts before deducting the remuneration of employees and the remuneration of directors and supervisors from the net profit before tax of the Company for each period. After deducting the accumulated losses,

258

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

the balance is multiplied by the remuneration of employees and directors and supervisors stipulated in the Company’s Articles of Incorporation The remuneration distribution percentage is an estimate basis and is presented as an operating expense for each period. (In all of the above instances, after the establishment of the Audit Committee, supervisor remuneration constitutes director remuneration.) If the Board of Directors decides to pay employee compensation in stock, the numbers of shares to be distributed are calculated based on the closing price of the Company one day before the date of the meeting of the Board of Directors.

In respect to the remuneration of employees, directors, and supervisors allocated by the above-mentioned resolutions of the Board of Directors, there were no differences between these amounts and the estimated amounts in the Company’s 2022 and 2021 consolidated financial statements. (After the establishment of the Audit Committee, supervisor remuneration constitutes director remuneration.) Relevant information can be inquired through the Market Observation Post System.

  • (XV) Financial instruments

  • Credit risk

  • (1) Amount of maximum credit risk exposure

The carrying amounts of financial assets and contract assets represent the maximum credit exposure amount.

  • (2) Concentration of credit risk

Since the Group has a large customer base, there is no significant concentration of transactions with a single customer and the sales area is dispersed. Therefore, there is no risk of significant concentration of credit risk in accounts receivable. In order to reduce credit risk, the Group also regularly and continuously evaluates the financial status of customers. However, customers are usually not required to provide collateral.

(3) Credit risk of receivables

For details of credit risk exposure information and credit impairment of notes receivable and accounts receivable, please refer to Note VI (II).

259

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

2. Liquidity risk

The table below shows the contractual maturity dates of financial liabilities, including estimated interest and impact of netting agreements.

December 31, 2022
Non-derivative financial
liabilities
Short-term bank loans
Notes and accounts payable
Other payables
Lease liabilities - current and
non-current
Deposits received (accounted
for as other non-current
liabilities)
December 31, 2021
Non-derivative financial
liabilities
Short-term bank loans
Short-term notes and bills
payable
Notes and accounts payable
Other payables
Lease liabilities - current and
non-current
Deposits received (accounted
for as other non-current
liabilities)
Carrying
amount
Contractual
cash flows
(692,430)
(443,594)
(249,241)

(77,089)

(434)
Within 1year 1 to 2years Over 2years
-
-
-

(19,248)
(434)
$ 691,000
443,594
249,241
74,301
434
(692,430)
(443,594)
(249,241)

(32,321)
-

-

-

-

(25,520)
-
$ 1,458,570

(1,462,788)
(1,417,586)
(25,520)


(19,682)

$ 610,000
79,956
352,959
176,101
43,494
432


(665,634)

(80,000)
(352,959)
(176,101)

(46,231)

(432)

(665,634)

(80,000)
(352,959)
(176,101)

(11,405)
-



-

-

-

-

(11,067)
-


-
-
-
-

(23,759)
(432)
$ 1,262,942

(1,321,357)
(1,286,099)
(11,067)


(24,191)

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or in significantly different amounts.

260

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

3. Exchange rate risk

(1) Exposure to exchange rate risk

The financial assets and liabilities of the Group exposed to significant foreign currency exchange rate risk are as follows:

Financial
assets
Monetary
items
USD
USD
USD
USD
USD
Financial
liabilities
Monetary
items
USD
USD
USD
USD
USD
December 31, 2022 December 31, 2022 December 31, 2022 Foreign currency unit: $ thousand
December 31, 2021
Foreign currency unit: $ thousand
December 31, 2021
Foreign currency unit: $ thousand
December 31, 2021
Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
TWD
$ 1,463
21,586
23,261
8,695
809
219
6,612
13,101
8,018
4,706
USD/TWD
=30.710
USD/RMB
=6.967
USD/HKD
=7.798
USD/PHP
=56.452
USD/THB
=34.351
USD/TWD
=30.710
USD/RMB
=6.967
USD/HKD
=7.798
USD/PHP
=56.452
USD/THB
=34.351
44,942
662,910
714,359
267,023
24,845
6,728
203,060
402,347
246,237
144,511

1,668

27,667

28,035

6,987

184

146

15,059

20,417

5,205

6,079
USD/TWD
=27.680
USD/RMB
=6.372
USD/HKD
=7.799
USD/PHP
=51.738
USD/THB
=33.150
USD/TWD
=27.680
USD/RMB
=6.372
USD/HKD
=7.799
USD/PHP
=51.738
USD/THB
=33.150
46,172
765,830
776,014
193,389
5,085
4,033
416,835
565,143
144,074
168,268

261

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(2) Sensitivity analysis

The exchange rate risk of the Group’s monetary items mainly comes from cash and cash equivalents, accounts receivable, other receivables, loans, accounts payable, and other payables denominated in foreign currencies which generate foreign currency exchange gains and losses at the time of translation. If foreign currencies had depreciated or appreciated by 5% against the TWD, RMB, HKD, PHP, and THB as of December 31, 2022 and 2021, then with all other factors remaining constant the impact on income in 2022 and 2021 would be as follows:

USD (versus TWD)
Appreciate 5%
Depreciate 5%
USD (versus RMB)
Appreciate 5%
Depreciate 5%
USD (versus HKD)
Appreciate 5%
Depreciate 5%
USD (versus PHP)
Appreciate 5%
Depreciate 5%
USD (versus THB)
Appreciate 5%
Depreciate 5%
December
31, 2022
$ 1,911
(1,911)
22,993
(22,993)
15,601
(15,601)
1,039
(1,039)
(5,983)
5,983
December
31, 2021
2,107
(2,107)
17,450
(17,450)
10,544
(10,544)
2,466
(2,466)
(8,159)
8,159

(3) Exchange gains and losses on monetary items

Due to the wide variety of functional currencies of the Group, the exchange profit and loss information of monetary items is disclosed by means of consolidation. In 2022 and 2021, the net exchange gains (losses) (including realized and unrealized) amounted to NT$23,714 thousand and (NT$26,718) thousand, respectively.

262

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

4. Interest rate analysis

The Group’s financial asset and financial liability interest rate risk exposure is listed in the following table:

d in the following table:
Variable rate instruments (book amounts):
Financial assets
Financial liabilities
December
31, 2022
$ 483,349
531,000
December
31, 2021
351,563
610,000

The following sensitivity analysis is based on the exposure to interest rate risk of the derivative and non-derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities on the reporting date have been outstanding for the whole year. The Group’s internal key management reports increases and decreases in interest rates, and changes in interest rates of 25 basis points are considered by management to be reasonably possible.

If interest rates had increased or decreased by 25 basis points, and with all other variables held constant, the Group’s pre-tax profit and loss in 2022 and 2021 would be as follows, mainly due to the Group’s variable interest rate demand deposits and borrowings:

osits and borrowings:
Interest rates increase by 25 bps
Interest rates decrease by 25 bps
2022
$ (119)
119
2021
(846)
846

5. Fair value information

(1) Type and fair value of financial instruments

The carrying amounts and fair values of the Group’s financial assets and financial liabilities are listed below (including fair value rating information; however, provided that the carrying amount of financial instruments other than fair value is a reasonable approximation of fair value, and in the case of lease liabilities, there is no requirement to disclose fair value information):

263

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Financial assets measured at
amortized cost
Cash and cash equivalents
Net notes and accounts
receivable
Other financial assets -
current
Deposits made (accounted
for as other non-current
assets)
Financial liabilities measured
at amortized cost
Bank loans
Notes and accounts
payable
Other payables
Lease liabilities - current
Lease liabilities -
non-current
Deposits received
(accounted for as other
non-current liabilities)
December 31, 2022 December 31, 2022 December 31, 2022
Carrying
amount
$ 530,360
997,775
36,547
51,162
Fair value
Level 1

-

-

-
-

-

-

-

-

-
-
Level 2
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
**Total **
-
-
-
-
-
-
-
-
-
-

$ 1,615,844

$ 691,000
443,594
249,241
31,592
42,709
434
$ 1,458,570
Financial assets measured at
amortized cost
Cash and cash equivalents
Net notes and accounts
receivable
Other financial
assets-current
Deposits made (accounted
for as other non-current
assets)
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount
$ 412,811
789,775
43,257
56,622
Fair value
Level 1
-
-
-
-
Level 2
-
-
-
-
Level 3
-
-
-
-
**Total **
-
-
-
-

$ 1,302,465

264

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Financial liabilities measured
at amortized cost
Bank loans
Short-term notes and bills
payable
Notes and accounts
payable
Other payables
Lease liabilities - current
Lease liabilities -
non-current
Deposits received
(accounted for as other
non-current liabilities)
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amount
$ 610,000
79,956
352,959
176,101
10,915
32,579
432
Fair value
Level 1

-

-

-

-

-

-
-
Level 2
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
**Total **
-
-
-
-
-
-
-
$ 1,262,942

(2) Valuation techniques for financial instruments not measured at fair value

The management of the Group believes that the carrying amounts of the Group’s financial assets and financial liabilities measured at amortized cost in the consolidated financial statements are close to their fair values.

(XVI) Financial risk management

1. Overview

The Group is exposed to the following risks as a result of the use of financial instruments:

(1) Credit risk

(2) Liquidity risk

(3) Market risk

This note presents the Group’s exposure information for each of the above risks, the Group’s objectives, policies, and procedures for measuring and managing the risks. For further quantitative disclosures, please refer to the notes to the consolidated financial statements.

2. Risk management structure

The Group’s financial department provides services for various businesses, coordinates access to domestic and international financial market operations, and supervises and manages the financial risks associated with the Group’s

265

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

operations through internal risk reports that analyze risk exposure according to the level and breadth of risk. The use of financial instruments is governed by the policies adopted by the Board of Directors of the Company. These constitute written principles for exchange rate risk, interest rate risk, credit risk, the use of non-derivative financial instruments, and the investment of surplus liquidity. Internal auditors continuously review policy compliance and exposure limits. The Group does not trade in financial instruments for speculative purposes (including derivative financial instruments).

3. Credit risk

Credit risk is the risk of financial loss of the Group due to the failure of the customer or counterparty of the financial instrument to perform its contractual obligations. This arises mainly from the Group’s accounts receivable from customers and securities investments.

(1) Accounts receivable and other receivables

The Group has established a credit policy under which the Group is required to analyze the credit rating of each new customer individually before giving standard payment and shipping conditions and terms. The Group’s review includes external ratings where available, and bank letters in certain circumstances. Purchasing limits are established on a case-by-case basis. Such limits are subject to periodic review. Customers who do not meet the Group’s benchmark credit rating may only trade with the Group on an advance receipt basis.

Accounts receivable cover a wide range of customers and are spread across different industries and geographic regions. The Group continuously evaluates the financial situation of its accounts receivable clients and, if necessary, purchases credit guarantee insurance contracts.

Since the Group has a large customer base, there is no significant concentration of transactions with a single customer and the sales area is dispersed. Therefore, there is no risk of significant concentration of credit risk in accounts receivable. In order to reduce credit risk, the Group also regularly and continuously evaluates the financial status of customers. However, customers are usually not required to provide collateral.

266

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(2) Investments

The credit risk of bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Group’s financial department. Since the Group’s transaction counterparties and other parties are all creditworthy banks and financial institutions as well as corporate organizations and government agencies at investment grade and above, there are no material performance concerns and therefore no significant credit risk.

(3) Guarantees

It is the Group’s policy to provide financial guarantees only to wholly-owned subsidiaries. Please refer to Note XIII (I) for information on endorsements/guarantees by the Group for subsidiaries as of December 31, 2022.

4. Liquidity risk

The Group manages and maintains sufficient cash and cash equivalents to support the Group’s operations and mitigate the impact of fluctuations in cash flows. The Group’s management monitors the use of bank financing lines and ensures compliance with the terms of loan contracts.

Bank borrowings are an important source of liquidity for the Group. Please refer to Note VI (VI) for unused bank facilities of the Group as of December 31, 2022 and 2021.

5. Market risk

Market risk refers to changes in market prices such as changes in exchange rates, interest rates, and equity instrument prices, and the risk that affects the Group’s earnings or the value of financial instruments it holds. The objective of market risk management is to control the exposure to market risk to within an acceptable range and to optimize returns on investment.

(3) Exchange rate risk

The Group is exposed to exchange rate risk arising from sales, purchases and borrowing transactions that are not denominated in the functional currency. The main transaction currencies are New Taiwan dollar and US dollar.

Loan interest is priced in the currency of the principal of the loan. Generally speaking, the currency of the loan is the same as the currency of the cash flows generated by the Group’s operations, mainly New Taiwan dollar. In this case, it provides economic hedging without the need to use derivatives. Therefore, hedging accounting is not used.

267

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

For monetary assets and liabilities denominated in other foreign currencies, when short-term imbalances occur, the Group buys or sells foreign currencies at real-time exchange rates to ensure that the net risk exposure remains at an acceptable level.

(2) Interest rate risk

As the Group borrows funds at both fixed and floating interest rates, cash flow risk arises from the borrowing of funds at floating interest rates. The Group manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.

(XVII) Capital management

Based on the characteristics of the current operating industry and the future development of the Group, and considering factors such as changes in the external environment, the Group plans its capital management to ensure that it has the necessary financial resources and operating plans to meet the needs of future working capital, capital expenditure, debt repayment, and dividend payments. Management uses appropriate total debt/equity ratios, ratios of interest-bearing debt to equity, or other financial ratios to determine the optimal capitalization of the Group. It enhances shareholder returns by optimizing debt and equity balances while maintaining a sound capital base. Debt-to-equity ratios as of the reporting dates were as follows:

ollows:
Total liabilities
Total equity
Interest-bearing debt
Debt-to-equity ratio
Ratio of interest-bearing debt to equity
December
31, 2022
December
31, 2021
$ 1,594,252
1,485,822
691,000
107%
47%
1,521,242
1,269,189
689,956
120%
54%

(XVIII) Investing and financing activities not affecting current cash flows

The Group’s non-cash transaction investment and financing activities in 2022 and 2021 were undertaken to obtain right-of-use assets via leasing; please refer to Note VI (V) for details.

Reconciliation of liabilities from financing activities is as follows:

268

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Short-term loans
Deposits received
Lease liabilities
Total liabilities from
financing activities
Short-term loans
Deposits received
Lease liabilities
Total liabilities from
financing activities
January
1, 2022
$ 689,956
432
43,494
$ 733,882
January
1, 2021
$ 671,111
333
64,421
$ 735,865
Cash
flows

1,044

-
(30,883)
(29,839)
Cash
flows

18,845

100
(34,986)
(16,041)
**Non-cash ** changes
Exchange
rate
changes
-
2
900
December
31, 2022
Others

-
-
60,790
60,790
**Non-cash **
691,000

434
74,301
902
765,735
changes
Exchange
rate
changes
-
(1)
(3,675)

December
31, 2021
Others

-

-
17,734
17,734
689,956

432
43,494

(3,676)

733,882

VII. Related party transactions

  • (I) Names and relationship with related parties

Parties involved in transactions with the Group during the periods covered by these consolidated financial statements were as follows:

Name of related party Relationship with the Group

Mr. Yun-Teng Chang

Chairman of the Company

Ms. Kui-Yu Chang

Kunshan Mingmao Electronics Co., Ltd. (Kunshan Mingmao)

Year Jan Industrial Co., Ltd.

ILOFA REALTY INC. (ILOFA)

Director of the Company

The responsible person is a relative within one degree of kinship of the chairman of the Company

The responsible person is a relative within one degree of kinship of the chairman of the Company

The responsible person is a director of the Company

  • (II) Significant transactions with related parties

  • Payables to related parties

Details of payables to related parties for the Group’s leasing of real estate to related parties are as follows:

269

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Accounts Related party
category
Senior management
Other related
parties
December
31, 2022
$ 2,724
4,983
December
31, 2021
1,691
4,912
Other payables

$
7,707
6,603

2. Leases

  • (1) In January 2016, the Group leased offices and parking spaces from other related parties with the rent determined by market conditions. Signing a one-year lease agreement, the total contract values were NT$5,828 thousand and NT$1,097 thousand, respectively. Interest expense of NT$58 thousand and NT$8 thousand were respectively for the years ended December 31, 2022 and 2021, respectively; the balances of the lease liabilities were NT$4,858 thousand and NT$3,201 thousand, respectively.

  • (2) The Group leased a plant from another related party, Kunshan Mingmao, with the rent determined by market conditions and signing a one-year lease agreement. The expected lease term is three years, and the total contract value is NT$58,236 thousand. Interest expense of NT$544 thousand and NT$134 thousand were respectively for the years ended December 31, 2022 and 2021, respectively; the balances of the lease liabilities were NT$37,520 thousand and NT$0 thousand, respectively.

  • (3) The Group leased offices and factories to key management in May 2017 and January 2019, respectively, with rents determined by market conditions and signing lease contracts of three years and one year respectively. The total contract values were NT$2,544 thousand and NT$1,390 thousand, respectively. In May 2020, the lease of the office was renewed with key management, and the rent was determined according to market conditions. A three-year lease contract was signed with a total contract value of NT$2,477 thousand. Interest expense of NT$274 thousand and NT$308 thousand was recognized in 2022 and 2021, respectively.

The balance of leasing liabilities of the Group’s leased offices to key management is as follows:

Key management - ILOFA
Key management - Others
December
31, 2022
$ 18,734
283
December
31, 2021
19,447
1,013
$
19,017
20,460

270

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(III) Key management personnel transactions

  1. Compensation of key management personnel includes:

Short-term employee benefits

es:
2022 2021
$
44,612
35,827

2. Guarantees provided

The total amounts of the Group’s loan contracts for December 31, 2022 and 2021 were NT$1,191,775 thousand and NT$1,019,200 thousand, respectively, with Mr. Yun-Teng Chang serving as joint guarantor.

VIII. Pledged assets

Details of book values of assets provided by the Group as collateral against pledges are as follows:

Asset name Purpose of
pledge
Property, plant, and equipment - land
Property, plant, and equipment - buildings
Restricted bank deposits (accounted for as
other financial assets - current)
Time deposits (accounted for as other financial
assets - current)
Deposits made (accounted for as other
non-current assets)

IX. Significant commitments and contingencies: None

X. Losses due to major disasters: None.

XI. Significant subsequent events: None.

271

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

XII. Other

(I) The summary of current period employee benefits, depreciation, and amortization, by

function, is as follows:

function,is as follows:
Function
Nature
2022 2021
Under
operating
costs
Under
operating
expenses
Total Under
operating
costs
Under
operating
expenses
Total
Employee benefit
expense
Salary expense
Health and labor
insurance expense
Pension expense
Other employee
benefit expense
Depreciation expense
Amortization expense
341,826
15,475
12,798
14,988
55,808
-

242,901

18,240

10,537

20,647

22,537
1,922

584,727

33,715

23,335

35,635

78,345

1,922

318,100

5,973

8,803

13,829

58,889

-

257,915

22,370

11,257

20,831

19,300
1,853

576,015

28,343

20,060

34,660

78,189

1,853

XIII. Other disclosures

(I) 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 in 2022:

1. Loans to other parties:

Number The
company
lending
funds
Name of
borrower
Current
account
Whether
a related
party


Highest
amount
during the
period
Balance at
end of
period

Actual
usage
amount
Interest
rate
Purposes
of fund
financing
for the
borrower


Transaction
amount for
business
between
twoparties


Reasons for
short term
financing
Allowance
for bad
debt
Collateral Collateral Loan limit for
individual
counterparties
Total loan
limit

Name
Value
1
1
2
2
2
3
4
Jiun Tai
Jiun Tai
Jet Success
Jet Success
Jet Success
Shanghai
Zhansheng
Celeraise
Hong Kong
THAILAND
Celeraise Hong
Kong
Yield Profit
International
Celeraise Hong
Kong
CELERAISE
Huizhou
Zhanmao
THAILAND
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Y
Y
Y
Y
Y
Y
Y
33,781
16,108
23,195
141,746
16,108
50,242
45,101

33,781

15,355

22,111
-

15,355

49,149

42,994

33,781

15,355

22,111
-

15,355

49,149

42,994

2%

1.5%

1.5%
1.5%

2%

1.5%

2%
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing

-

-

-

-

-

-

-
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
Operating
turnover
-
-
-
-
-
-
-
None
None
None
None
None
None
None

-

-

-

-

-

-

-
104,611
(Note 1)
104,611
(Note 1)
366,320
(Note 2)
366,320
(Note 2)
146,528
(Note 2)
123,567
(Note 3)
426,975
(Note 4)
104,611
(Note 1
104,611
(Note 1
366,320
(Note 2
366,320
(Note 2
146,528
(Note 2
123,567
(Note 3
426,975
(Note 4

Note 1: In accordance with Jiun Tai’s Operational “Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Jiun Tai’s net value. If there is a need for short-term financing with Jiun Tai, the loan amount may not exceed 100% of Jiun Tai’s net value. Further, the total amount of foreign intercompany loans where Jiun Tai does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 2: In accordance with Jet Success’s “Operational Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Jet Success’s net value. If there is a need for short-term financing with Jet Success, the loan amount may not exceed 100% of Jet Success’s net value. Separately, the total amount of intercompany loans to foreign companies where Jet Success does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 3: In accordance with Shanghai Zhansheng’s “Operational Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Shanghai Zhansheng’s net value. If there is a need for short-term financing with Shanghai Zhansheng, the loan amount may not exceed 100% of Shanghai Zhansheng’s net value. Separately, the total amount of intercompany loans where Shanghai Zhansheng does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

272

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • Note 4: In accordance with Celeraise Hong Kong’s “Operational Procedures for Loaning Funds to Others”, the total amount of funds loaned may not exceed 100% of Celeraise Hong Kong’s net value. If there is a need for short-term financing with Celeraise Hong Kong, the loan amount may not exceed 100% of Celeraise Hong Kong’s net value. Separately, the total amount of intercompany loans where Celeraise Hong Kong does not directly or indirectly hold 100% of the voting shares may not exceed 40% of the net value.

Note 5: The above transactions have been eliminated in the preparation of the consolidated financial statements.

  1. Guarantees and endorsements for other parties:
Number Name of
endorsement/
guarantee
company
Counterparty of guarantee and
endorsement
Counterparty of guarantee and
endorsement
Endorsement/
guarantee
limit for single
enterprise

Maximum
endorsement/
guarantee
balance for
the current
period
Balance of
endorsement/
guarantee at
end of period
Actual
usage
amount
Guarantee
amount by
endorsement
of property
guarantees
Ratio of
cumulative
endorsement/
guarantee
amount to net
value of the
most recent
financial
statements

Endorsement/
guarantee
maximum
Endorsement/
guarantee of
parent
company for
subsidiaries
Endorsement/
guarantee of
subsidiaries
for parent
company
Endorsements/
guarantees to
the mainland
China region
Company name Relationship
0
0
1
The Company

Celeraise
Technology
Celeraise Hong
Kong/Jiun Tai
Celeraise Hong
Kong/Yield Profit
International/Celer
aise Technology
The Company
Subsidiary of the
Company
Subsidiary of the
Company
Parent company
1,485,708
1,485,708
346,561
80,538
146,645
48,208
76,775
(Note 2)
142,130
(Note 3)
40,446
-
-
40,446
-
-

-
5.17%
9.57%
58.35%
1,485,708
1,485,708
346,561
Y
Y
N
N
N
Y
N
N
N
  • Note 1: The total amount of the Company’s external endorsements/guarantees may not exceed 100% of the Company’s net value. The amount of endorsements/guarantees for a single enterprise may not exceed 100% of the Company’s net value.

  • Note 2: A shared quota guarantee is provided for Celeraise Hong Kong and Jiun Tai of NT$76,775 thousand (US$2,500 thousand). Note 3: A joint guarantee is provided for Celeraise Hong Kong, Yield Profit International, and Celeraise Technology of NT$142,130 thousand (US$3,000 thousand and NT$50,000).

Note 4: Endorsements/guarantees made by Celeraise Technology are made in accordance with that company’s Management Measures for Loans and Endorsements/Guarantees. The total amount of external endorsements/guarantees may not exceed 500% of the company’s net value, and the amount of endorsements/guarantees for a single enterprise may not exceed 500% of the company’s net value.

Note 5: The counterparty of the above endorsement/guarantee is the entity preparing the consolidated financial statements.

  1. Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures): None.

  2. Individual securities acquired or disposed of with accumulated amount exceeding NT$300 million or 20% of the paid-in capital: None.

  3. Acquisition of individual real property with amount exceeding NT$300 million or 20% of the paid-in capital: None.

  4. Disposal of individual real property with amount exceeding NT$300 million or 20% of the paid-in capital: None.

  5. Related party transactions for purchases and sales with amounts exceeding NT$100 million or 20% of the paid-in capital:

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Company
buying
(selling)
goods
Transaction
counterparty
Relationship Transac tion status Circumstance
why trading c
different fr
transa
s and reasons
onditions are
om ordinary
ctions
Notes and accounts
receivable (payable)
Notes
Buying
(selling)
goods
Amount
(Note 1)
Ratio of
total
purchase
s (sales)
Credit period Unit price Credit period Balance
(Note 2)
Ratio of total
notes and
accounts
receivable
(payable)
Celeraise
Hong Kong
CELERAISE
CELERAISE
Celeraise Hong
Kong
Ultimate parent
company is the
same
Ultimate parent
company is the
same
(Sales)
Purchase
(398,095)

398,095

(40) %

62 %
Monthly
settlement is
270 days, and
the payments
are made
based on
funding needs
Monthly
settlement is
270 days, and
the payments
are made
based on
fundingneeds
No significant
difference with
general
customers
No significant
difference with
general
customers
No significant
difference with
general
customers
No significant
difference with
general
customers
130,840
(130,840)

42%

(66)%
Note 1
Note 1

273

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

==> picture [442 x 313] intentionally omitted <==

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

Company Transaction Relationship Transaction status Circumstances and reasons Notes
buying counterparty why trading conditions are Notes and accounts
(selling) different from ordinary receivable (payable)
goods transactions
Buying Amount Ratio of Credit Unit price Credit period Balance Ratio of total
(selling) (Note 1) total period (Note 2) notes and
goods purchases accounts
(sales) receivable
(payable)
Huizhou Celeraise Hong Ultimate parent (Sales) (370,493) (52) % Monthly No significant No significant 118,650 52% Note 1
Zhanmao Kong company is the settlement is difference with difference with
same 270 days, general general
and the customers customers
payments
are made
based on
funding
needs
Celeraise Huizhou Zhanmao Ultimate parent Purchase 370,493 37 % Monthly No significant No significant (118,650) (40)% Note 1
Hong Kong company is the settlement is difference with difference with
same 270 days, general general
and the customers customers
payments
are made
based on
funding
needs
Celeraise Huizhou Zhanmao Ultimate parent (Sales) (151,292) (15) % Monthly No significant No significant 176,511 57% Note 1
Hong Kong company is the settlement is difference with difference with
same 270 days, general general
and the customers customers
payments
are made
based on
funding
needs
Huizhou Celeraise Hong Ultimate parent Purchase 151,292 40 % Monthly No significant No significant (176,511) (66)% Note 1
Zhanmao Kong company is the settlement is difference with difference with
same 270 days, general general
and the customers customers
payments
are made
based on
funding
needs
----- End of picture text -----

Note 1: Information up to February 28, 2023. Note 2: The transactions listed on the left have been eliminated in the preparation of the consolidated financial statements.

  1. Receivables from related parties with amounts exceeding NT$100 million or 20%

of the paid-in capital:

Unit: NT$ thousand

Company with
accounts
receivable
Transaction
counterparty
Relationship Balance of
receivables
from related
parties

Turnover
rate
Receivables overdue from
relatedparties
Receivables overdue from
relatedparties
Receivables
amount from
related parties
recovered after
theperiod
Amount of
allowance
for doubtful
accounts
Amount Action taken
Celeraise Hong Kong
Celeraise Hong Kong
Huizhou Zhanmao
Huizhou
Zhanmao
CELERAISE
Celeraise Hong
Kong
Ultimate parent
company is the
same
Ultimate parent
company is the
same
Ultimate parent
company is the
same
176,511
130,840
118,650
93%
406%
426%
-
-
-
17,321
60,479
39,001
-
-
-

Note 1: Information up to February 28, 2023.

Note 2: The transactions listed on the left have been eliminated in the preparation of the consolidated financial statements.

9. Trading in derivative instruments:

None.

274

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

10. Business relationships and significant intercompany transactions:

Number
(Note 1)

Name of
transaction
person
Name of
counterparty
Relationship
with transaction
person (Note 2)
Intercompany transactions Intercompany transactions Intercompany transactions

Account
name
Amount Trading terms Ratio to
consolidated total
revenue or total
assets
1
1
1
1
1
1
2
2
2
2
3
3
Celeraise Hong
Kong
Celeraise Hong
Kong
Celeraise Hong
Kong
Celeraise Hong
Kong
Celeraise Hong
Kong
Celeraise Hong
Kong
Kunshan
Yiguan
Kunshan
Yiguan
Kunshan
Yiguan
Kunshan
Yiguan
Huizhou
Zhanmao
Huizhou
Zhanmao

CELERAISE

CELERAISE

Huizhou
Zhanmao

Huizhou
Zhanmao

Welltend
Technology

Welltend
Technology
Shanghai
Zhansheng
Shanghai
Zhansheng
THAILAND
THAILAND
Celeraise Hong
Kong
Celeraise Hong
Kong
3
3
3
3
3
3
3
3
3
3

3

3
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable

398,095
130,840

151,292
176,511

20,941
6,527

63,411
33,515

15,151
11,780

370,493
118,650
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs

10.15%

4.25%

3.86%

5.73%

0.53%


0.21%

1.62%

1.09%


0.39%

0.38%

9.45%

3.85%

275

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Number
(Note 1)

Name of
transaction
person
Name of
counterparty
Relationship
with transaction
person (Note 2)
Intercompany transactions Intercompany transactions Intercompany transactions Intercompany transactions

Account
name
Amount Trading terms Ratio to
consolidated total
revenue or total
assets
3
3
3
3
3
3
Huizhou
Zhanmao
Huizhou
Zhanmao
Huizhou
Zhanmao
Huizhou
Zhanmao
Huizhou
Zhanmao
Huizhou
Zhanmao
CELERAISE
CELERAISE
THAILAND
THAILAND
Kunshan Yiguan
Kunshan Yiguan
3
3
3
3
3
3
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable
Sales revenue
Accounts
receivable

50,918
72,457

45,987
39,994

40,342
8,922
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs
Prices are not significantly
different from those of ordinary
customers, monthly settlement
is 270 days, and payments are
received according to funding
needs

1.30%

2.35%

1.17%

1.30%

1.03%


0.29%

Note 1: Numbers are filled in according to the following:

  1. The parent company is 0.

  2. Subsidiaries are numbered in sequence starting from 1.

Note 2: Relationship is classified into three types:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to subsidiary.

(II) Information on investees

1. The Group’s reinvestment business information is as follows (excluding

investment in mainland China companies):

Unit: Foreign currency Unit: Foreign currency Unit: Foreign currency thousands / thousand shares thousands / thousand shares thousands / thousand shares
Investing
company
name
Investee
company name
Region Main business items Original investment amount Held at end of period Highest level of
holdings in theperiod
Profit or loss of
the investee
company for
the current
period (Note 2)

Investment
gains and
losses
recognized in
the current
period(Note 2)
Notes
End of current
period
End of prior
period
Number of
shares

Ratio
**Carrying amount ** Number of
shares
Sharehold
ing ratio
The
Company
The
Company
The
Company
The
Company
The
Company
The
Company
A Team
Jiun Tai
Celeraise
Technology
Leadpak
Industrial
Celeraise Hong
Kong
CELERAISE
British
Virgin
Islands
Hong
Kong
Taiwan
Taiwan
Hong
Kong
Philippine
s
Investment, trading,
and holding
company
Holding company
Information service
industry
International trade
and other wholesale
and retail trade
Manufacture and
sale of wire and
cable connectors
and connectors
Manufacture and
sale of wire and
cable connectors
and connectors
16,538
280,890
30,000
29,810
382,646
25,532
16,538

280,890

30,000

29,810

382,646

25,532
500

59,920

3,000

2,981

50,300

400
100%
100%
100%
99.36%
99.99%
100%
974
267,120
69,315
17,778
1,093,730
255,661
500

59,920

3,000

2,981

50,300

400
100%

100%

100%
99.36%
99.99%

100%
-
(2,987)
39,928
300
56,930
44,708
-

(2,987)

39,927

298

56,930

44,708
Subsidiar
y









276

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Investing
company
name
Investee
company name
Region Main business items Original investment amount Original investment amount Held at end Held at end of period Highest level of
holdings in theperiod
Highest level of
holdings in theperiod
Profit or loss of
the investee
company for
the current
period (Note 2)

Investment
gains and
losses
recognized in
the current
period (Note 2)
Notes
End of current
period
End of prior
period
Number of
shares

Ratio
**Carrying amount ** Number of
shares

Sharehold
ing ratio
The
Company
Jiun Tai
Celeraise
Hong Kong
THAILAND
Celeraise Hong
Kong
Yield Profit
International
Jet Success
Thailand
Hong
Kong
Hong
Kong
Hong
Kong
Manufacture and
sale of wire and
cable connectors
and connectors
Manufacture and
sale of wire and
cable connectors
and connectors
Investment, trading,
and holding
company
Investment, trading,
and holding
company
182,136
1
(HKD0.16)
(Note 1)
61,433
(HKD15,600)
(Note 1)
30,716
(HKD7,800)
(Note 1)
182,136
1
(HKD0.16)
(Note 1)
61,433
(HKD15,600)
(Note 1)
30,716
(HKD7,800)
(Note 1)
18,275


-


15,600


7,800
100%
0.01%
100%
100%
164,422
1
(HKD0.16)
(Note 1)
313,566
(HKD79,626)
(Note 1)
366,320
(HKD93,022)
(Note 1)
18,275
-
15,600
7,800
100%
0.01%
100%
100%
18,640

-
60,290
(HKD15,820)
(Note 2)
(3,226)
(HKD(846))
(Note 2)
18,640
Recognized
by Jiun Tai



Recognized
by Celeraise
Hong Kong





Sub-sub
sidiary
Note 1: Convert
Note 2: Convert
Note 3: The abo
ed to New
ed to New
ve transact
Taiwan dollar at the period-end exchange rate on the financi
Taiwan dollar at the average exchange rate during the financ
ions have been eliminated in the preparation of the consolid
al reporting end date.
ial reporting period.
ated financial statements.

(III) Information on investment in mainland China

1. Relevant information such as the name and main business items of the investee

company in mainland China:

Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares Unit: Foreign currencythousands / thousand shares
Mainland
China
investee
company
name
Main business
items
Paid-in capital
amount (Note 3)
Investm
ent
method
Accumulated
investment
amount
remitted from
Taiwan at the
beginning of
the current
period (Note
3)

Investment
amount
remitted or
recovered in
the current
period

Accumulated
investment
amount
remitted from
Taiwan at the
end of the
current period
(Note 3)




Profit or loss of
the investee
company for
the current
period (Note 4)

Shareholdin
g ratio of the
Company’s
direct or
indirect
investment

Highest level of
holdings in the
period
Investment gains
and losses
recognized in the
current period
(Notes 4 and 5)
Book value of
investments at
the end of the
period (Note 3)
Investme
nt
income
repatriate
d up to
the
current
period
Outflo
w
Inflow Thousand
shares /
thousand
units


Shareholdi
ng ratio
Shanghai
Minshi








Shanghai
Zhansheng









Shenzhen
Zhansheng




Celeraise
Chenzhou





Kunshan
Yiguan




Huizhou
Zhanmao





R&D and production
of industrial
automation control,
product quality
control,
communication, and
electronic network
computing software
Production of
electronics, cable
connectors,
telephone spare
parts and small
household
appliances; sales of
the company’s own
products
Manufacture and
sale of wire and
cable connectors
and connectors
Production and
sale of wire
connectors,
electronic wire
products, etc.
Manufacture and
sale of wire and
cable connectors
and connectors, etc.
Production and sale
of wire connectors,
electronic wire
products and
packaging
materials,etc.


15,355
(US$500)
51,439
(US$1,675)
46,363
(US$515
RMB$6,930)
(Note 6)
-
30,710
(US$1,000)

51,593
(US$1,680)
(Note 7)
Note 1
Note 2
Note 2
Note 2
Note 2
Note 2
15,355
(US$500)
224,183
(US$7,300)
-
30,710
(US$1,000)
30,710
(US$1,000)
-
-

-
-


-


-
-
-
-
-
-
-
-
15,355
(US$500)
224,183
(US$7,300)
-
30,710
(US$1,000)
30,710
(US$1,000)
-
-


5,899
(RMB1,334)
(8,831)
(RMB(1,997))


(Note 8)


2,901
(RMB656)
60,741
(RMB13,736)
100%
100%
100%
-
100%
100%
-
-
-
-
-
-
100%
100%
100%
-
100%
100%
-
5,395
(RMB1,220)
(5,728)
(HKD(1,503))
-
2,900
(HKD761)
60,724
(HKD15,934)
-
130,490
(RMB29,603)
32,933
(HKD8,363)
(Note 8)
360,307
(HKD91,495)
336,872
(HKD85,544)
-

-

-
-

-

-

2. Limitations on investment in mainland China:

Company name Accumulated
investment amount
remitted from
Taiwan to mainland
China at the end of
the current period
(Note 3)
Investment amount
approved by the
Investment
Commission of the
Ministry of Economic
Affairs (Note 3)
Investment limit for
the mainland China
area in accordance
with the regulations
of the Investment
Commission of the
Ministry of Economic
Affairs
The Company 300,958(USD9,800) 371,284(USD12,090) 891,425

277

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • Note 1: Reinvestment in mainland China through investment and establishment of companies in a third region.

  • Note 2: Reinvestment in mainland China companies by reinvesting in existing companies in a third region.

  • Note 3: Converted to New Taiwan dollar at the period-end exchange rate on the financial reporting end date.

  • Note 4: Converted to New Taiwan dollar at the average exchange rate during the financial reporting period.

  • Note 5: Investment gains and losses for the current period are recognized based on the financial statements of the invested company that have been verified and certified by the CPAs of the Taiwan parent company.

  • Note 6: Constitutes reinvestment undertaken by Celeraise Hong Kong through investment of US$515 thousand of its own funds and use of fixed assets.

  • Note 7: The difference between the remitted investment amount and the Company’s remittance is the reinvestment of US$1,680 thousand made by Celeraise Hong Kong, Yield Profit International, and Jet Success using their own funds.

  • Note 8: Celeraise Chenzhou Industry completed the liquidation process in June 2018 and the investment amount was reimbursed in July 2018.

  • Note 9: The above transactions have been eliminated in the preparation of the consolidated financial statements.

3. Material transactions with mainland China investee companies:

For direct or indirect material transactions between the Group and mainland China investee companies in 2022 (eliminated in the preparation of the consolidated statements), please see the description detailed under the “Information on Material Transactions” as well as “Business relationships and significant intercompany transactions”.

(IV) Information on principal shareholders:

rmation on principal shareholders: rmation on principal shareholders: rmation on principal shareholders:
Unit: Shares
Shares
Principal shareholder name
Number of
shares held
Shareholding
percentage
Year Jan Industrial Co., Ltd. 11,152,634
11.63%
Jiayu Investment Co., Ltd. 9,485,167
9.89%
Jusheng Investment Co., Ltd. 8,842,241
9.22%
Wei Yi Investment Co., Ltd. 7,792,774
8.12%
Shih Chieh Wei Co., Ltd. 7,715,421
8.04%

278

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • Note: (1) The information of major shareholders in this table is published by the depository and clearing company on the last business day at the end of each quarter, calculating shareholder ownership of the company with information on the delivery of more than 5% of ordinary shares that have been completed without physical registration (including treasury shares). As for the share capital recorded in the company’s financial statements and the actual number of shares that the company has completed without physical registration, there may be discrepancies or differences due to the different basis for preparation and calculation.

  • (2) If the above-mentioned information is of shares delivered to a trust by a shareholder, it is disclosed by the individual account of the trustor whose trust account is opened by the trustee. As for insider equity declarations of shareholders holding more than 10% of shares made in accordance with the Securities and Exchange Act, such shareholdings include own-held shares plus shares that are delivered to a trust and that have the right to exercise decision-making power over the trust property. Please refer to the Market Observation Post System for insider equity declaration information.

XIV. Segment information

(I) General information

The Group is divided into operating segments by different products and labor services. Of these, the segments that should be reported are the Information Service Department and the Wire & Connectors Department. The main business of the Information Service Department is the integrated planning and implementation of information systems and consulting services. The main business of the Wire & Connectors Department is the production and sale of computer peripherals, smart home appliances, communication equipment, and game consoles.

The Group does not allocate income tax expense and net profit or loss from non-controlling interests to reportable segments. Amounts for reportable departments are consistent with reports used by operating decision makers. The roup has not allocated assets and liabilities to reportable segments for the purpose of operating decision makers to measure divisional assets and liabilities. The accounting policies of the operating segments are the same as the summary of significant accounting policies described in Note 4.

279

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • (II) Reportable information on segment profit and loss, segment assets, segment liabilities, and their measurement basis

The Group’s operating segment information and reconciliation are as follows:

Revenue:
Revenue from
external customers
Interdepartmental
revenue
Total revenue
Segment (loss) profit
Segment total assets
Revenue:
Revenue from
external customers
Interdepartmental
revenue
Total revenue
Segment (loss) profit
Segment total assets
2022 Total
3,908,184
-
Information
services
$ 1,615,734

16,613
$ 1,632,347
$
145,372
Wire and
connectors
Other
segments
Adjustment
s and
eliminations
2,292,450
-

-
-
-
(16,613)
(16,613)
(8,379)
2,292,450
-
3,908,184

157,105


(216)

293,882


2021

$ 3,080,074

Total
3,373,438
-
Information
services
$ 1,256,721

15,599
$ 1,272,320
$
83,467
Wire and
connectors
Other
segments
Adjustment
s and
eliminations
2,116,717
-

-
-
-
(15,599)
(15,599)
(9,370)
2,116,717
-
3,373,438

162,209


(210)

236,096


$ 2,790,431

280

(III) Information on geographic differentiation

Information on geographic differentiation within the Group is as follows. Revenue is classified based on the geographic locations of the customer, while non-current assets are classified according to the geographic locations of the assets.

ts.
Region
Revenue from external customers:
Taiwan
Mainland China
Philippines
Thailand
Non-current assets:
Taiwan
Mainland China
Philippines
Thailand
2022
$ 1,615,734
1,237,128
726,030
329,292
$
3,908,184
December
31, 2022
$ 248,699
146,283
56,915
148,613
2021

1,256,721

1,267,143

543,498
306,076
3,373,438
December
31, 2021

254,600

126,126

46,432
144,244

$
600,510

571,402

Non-current assets include property, plant and equipment, right-of-use assets, intangible assets, and other assets. However, deferred tax assets are excluded.

(IV) Information on major customers:

The Group has no customers whose revenue from external customers accounts for more than 10% of consolidated operating revenues.

  • 281 -

VI. In the most recent year and as of the date of publication of the annual report, if any financial difficulties occurred to the Company and its affiliated companies, their effect on the Company’s financial status should be listed: At present, the Company is operating normally and there are no financial crises.

282

Seven. Financial Status and Review and Analysis of Financial Performance

I. Financial status:

Financial status comparative analysis

Unit: NT$/NT$ thousand Unit: NT$/NT$ thousand
Year
Item
2021 2022 Difference
Amount Percentage(%)
Current assets 2,215,483 2,476,124 260,641 11.76%
Property, plant and
equipment
414,455 426,974 12,519 3.02%
Other assets 160,493 176,976 16,483 10.27%
Total assets 2,790,431 3,080,074 289,643 10.38%
Current liabilities 1,462,525 1,501,790 39,265 2.68%
Non-current liabilities: 58,717 92,462 33,745 57.47%
Total liabilities 1,521,242 1,594,252 73,010 4.80%
Capital stock 940,000 958,900 18,900 2.01%
Additionalpaid-in capital 7,991 7,525 (466) -5.83%
Retained earnings 513,444 639,311 125,867 24.51%
Other equity (192,246) (120,028) 72,218 37.57%
Total equity 1,269,189 1,485,822 216,633 17.07%

Where changes between the prior and subsequent period are more than 20% and the change amount is NT$10 million, analysis is given as follows:

  1. Non-current liabilities increased primarily because deferred tax liabilities were greater for 2022.

  2. Retained earnings increased mainly due to an increase in after-tax net profit in 2022.

  3. An increase in other equity interest primarily reflected an increase in exchange differences on conversion of foreign financial statements in 2022.

283

II. Financial performance:

(I) Comparative analysis of business results

Unit: NT$/NT$ thousand
Difference
Amount
Percentage(%)
534,746
15.85%
494,401
18.37%
40,345
5.91%
(17,441)
-3.91%
57,786
24.48%
42,394
-173.58%
100,180
47.33%
46,718
57.72%
53,462
40.90%
109,528
-212.84%
162,990
205.62%
Unit: NT$/NT$ thousand
Difference
Amount
Percentage(%)
534,746
15.85%
494,401
18.37%
40,345
5.91%
(17,441)
-3.91%
57,786
24.48%
42,394
-173.58%
100,180
47.33%
46,718
57.72%
53,462
40.90%
109,528
-212.84%
162,990
205.62%
Year
Item
2021 2022 Difference
Amount Percentage(%)
Operatingrevenue 3,373,438 3,908,184 534,746 15.85%
Operatingcosts 2,690,890 3,185,291 494,401 18.37%
Operatingmargin 682,548 722,893 40,345 5.91%
Operatingexpenses 446,452 429,011 (17,441) -3.91%
Operating profit 236,096 293,882 57,786 24.48%
Non-operating income and
expenses
(24,423) 17,971 42,394 -173.58%
Netprofit before tax 211,673 311,853 100,180 47.33%
Income tax expense 80,945 127,663 46,718 57.72%
Netprofit for theperiod 130,728 184,190 53,462 40.90%
Other comprehensive income (51,460) 58,068 109,528 -212.84%
Total comprehensive income
for theperiod
79,268 242,258 162,990 205.62%

Where changes between the prior and subsequent period are more than 20% and the change amount is NT$10 million, analysis is given as follows:

  1. An increase in operating profit was primarily due to an increase of operating revenue in 2022.

  2. Non-operating income and expenses increased, primarily due to an increase in net foreign currency exchange gains in 2022.

  3. Increases occurred in net profit before tax and net profit for the current period, primarily due to increases in operating revenue and net exchange gains from foreign currency in 2022.

  4. Income tax expenses increased, primarily due to an increase in net profit before tax in 2022.

  5. Increases were seen in other comprehensive income and in total comprehensive income for the period, primarily due to increases in exchange differences on translation of foreign financial statements in 2022.

  6. (II) Expected sales volume and its basis, and possible impact on the Company’s future financial business, and response plan:

The Group’s operating strategy is to continue to expand stable business projects and actively plan to expand overseas manufacturing industries to increase the Company’s profitability.

284

III. Cash flows:

  • (I) Analysis and explanation of changes in combined cash flow in recent years:
Year
Item
2021 2022 Ratio of increase
(decrease)
Cash flow ratio (%) 1.00 11.00 1000.00%
Cash flow adequacy ratio (%) 40.01 55.38 38.42%
Cash reinvestment ratio (%) -3 7 -333.33%

Operating activities: Mainly due to an increase in net profit before tax and a decrease in inventories for the period, resulting in net cash inflows from operating activities.

Investing activities: Mainly due to the acquisition of property, plants, and equipment for the period, resulting in cash outflows from investing activities.

Financing activities: Cash outflows from financing activities occurred due to repayment of principal for lease liabilities as well as the issuance of cash dividends.

  • (II) Improvement plan for insufficient liquidity: Not applicable.

  • (III) Estimated cash flow analysis:

The cash flow of the Group is mainly operated with its own working capital. If there is any shortage of short-term funds, short-term bank loans will be used to pay for it.

V. Impact of major capital expenditures on financial business in recent years: None

V. Reinvestment policy in the most recent year, main reasons for its profit or loss, improvement plan and investment plan for the next year:

  • (I) The Group’s reinvestment policy:

    • The Group’s current reinvestment policy takes the wire and connector industry-related business as the main investment target. Furthermore, we make an investment plan after analyzing each item and measuring the benefits generated and then submit it to the Board of Directors for discussion and approval.
  • (II) Main reasons for income from reinvestment in 2022 and its improvement plan: In 2023, the Group continues to strengthen its ability to receive orders for investment businesses in China and Southeast Asia. We are reducing production costs, improving product quality, and strengthening the recovery of accounts receivable. Furthermore, we are expanding market operations and developing multiple products to increase reinvestment income.

  • (III) Investment plan for the coming year:

    • In response to Japanese customers’ continuous investment in ASEAN and in line with the overall operation plans of the Group, we continue to invest in Southeast Asia with our own funds in 2023.
  • VI. Risk matters (risk matters should be analyzed and evaluated for the following matters in the most recent year and up to the publication date of the annual report):

  • (I) The impact of interest rates, exchange rate changes, and inflation on the Company’s profit and loss and future countermeasures :

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Item 2021 2022
Amount Ratio (%) Amount Ratio (%)
Operatingrevenue 3,373,438 100.00 3,908,184 100.00

285

Interest expense 9,599 0.28 11,233 0.29
Foreign currency
exchange gains
(losses)
(26,718) (0.79) 23,714 0.61

Source: Financial reports audited and certified by CPAs

  1. Interest rate changes:

    • (1) The Company’s interest expenses accounted for a very small proportion of operating income, with minimal impact on profit or loss.

    • (2) Future response measures: The Company maintains a fairly good credit relationship with banks and monitors market changes at all times. Furthermore, we regularly contact banks to understand the interest rate trends to strive for more favorable loan terms. Moreover, the Company’s operating conditions are good. With the continuous growth of business, short-term working capital is still used for primary financial scheduling. Therefore, changes in interest rates will not have a significant impact on the Company’s profit and loss.

  2. Exchange rate changes:

    • The Group’s products are mainly exported and revenue payments and accounts payable are mostly denominated in US dollars. Moreover, the Group will add to the product quotations according to fluctuations in exchange rates. Changes in exchange rates thus have little impact on the Group’s profit or loss. Moreover, we appropriately retain the foreign currency portion of sales revenues to make foreign currency payments to serve as a natural hedge. Furthermore, the heads of relevant departments continually monitor market trends and make timely reference to the bank’s professional advice in order to minimize the impact of exchange rate changes on the Company’s profit and loss.
  3. Inflation:

    • The Group continually monitors market price fluctuations and maintains good interactive relationships with suppliers and customers. Moreover, we consider overall market conditions to determine the best purchasing policy. Therefore, inflation does not affect the Group’s material profitability.
  4. (II) Policies, main reasons for profit or loss, and future countermeasures for engaging in high-risk and high-leverage investments, loans of funds to others, endorsements/guarantees, and derivatives transactions:

  5. Since its establishment, the Company has been committed to its own business. There are no high-risk and high-leverage investment behaviors.

  6. The Company undertakes loans of funds to others and endorsement/guarantee operations, all in accordance with the provisions of the “Company’s Measures for Loans and Endorsements/Guarantees”.

  7. The Company does not engage in derivatives transactions.

  8. (III) Future R&D plans and estimated R&D expenses: None.

  9. (IV) The impact of important domestic and foreign policies and legal changes on the Company’s financial business and corresponding measures:

  10. The daily operations of the Company and its subsidiaries are handled in accordance with relevant laws and regulations at home and abroad. Furthermore, we keep abreast of domestic and foreign policy development trends and changes in laws and regulations. As of the date of publication, there were no events affecting the Company’s financial business due to major policy and legal changes domestically and abroad.

  11. (V) The impact of technological changes (including information security risks) and industry changes on the Company’s financial business, and countermeasures:

286

The Company continually monitors changes in technology related to the industry in which it is located. We undertake timely launches of products that meet market trends, grasp market trends, and improve the automated mass production process as we continue to create high value-added connector products. We develop in step with customers to enhance our competitiveness. Therefore, technological changes have a positive effect on the Company.

In order to improve its information security management, the Company has an information security team that is responsible for promoting information security-related policies, implementing information security incident notification and related emergency responses, regularly assessing information security risks, implementing information security advocacy, education and training, and undertaking information security audits, while strengthening management efficiency. It supervises the information security protection work of the Company’s colleagues, establishes correct awareness of information security protection, and stringently implements information security risk management.

  • (VI) The impact of corporate image changes on corporate crisis management and countermeasures:

  • The Company upholds a business philosophy of honesty, diligence, thrift and prudence. Since our inception, we have actively strengthened internal management, improved management quality and efficiency, and fulfilled our corporate social responsibility, to maintain a positive corporate image. There have been no major changes in corporate image that have resulted in a corporate crisis.

  • (VII) Expected benefits and possible risks of mergers and acquisitions and countermeasures: None.

  • (VIII) Expected benefits and possible risks of plant expansions and countermeasures: None.

  • (IX) Risks and countermeasures faced by purchase or sales concentration: None.

  • (X) The influence and risk of the massive transfer of shares or the replacement of the directors, supervisors, or major shareholders holding more than 10% of the shares issued by the Company, and the response: As of the date of publication, there have been no substantial transfers of equity interests.

  • (XI) The impact, risks and countermeasures of changes of management rights on the Company: There is no such situation as of the publication date.

  • (XII) Statement shall be made of litigation or non-litigation events impacting the Company and its directors, supervisors, general managers, substantive persons in charge, and major shareholders whose shareholding ratio exceeds 10%, and major litigation or non-litigation events or administrative disputes confirmed or still being adjudicated for affiliated companies, where the outcomes may have a significant impact on shareholders’ equity or the price of securities; disclosure shall be made of the facts in dispute, the subject matter amount, the commencement date of the litigation, the main parties involved in the litigation, and the disposition as of the date of publication of the annual report: No such situation.

  • (XIII) Other important risks and countermeasures:

  • In order to comprehensively strengthen information security risk control and protect the corporate responsibility of customers’ personal information, the company targets various information security risks inside and outside the organization, such as: system and network management, system development process, device management, hardware protection, application system security monitoring, Internet and mobile device security control, internal employee information security awareness, and so on, and prevention and control mechanisms have been established. In addition, personnel from the Information Department establish a backup mechanism every year for network security and for each application system, and they conduct disaster preparedness drills while also

287

strengthening the environmental control of computer rooms and upgrading firewall equipment. These efforts are aimed at ensuring the safety of employees and the continued operation of critical businesses, thereby reducing losses arising from accidents.

VII. Other important matters: None.

288

Eight.

Special Disclosures

  • I. Related information of affiliated companies: (I) Affiliated business merger report: 1. Profile of affiliated companies (1) Organization chart of affiliated companies (2022/12/31):

Welltend Technology Corp

Welltend Technology Corp
100%
A Team Tech Inc.
(B.V.I)
Shanghai Celeraise
Electronic Co., Ltd.
Minshi Computer
Technology (Shanghai)
Co., Ltd.
100%
100%
99.36%
Celeraise
Technology
Corporation
100%
Leadpak
Industrial Co.,
Ltd.
100%
JIUN TAI
CORPORATION
LIMITED (Hong
Kong)
Jet Success
Technology
Development
Limited (Hong Kong)
Celeraise
Investment Limited
(Hong Kong)
Kunshan
Celeraise
Electronic Co.,
Shenzhen Celeraise
Electronic Co., Ltd.
Yield Profit
International Enterprise
Limited (Hong Kong)
99.9997%
100%
100%
100%
0.0003%
100%
Zhan Mao
(Huizhou)
Electronic Co., Ltd.
100%
CELERAISE ELECTRONIC
CORPORATION (Philippines)
99.99%
Celeraise
(Thailand) Co.,
Ltd.
99.9997%
CELERAISE ELECTRONIC
CORPORATION (Philippines)

289

(2) Basic information of each affiliated company

Unit: NT$ thousand/foreigncurrencyinthousands Unit: NT$ thousand/foreigncurrencyinthousands Unit: NT$ thousand/foreigncurrencyinthousands
Enterprise name Date of
establishment
Address Paid-in capital
amount
Main business items
A Team Tech Inc. 2001.12.14 The premises of Commonwealth Trust Limited, Sealight House,
Tortola, British Virgin Islands.
NTD 16,538 Investment, trading, and holding company.
Minshi Computer Technology
(ShanghaI) Co., Ltd.
2000.11.22 Stand A, 26th Floor, Zhaofeng Global Building, No. 1800,
Zhongshan West Road, Shanghai
NTD 15,535
USD 500


R&D and production of industrial automation
control, product quality control, communication,
and electronicnetworkcomputing software.
Jiun Tai Corporation Limited (Hong
Kong)
2009.06.01 RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
Shatin, N. T
NTD 280,890 Holding company.
Shanghai Celeraise Electronic Co.,
Ltd.
2009.06.01 Room 168, Area D, 5th Floor, Building 1, No. 6, Kangye Road,
Zhujiajiao Town, Qingpu District, Shanghai
NTD 51,439
USD 1,675


Production of electronics, cable connectors,
telephone spare parts and small household
appliances;sale of the company’s ownproducts.
Celeraise Technology Corporation 2009.10.21 4F-1, No. 61, Gongyi Road, Section 2, Nantun District, Taichung
City
NTD 30,000 Information service industry
Leadpak Industrial Co., Ltd. 2009.10.15 6th Floor, No. 59, Dongxing Road, Taipei City NTD 30,000
Manufacturing of industrial plastic products,
other plastic products manufacturing industry,
electrical installation industry,etc.
Celeraise Investment Limited
(Hong Kong)
1990.08.31 RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
Shatin, N. T
NT 382,646 Manufacture and sale of wire and cable
connectors and connectors.
Yield Profit International Enterprise
Limited (Hong Kong)
2010.05.25 RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
Shatin, N. T
NTD 61,433
HK 15,600

Investment, trading, and holding company.
Jet Success Technology
Development Limited (Hong Kong)
2010.07.12 RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
Shatin, N. T
NTD 30,716
HK 7,800

Investment, trading, and holding company.
Kunshan Celeraise Electronic Co.,
Ltd.
2011.06.29 Room 6, No. 8 Weimeng Road, Dianshanhu Town, Kunshan City,
Jiangsu Province
NTD 30,710
USD 1,000


Production and sale of wires, connectors and
joints, and packaging materials.
Shenzhen Celeraise Electronic
Co., Ltd.
2012.09.12 Factory Building 2, No. 4-8, Mumianwan Road, Mumianwan Village,
Buji Street, Longgang District, Shenzhen

NTD 46,363
USD 515
RMB 6,930



Manufacture and sale of wire and cable
connectors and connectors.
Zhan Mao (Huizhou) Electronic
Co., Ltd.
2013.10.25 Runchang Industrial Park, Hongtian Village, Xinxu Town, Huiyang
District, Huizhou City, Guangdong Province
NTD 51,593
USD 1,680


Production and sale of wire connectors,
electronic wire products, etc.
Celeraise Electronic
Corporation(Philippines)
2015.03.18 Maguyam Road, Carillo Drive, Beside Hong Chang Compond,
BarangayBancal, Carmona, Cavite
NTD 25,532 Manufacture and sale of wire and cable
connectors and connectors.
Celeraise (Thailand) Co., Ltd. 2017.5.16 41/1 WHA INDUSTRIAL ESTATE CHONBURI, MOO 8, BOWIN, A.
SRIRACHA, CHONBURI 20230
NTD 182,136 Manufacture and sale of wire and cable
connectors and connectors.

290

  • (3) Information on the same shareholders of those who have control and affiliation: None.

  • (4) Items covered by business offices of overall related enterprises: Manufacture and sale of wire and cable connectors and connectors, information services and investments.

  • (5) Information on directors, supervisors and presidents of related companies:

Enterprise name Job title and name Number of shares held Number of shares held
Number of shares Shareholding
ratio
A Team Tech Inc. Director: Welltend Technology
Corporation—Representatives
Tai-Ming Chang andHsuan-Bin Kuo
500,000 (shares) 100%
Minshi Computer Technology
(ShanghaI)
Co., Ltd.
Director: Welltend Technology
Corporation—Representative
Hsuan-Bin Kuo
- 100%
Celeraise Technology
Corporation
Director: Welltend Technology
Representatives: Kuei-Yu Chang,
Yun-Teng Chang, Hsuan-Bin Kuo
Supervisor: Welltend Technology
Representative:C.H.Chen
3,000,000 (shares) 100%
Leadpak Industrial Co., Ltd. Director: Welltend Technology
Representatives: Kuei-Yu Chang,
Yun-Teng Chang, Hsuan-Bin Kuo
Supervisor: Welltend Technology
Representative:C.H.Chen
2,981,000 (shares) 99.36%
JIUN TAI CORPORATION
LIMITED
Director: Welltend Technology Corporation
representatives: Kuei-Yu Chang,
Xiang-Yu Wang
59,920,000
(shares)

100%
Celeraise Investment Limited
(Hong Kong)
Director: Welltend Technology Corporation
representatives: Kuei-Yu Chang,
Xiang-YuWang
50,300,000
(shares)

99.99%
Yield Profit International
Enterprise Limited (Hong
Kong)
Director: Celeraise Investment Limited
representatives: Kuei-Yu Chang,
Xiang-Yu Wang
15,600,000
(shares)

100%
Jet Success Technology
Development Limited (Hong
Kong)
Director: Celeraise Investment Limited
representatives: Kuei-Yu Chang,
Xiang-Yu Wang
7,800,000 (shares) 100%
Shanghai Celeraise
Electronic Co., Ltd.
Director: Yun-Teng Chang
Legal representative: Yun-Teng Chang
Supervisor: Wen-Bin Chen
- 100%
Kunshan Celeraise Electronic
Co., Ltd.

Director: Yun-Teng Chang
Legal representative: Yun-Teng Chang
Supervisor: Wen-Bin Chen
- 100%
Shenzhen Celeraise
Electronic Co., Ltd.
Director: Xiang-Yu Wang
Legal representative: Xiang-Yu Wang
Supervisor: Wen-Bin Chen
- 100%
Zhan Mao (Huizhou)
Electronic Co., Ltd.
Director: Xiang-Yu Wang
Legal representative: Xiang-Yu Wang
Supervisor: Wen-Bin Chen
- 100%
Celeraise Electronic
Corporation (Philippines)
Directors: Yun-Teng Chang, Xiang-Yu Wang,
Kuei-Yu Chang, Hsuan-Bin Kuo
Joy Antonio Lo
399,995 (shares) 99.995%
Celeraise (Thailand) Co., Ltd. Directors: Yun-Teng Chang, Kuei-Yu Chang,
Xiang-Yu Wang
18,274,997 (shares) 99.9997%

291

(6) Overview of operations of each affiliated company:

Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands Unit: NT$/Foreigncurrency:thousands
Capital amount Total assets Total liabilities Net worth Operating
revenue
Operating profit
(loss)
Profits or losses
after tax for the
period

Earnings per
share (NT$)
(after tax)
A Team Tech Inc. NT 16,538
NT 974
RMB 221


NT 0
RMB 0


NT 974
RMB 221


NT 0
RMB 0


NT 0
RMB 0


NT 0
RMB 0


-
Minshi Computer Technology
(ShanghaI)Co., Ltd.
NT 15,355
US 500


NT 0
RMB 0


NT 0
RMB 0


NT 0
RMB 0


NT 0
RMB 0


NT 0
RMB 0


NT 0
RMB 0


-
JIUN TAI CORPORATION
LIMITED
NT 280,890
NT 261,548
RMB 59,335


NT 20
RMB 5


NT 261,528
RMB 59,330


NT 0
RMB 0


NT (66)
RMB (15)


NT (2,987)
RMB (676)


-
Shanghai Celeraise
Electronic Co.,Ltd.
NT46,364
US 1,675


NT 176,920
RMB 40,136


NT 53,353
RMB 12,104


NT 123,567
RMB 28,032


NT75,119
RMB 16,988


NT 6,755
RMB 1,527


NT 5,899
RMB 1,334


-
Celeraise Technology
Corporation
NT30,000
NT 159,812

NT 90,500

NT 69,312

NT 412,096

NT 55,653

NT 39,928

NT 13.31
Leadpak Industrial Co., Ltd. NT30,000
NT 17,944

NT 35

NT 17,908

NT 0

NT (216)

NT (300)

NT (0.1)
Celeraise Investment Limited
(HongKong)
NT 382,646
NT 1,332,632
HK 338,403


NT 265,194
HK 67,342


NT 1,067,438
HK 271,061


NT 991,647
HK 260,206


NT 12,035
HK 3,158


NT 56,930
HK 14,938


-
Shenzhen Celeraise
Electronic Co., Ltd.
NT 46,363
US 515、
RMB 6,930


NT 144,628
RMB 32,821


NT 111,693
RMB 25,347


NT 32,935
RMB 7,474


NT 0
RMB 0


NT (6,467)
RMB (1,463)


NT (8,831)
RMB (1,997)


-
Yield Profit International
Enterprise Limited (Hong
Kong)
NT 61,433
HK 15,600


NT 336,990
HK 85,574


NT 23,424
HK 5,948


NT 313,566
HK 79,626


NT 0
HK 0


NT 73
HK 19


NT 60,290
HK 15,820


-
Jet Success Technology
Development Limited (Hong
Kong)
NT 30,716
HK 7,800


NT 399,492
HK 101,445


NT 33,172
HK 8,423


NT 366,320
HK 93,022


NT 0
HK 0


NT 73
HK 19


NT 3,226
HK 846


-
Kunshan Celeraise Electronic
Co., Ltd.

NT 30,710
US 1,000


NT 516,910
RMB 117,303


NT 156,602
RMB 35,538


NT 360,308
RMB 81,765


NT 587,185
RMB 132,825


NT 34,880
RMB 7,890


NT 2,901
RMB 656


-
Zhan Mao (Huizhou)
Electronic Co., Ltd.
NT 51,593
US 1,680


NT 635,633
RMB 144,245


NT 298,762
RMB 67,798


NT 336,871
RMB 76,447


NT 716,874
RMB 162,161


NT 49,444
RMB 11,184


NT 60,741
RMB 13,736


-
CELERAISE ELECTRONIC
CORPORATION
NT 25,532
NT 568,543
PHP 1,045,116


NT 312,882
PHP 575,152


NT 255,661
PHP 469,964


NT 726,034
PHP 1,344,508


NT 69,813
PHP 129,284


NT 44,708
PHP 82,793


-
Celeraise (Thailand) Co., Ltd. NT 182,136
NT 372,511
THB 416,679


NT 208,089
THB 232,762


NT 164,422
THB 183,917


NT 330,083
THB 386,062


NT 7,562
THB 8,845


NT 18,640
THB 21,801


-

292

  • (II) Consolidated Financial Statements of Affiliated Enterprises: Please refer to Page 211 of this report.

  • (III) Affiliated company report: None.

II. Handling of privately placed securities in the most recent year and as of the date of publication of the annual report: None.

  • III. Status of holding or disposing of the Company’s stocks by subsidiaries in the most recent year and as of the date of publication of the annual report: None.

VI. Supplementary information: None.

Nine. The occurrence of the incidents as stated in subparagraph 2 of Paragraph 3 under Article 36 of this law that caused significant influence on shareholders equipment or stock price in the previous period to the date this report was . printed

None.

293

Welltend Technology Corporation

Chairperson: Yun-Teng Chang

294