Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

WELLTEND Annual Report 2023

Jun 17, 2024

52254_rns_2024-06-17_ba244676-2ef7-4503-b6f9-f64ecfe36e2a.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code: 3021

Welltend Technology Corporation

2023 Annual Report

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

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

Printed on May 20, 2024

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. Headquarters & Plant address and telephone: Headquarters address: 6F., No. 59, Dongxing Road, Xinyi Dist., Taipei City Telephone: (02) 8768-2688

  • Taishan Plant Address: No. 17, De an St., Taishan Dist., New Taipei City Telephone: (02) 2903-8282

  • III. Stock transfer agency name, address, website, and telephone: Name: Transfer Agency Department, CTBC Bank Co., Ltd.

  • Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.)

Website: https://www.ctbcbank.com Telephone: +886-2-6636-5566

  • 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: Yu-Ting Xin, 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 .......................................................................................................... 22
IV. Corporate governance status ...................................................................................... 28
V. Information on CPA professional fees........................................................................ 105
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 .......................... 106
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 ......................................................................... 107
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: ...... 108
IX. Information about the relationships among top ten shareholders, such as related parties,
spouses or relatives within the second degree of kinship .......................................... 110
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: .............................................. 111
Four. Status of Fundraising ................................................................................................ 112
I. Capital and Shares .................................................................................................... 112
II. Issuance of corporate bonds (including overseas corporate bonds) .......................... 120
III. Issuance of preferred shares ..................................................................................... 120
IV. Issuance of overseas depositary receipts: ................................................................. 120
V. Issuance of employee stock options .......................................................................... 120
VI. Handling of restricted employee shares ..................................................................... 120
VII. Handling of mergers and acquisitions or transfers of shares of other companies to issue
new shares ................................................................................................................ 120
VIII. Matters to be recorded in the implementation of fund utilization plans ....................... 120
Five. Overview of Operations ............................................................................................. 121
I. Business content ....................................................................................................... 121
II. Market, Production and Sale ..................................................................................... 128
III. Information of employees in the latest two years and as of the publication date of the
annual report ............................................................................................................. 135
IV. Environmental protection expenditure information: .................................................... 136
V. Labor-Management Relation ..................................................................................... 136
VI. Information Security Management ............................................................................. 139
VII. Important contracts .................................................................................................... 142
Six. Financial Overview ..................................................................................................... 143
I. Condensed balance sheets and comprehensive income statements for the last five
years, indicating the names review opinions of CPAs ................................................ 143
II. Financial analysis for the last five years ..................................................................... 147
III. The Audit Committee review report of the most recent financial report ...................... 151
IV. Parent company only financial statements for the most recent fiscal year audited by
CPAs ......................................................................................................................... 152
V. Consolidated financial statements for parent and subsidiary companies for the most
recent fiscal year audited by CPAs ............................................................................ 227
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. ................................................................. 293
Seven. Financial Status and Review and Analysis of Financial Performance ................... 294
I. Financial status ......................................................................................................... 294
II. Financial performance ............................................................................................... 295
III. Cash flows ................................................................................................................. 296
IV. Impact of major capital expenditures on financial business in recent years ............... 296
V. Reinvestment policy in the most recent year, main reasons for its profit or loss,
improvement plan and investment plan for the next year ........................................... 296
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): ................. 296
VII. Other important matters . ........................................................................................... 299
Eight. Special Disclosures ................................................................................................... 300
I. Related information of affiliated companies ............................................................... 300
II. Handling of privately placed securities in the most recent year and as of the date of
publication of the annual report.................................................................................. 304
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. ............................. 304
IV. Supplementary information ........................................................................................ 304
V. 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 ........................................... 304

ONE.

Letter to Shareholders

Esteemed Shareholders, Greetings:

In recent years, the global economy has been affected to factors such as the epidemic, violent exchange rate fluctuations, and uncertainty about the international war situation, the economic activities have been affected to a considerable extent, In addition, compounded by increasing raw materials costs, it is expected that the overall global economy will continue to fluctuate this year. In the prior period, 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 concepts of Sincerity and Diligence, customer satisfaction, friendly environment, and sustainable management 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 2023:

  • Consolidated operating revenue and gross profit margin: The Group’s consolidated operating revenue in 2023 was NT$2,996,638,000, an decrease of 23.32% compared to 2022’s consolidated operating revenue of NT$3,908,184,000. Net profit after tax in 2023 was NT$128,669,000, an decrease of NT$55,521,000 from the NT$184,190,000 in net profit after tax seen in 2022, and the 2023 earnings per share came to NT$1.34.

    • In respect to operating gross profit: the operating gross profit margin for 2022 and 2021 came to 19.04% and 20.23%, respectively.
  • 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 global economics, the Company is still actively investing in the development of new customers and new products so that 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.

  • 1 -

(I) Consolidated operating and financial revenues and expenditures:

Unit: NT$ thousand

==> picture [435 x 186] intentionally omitted <==

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

Item 2022 2023 Increase/(decrease) Growth rate %
Operating
3,908,184 2,996,638 (911,546) -23.32
revenue
Operating costs 3,185,291 2,426,021 (759,270) -23.84
Operating
429,011 388,472 (40,539) -9.45
expenses
Operating profit 293,882 182,145 (111,737) -38.02
Non-operating
income and 17,971 5,208 (12,763) -71.02
expenses
Net profit for the
184,190 128,669 (55,521) -30.14
period
----- End of picture text -----

  • (II) Budget implementation status: The Company’s financial forecast for 2023 has not been disclosed to the public, and this is therefore not applicable.

(III) Consolidated profitability analysis:

==> picture [414 x 171] intentionally omitted <==

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

Item 2022 2023
Debt to asset ratio (%) 52 48
Ratio of long-term funds to property, plant,
370 381
and equipment (%)
Current ratio (%) 165 178
Quick ratio (%) 112 132
Return on assets (%) 6.58 4.63
Return on equity (%) 13.37 8.52
Net profit before tax to paid-in capital ratio (%) 32.52 19.54
Net profit rate (%) 5.00 4.00
Earnings per share (NT$) 1.92 1.34
----- End of picture text -----

  • II. Business plan summary for 2024

  • (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

  • 2 -

to preserve growth momentum, and cultivate talent needed for sustainable operations; 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

  • 3 -

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 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 trends, expand new application areas, 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 integrates ESG concepts into corporate operations, upholds professional knowledge, teamwork, adheres to integrity, provides good services and technology, attaches great importance to the protection of customers, society, the environment and employees, pursues performance while implementing sustainable development. 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: Jia-Xiang Lin

Accounting Supervisor: Wen-Pin Chen

  • 4 -

Two.

Company Profile

I. Date of establishment : May 25, 1993

II. Company history

  • 1993 • The CradleTechnology 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 factorythrough 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 Commissionon 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.

  • 2023 •The Company obtained the ISO14001 Environmental Management System certificate verified by URS.

  • The Company obtained the ISO9001 Quality Management System certificate verified by URS.

  • 7 -

Three.

Corporate Governance Report

I. Organization system:

(I)Organizational structure

==> picture [462 x 577] intentionally omitted <==

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

Shareholder’s
meetings
Audit Committee
Board of Directors
Audit Office
Remuneration
Committee
Chairperson room
Chairperson
President room
President
Wire and Connector System Integration Group functional units
Business Group Business Group
Operating cost center
East China Northern Region
Operations Office Operations Office
Finance and Accounting
South China South-Central Region Office
Operations Office Operations Office
Legal Affairs
Department
Thailand Operations
Office
Information
Department
Philippines
Operations Office Investment Management
Department
Taiwan Operations
Management
Office
Department
New Market Product
General Affairs
Development Department
Department
Planning Department
----- End of picture text -----

  • 8 -

(ll) Business operations of major departments

l)Business operations of majo r departments
Segment Work functions
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
- East China Operations Office
- South China Operations Office
- Thailand Operations Office
- Philippines Operations Office
- Taiwan Operations Office
- New Market Product Development
Department

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 Group
-Northern Region Operations Office
- South-Central Region Operations
Office

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.
Group functional units
Finance and Accounting DepartmentResponsible 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.

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.

Operating cost centerOverall business operation planning, business analysis and process planning.

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.

PlanningDepartmentProjectplanning,design and execution.
  • 9 -

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

Director information (I):

==> picture [748 x 383] intentionally omitted <==

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

April 15, 2024
Spouse or relatives within the
Shares held at the time of Number of shares Number of shares Shares held in the Positions second degree of kinship or
Job Title Nationality or Place of Name Gender Election Date of Term of Date first appointment currently held currently held by spouse and minor children name of others Main Educational and Professional concurrently held in the supervisors, directors, or closer serving as other Notes
(Age) office appointed Company supervisors
Registration (Appointment) Number Background and in other
Number of shares Shareholding ratio Number of shares Shareholding ratio Number of shares Shareholding ratio of Shareholding ratio companies Job Title Name Relationship
shares
University of Florida
Kunshan Celeraise
Male Electronic
Chairman Republic of China Yun-Teng Chang (41-50 years 2022/06/14 3 years 2016/06/17 3.136,400 3.37% 3,230,492 3.37% 27,810 0.03% 0 0% Shanghai Celeraise Electron Note 1 Director Kuei-Yu Chang Sibling None
old) Year Jan Industrial
Co., Ltd.
Graduated from the
Department of
Electrical Engineering,
National Chiao Tung
University
Senior Technician,
International
Male Telecommunications
Director Republic of China Hsuan-Bin Kuo (71-80 years 2022/06/14 3 years 2005/12/19 1,000,000 1.08% 530,000 0.55% 0 0.00% 0 0.00% Bureau, Ministry of Transportation and Note 2 None None None None
old) Communications
Senior Sales
Engineer, Taiwan
Philips
Sales Manager,
STMicroelectronics
Founder, Supreme
Electronics
Male Graduated from
Director Republic of China Hung-Liang Hsieh (71-80 years 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% Tsinghua University Chairperson of Note 3 None None None None
old) Scientech Corporation
Graduated from
U niversity of
Female Northumbria
Director Republic of China Kuei-Yu Chang (51-60 years 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% Note 4 Director [Yun-Teng ] Chang Sibling None
old)
Year Jan
Director Republic of China Industrial Co., - 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
Ltd.
----- End of picture text -----

  • 10 -

==> picture [747 x 377] intentionally omitted <==

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

Spouse or relatives within the
Shares held at the time of Number of shares Number of shares Shares held in the Positions second degree of kinship or
Job Title Nationality or Place of Name Gender Election Date of Term of Date first appointment currently held currently held by spouse and minor children name of others Main Educational and Professional concurrently held in the supervisors, directors, or closer serving as other Notes
(Age) office appointed Company supervisors
Registration (Appointment) Number Background and in other
Number of shares Shareholding ratio Number of shares Shareholding ratio Number of shares Shareholding ratio of Shareholding ratio companies Job Title Name Relationship
shares
Master of Electrical
Engineering, National
Cheng Kung
University
Doctoral degree in
Male Electrical Engineering
Republic of China Ming-Jie ChengRepresentative (61-70 years 2022/06/14 3 years 2019/06/14 0 0.00% 0 0.00% 126,728 0.13% 0 0% from the University of Florida USA None None None None None
old) Associate Professor,
Department of
Information
Engineering, Chung
Yuan Christian
University
Department of
Accounting and
Female Statistics, Chihlee
Director Republic of China Hsiu-Li Chen (61-70 years 2022/06/14 3 years 2022/06/14 740,500 0.80% 762,715 0.80% 0 0% 0 0% University of Technology None None None None None
old) Marine Division, Fuji
Industries Co.,
(Taiwan) Ltd.
National Nantou Responsible
Commercial High person, Qian
School Yao
Male
Finance Division, Enterprise
Independent Director Republic of China Meng-Chung Wu (71-80 years 2022/06/14 3 years 2016/06/17 60,000 0.06% 70,000 0.07% 0 0.00% 0 0.00% Panasonic Taiwan Co., Ltd. Co., Ltd. None None None None
old)
Sales Office Director,
Kuotu Motor
Company, Ltd.
Department of
Accounting, Tunghai
Female University
Independent Director Republic of China Ching-Ju Wu (50-60 years 2022/06/14 3 years 2022/06/14 0 0.00% 0 0.00% 0 0.00% 0 0.00% CPA partner, Yujin United Accounting Note 5 None None None None
old) Firm
CPA partner, CKH & W
CPA Office
LL.M, National Taiwan
Male University
Independent Director Republic of China Chang-Kuo Feng (40-50 years 2022/06/14 3 years 2022/06/14 0 0.00% 0 0.00% 0 0.00% 0 0.00% LL.M, Northwestern University, USA Note 6 None None None None
old) Partner, Zhong Yin
Law Firm
----- End of picture text -----

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.

  • 11 -

  • 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.

  • 12 -

Table 1: Major Shareholders of Institutional Shareholders

April 15, 2024

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, 2024 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. Note2: 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.

  • 13 -

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

==> picture [504 x 682] intentionally omitted <==

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

Terms Number of
other public
companies
Name where the
Professional qualifications and Status of
director
experience independence
concurrently
serves as
independent
director
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.
Director Education and experience:
Graduated from the University of Florida 0
Yun-Teng Chang 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. During the tenure of
5. Director, Celeraise (Thailand) Co., Ltd. directors, none of the
6. Director, Celeraise Electronic Corporation following events occurred:
Qualifications: Has more than 18 years of 1. As stipulated in
work experience in legal affairs, finance, Paragraph 3 of Article
accounting and corporate business; is 26-3 of the Securities
committed to business operation and Exchange Act, not
Director management, corporate finance, and more than half of the
accounting affairs; and has abundant industry seats among the 0
Kuei-Yu Chang experience. directors are spouses or
Experience: relatives within the
1. Audit Personnel, CKH & W CPA Office second degree of
2. Finance Manager, Year Jan Industrial Co., kinship.
Ltd. 2. No circumstances
Qualifications: Has more than 20 years of specified under Article
work experience in business, finance, and 30 of the Company Act.
corporate business; is specialized in
business promotion and marketing strategy
capabilities.
Director Education and experience:
Graduated from the Department of Electrical 0
Hsuan-Bin Kuo Engineering, National Chiao Tung University
1. Senior Technician, International
Telecommunications Bureau, Ministry of
Transportation and Communications
2. Senior Sales Engineer, Taiwan Philips
3. Founder, Supreme Electronics
Qualifications: Has more than 20 years of
work experience in business, legal affairs,
Director finance and corporate business; possesses
abundant experience in operations 0
Hung-LiangHsieh management, risk management, and industry
planning.
Education and experience:
----- End of picture text -----

  • 14 -

==> picture [504 x 718] intentionally omitted <==

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

Terms Number of
other public
companies
Name where the
Professional qualifications and Status of
director
experience independence
concurrently
serves as
independent
director
Graduated from Tsinghua University
1. Chairperson, Scientech Corporation
2. Chairperson, Acromass Technologies Inc.
Qualifications: Has more than 10 years of
work experience in business, finance,
accounting, and corporate business; is
specialized in business operations, financial
Director
planning, and accounting affairs; and has
0
abundant experience in industrial planning.
Hsiu-Li Chen
Experience: General Administration Center,
You Ting Enterprise Co., Ltd. / Shipping
Department, Fuji Industries Co., (Taiwan)
Ltd.
Qualifications: Has more than 8 years of work
Year Jan
experience in business, legal affairs, finance,
Industrial Co., accounting, or corporate business; graduated
Ltd. from the University of Florida with a Ph.D. in
0
electrical engineering; previously Associate
Representative: Professor, Department of Information
Ming-Jie Cheng Engineering, Chung Yuan Christian
University.
Qualifications: Has more than 20 years of All meet the following
work experience in business, finance and independent evaluation
corporate business; served as convener of criteria during the two
the Company’s Remuneration Committee; years before election and
Independent
has work experience in business and crisis during terms of office.
Director
management. 1. No circumstances 0
Experience: specified under Article
Meng-Chung Wu
1. Chairperson, Qian Yiao Enterprise Co., 30 of the Company Act.
Ltd. 2. The director, spouse,
2. Finance Division, Panasonic Taiwan and relatives within the
3. Director, Kuotu Motor Co., Ltd. second degree of
Qualifications: Has more than 10 years of kinship do not serve as
work experience in business, finance, directors or employees
accounting, and corporate business; is of the Company or its
specialized in financial accounting related affiliated companies.
matters; has experience leading corporate 3. The director, spouse, or
Independent finance functions; and has provided relatives within the
Director corporate professional advice. second degree of
2
Education and experience: kinship (or acting in the
Ching-Ju Wu Graduated from the Department of name of others) hold no
Accounting, Tunghai University shares of the
1. CPA Partner, Yujin United Accounting Company.
Firm 4. Not serving in the
2. Audit Assistant Manager, Ernst & Young position of director or
3. CPA Partner, CKH & W CPA Office employee of a
Qualifications: Has more than 10 years of company that has a
Independent work experience in business, legal affairs and specific relationship
Director corporate business; is specialized in legal with the Company
1
and business-related matters to assist the (Article 3, Paragraph 1,
Chang-Kuo Feng Company’s business legal professional Subparagraphs 5-8 of
consulting. the Regulations
----- End of picture text -----

  • 15 -
Terms
Name
Professional qualifications and
experience
Status of
independence
Number of
other public
companies
where the
director
concurrently
serves as
independent
director
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.,
Ltd.
4. Chairperson, Haohao Jiao Co., Ltd.
5. Director, Rextek Integration Inc.
6. Corporate Director Representative, Miho
International Cosmetic Co., Ltd.
Governing Appointment
of Independent
Directors and
Compliance Matters for
Public Companies).
No provision of business,
legal, financial,
accounting, and other
services to the Company
or its affiliates in the last
two years.
  • 16 -

  • 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.

    1. 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: 1. The Company’s Board of Directors also pays attention to gender equality among members, and Board membership includes three different gender 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 different gender directors in place to achieve the goal of gender equality. Among the members of the

  • 17 -

Board of 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

==> picture [473 x 530] intentionally omitted <==

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

Diversity core
Industry
Basic composition Professional ability
experience
Tenure of
Age independent
directors
Director name
Yun-Teng Republic
Male v v v v v v v
Chang of China
Hsuan-Bin Republic
Male v v v v v
Kuo of China
Hung-Liang Republic
Male v v v v v v v
Hsieh of China
Kuei-Yu Republic
v v v v v v v v
Chang of China [Female]
Republic
Hsiu-Li Chen of China [Female] v v v v
Year Jan
Industrial Co.,
Ltd. Republic
Male v v v v v
representative: of China
Ming-Jie
Cheng
Independent
Republic
Director of China [Female] v v v v v V v
Ching-Ju Wu
Independent
Director Republic
Male v v v v v v v
Meng-Chung of China
Wu
Independent
Director Republic
Male v v v v v v v
Chang-Kuo of China
Feng
Law
Gender
Nationality
6-9 years
Risk management
Holding employee status 40-50 years old 51-60 years old 61-70 years old 71-80 years old Under 3 years Electronic components Metals and machinery Finance and accounting Business management
Information and technology
80 years old and over
----- End of picture text -----

  • 18 -

  • (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
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
  • (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.

  • 19 -

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

==> picture [797 x 235] intentionally omitted <==

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

April 15, 2024
Shares held Spouse or relatives within the second
Number of shares held [[Number of shares held by ]] in the name of degree of kinship or closer serving as
spouse and minor children others Positions managerial officers
Election
Job Title Nationality Name Gender (Appointment)Date Date Number of Number of Number of Main Educational and Professional Background Background Concurrently Held in Other in Other Notes
shares shares shares Companies Job Title Name Relationship
Hsiang- College of Design, Shih Chien University
President Republic of Yu Male 2017/08/21 210,000 0.22% 1,974,973 2.06% 0 0.00% Manager, Year Jan Industrial Co., Ltd. Note 1 None None None No such
China Wang situation
(Note 3)
Department of Civil Engineering, Feng
Jia-Xian Chia University
President Republic of China China g Lin Male 2016/01/26 71,800 0.07% 0 0.00% 0 0.00% Institute of Civil Engineering, New Jersey Institute of Technology, USA Institute of Technology, USA None None None None situationNo such
(Note 4)
Vice President, HP
President, Imation Taiwan
Electronic Engineering Department,
Senior Vice PresidentPresident Republic of China China Yu-Da Xin Xin Male 2013/01/01 66,209 0.07% 0 0.00% 0 0.00% United Technical College Associate, Zixian Technology Associate, Zixian Technology None None None None situationNo such
Electronics and Computer Department, Senior Vice
Vice Republic of Zhi-Xian Male 2013/01/01 70,120 0.07% 0 0.00% 0 0.00% Chin-Yi University of Technology President, Celeraise Celeraise None None None No such
President China Zhu situation
Technology
Corporation
ng ratio Shareholdi ng ratio Shareholdi ng ratio Shareholdi
----- End of picture text -----

==> picture [797 x 428] intentionally omitted <==

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

Shares held Spouse or relatives within the second
Number of shares held [[Number of shares held by ]] in the name of degree of kinship or closer serving as
spouse and minor children others Positions managerial officers
Election
Job Title Nationality Name Gender (Appointment)Date Date Number of Number of Number of Main Educational and Professional Background Background Concurrently Held in Other in Other Notes
shares shares shares Companies Job Title Name Relationship
Hsiang- College of Design, Shih Chien University
President Republic of Yu Male 2017/08/21 210,000 0.22% 1,974,973 2.06% 0 0.00% Manager, Year Jan Industrial Co., Ltd. Note 1 None None None No such
China Wang situation
(Note 3)
Department of Civil Engineering, Feng
Jia-Xian Chia University
No such
President Republic of China China g Lin Male 2016/01/26 71,800 0.07% 0 0.00% 0 0.00% Institute of Civil Engineering, New Jersey Institute of Technology, USA Institute of Technology, USA None None None None situationNo such
(Note 4)
Vice President, HP
President, Imation Taiwan
Electronic Engineering Department,
No such
Senior Vice PresidentPresident Republic of China China Yu-Da Xin Xin Male 2013/01/01 66,209 0.07% 0 0.00% 0 0.00% United Technical College Associate, Zixian Technology Associate, Zixian Technology None None None None situationNo such
Electronics and Computer Department, Senior Vice
Vice Republic of Zhi-Xian Male 2013/01/01 70,120 0.07% 0 0.00% 0 0.00% Chin-Yi University of Technology President, Celeraise Celeraise None None None No such
President China Zhu situation
Technology
Corporation
Department of Business Administration,
PresidentVice Republic of China ao-Ruei,Chen,B Male 2024/02/01 20,000 0.02% 0 0.00% 0 0.00% Yuanzhi University MBA from Pace University,USA None None None None situationNo such
(Note 5) Ningbo Meiketai Lock Industry
Andong trading co., ltd.
Department of Accounting, Chinese
Financial Republic of Wen-Pin Male 2011/11/01 30,750 0.03% 0 0.00% 0 0.00% Culture University Note 2 None None None No such
Supervisor China Chen Auditor, Ernst & Young situation
Manager, CKH & W CPA Office
CHINA UNIVERSITY OF SCIENCE AND
TECHNOLOGY
Associate Manager Republic of China Jheng-Rong Male 2022/03/22 67,150 0.07% 0 0.00% 0 0.00% Manager,MEC IMEX INC. Director. CHYAO SHIUNN ELECTRONIC None None None None situationNo such
Jhang INDUSTRIAL LTD.
CEO Liang Rom Industrial Co.,Ltd.
Taipei City University of Science &
Associate Manager Republic of China Wun-YiJheng Male 2024/02/01 5,598 0.01% 0 0.00% 0 0.00% Technology,TPCU Senior Manager, Welltend Technology None None None None situationNo such
(Note 6)
Department of Accounting, Chung Yuan
Governance Corporate Republic of Yi-Lun Female 2022/05/10 1,000 0.00% 0 0.00% 0 0.00% Christian University Department Manager, Investment None None None None No such
Officer China Pan Management Department/Finance situation
Department, Welltend Technology
ng ratio Shareholdi ng ratio Shareholdi ng ratio Shareholdi
----- End of picture text -----

    • 20 - -
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Number of shares heldNumber of shares held by
spouse and minor children
Shares held
in the name of
others
Piti Spouse or relatives within the second
degree of kinship or closer serving as
managerial officers
Spouse or relatives within the second
degree of kinship or closer serving as
managerial officers
Spouse or relatives within the second
degree of kinship or closer serving as
managerial officers
Job Title Nationality Name Gender Election
(Appointment)
Date
Main Educational and Professional
Background
Number of
shares
Shareholdi
ng ratio
Number of
shares
Shareholdi
ng ratio
Number of
shares
Shareholdi
ng ratio
osons
Concurrently Held
in Other
Companies
Job Title Name Relationship Notes
Associate
Manager
Republic of
China
Chang,
Cheng-
Yu
(Note 7)
Male 2024/03/01 0 0.00% 0 0.00% 0 0.00% Shih Chien College of Home Economics
American Standard Co.China (Deputy
Manager of Finance)
Grace T.H.W. Group(Director of the
President's Office / Director of the MIS/
Director of Internal Control Center)
Vivalid Construction Supervisor of the
Financial and MIS
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: Dismissed on August 8, 2023.

Note 4: Took office on August 8, 2023. Note 5: Took office on February2, 2024. Note 6: Took office on February2, 2024. Note 7: Took office on March1, 2024.

    • 21 - -

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

==> picture [741 x 425] intentionally omitted <==

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

December 31, 2023/Unit: NT$ thousand
Remuneration for Directors Remuneration from concurrently serving as employee
Sum of A, B, C, D, E,
Sum of A, B, C, and
F, and G as
D as percentage of Salaries, bonuses,
Remuneration Retirement Compensation for Business execution net income after tax special Retirement pension Compensation for employees percentage of net income after tax Renumeration
(A) pension (B) directors (C) expenses (D) expenditures, etc. (F) (G) received from
(E) investee
All companies companies
Title Name The included in the outside of
All Company financial All subsidiaries,
companies statements companies or from the
included in The included in parent
the Company the company
financial financial
statements statements
Chairman Yun-Teng Chang
Director Kuei-Yu Chang
Director Hsuan-Bin Kuo
Director Hung-Liang Hsieh
0 0 0 0 3,315 3,315 140 140 2.69% 2.69% 2,780 9,176 66 66 0 0 0 0 4.90% 9.87% 0
Director Hsiu-Li Chen
Year Jan Industrial
Co., Ltd.
Director
representative:
Ming-Jie Cheng
Independent
Ching-Ju Wu
Director
Independent
Meng-Chung Wu 720 720 0 0 85 85 75 75 0.68% 0.68% 0 0 0 0 0 0 0 0 0.68% 0.68% 0
Director
Independent
Chang-Kuo Feng
Director
1. 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.
2. 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.
The Company included in the All companies The Company included in the All companies The Company included in the All companies The Company included in the All companies The Company included in the All companies The Company included in the All companies The Company cash cash
financial statements financial statements financial statements financial statements financial statements financial statements Amount in shares Amount in Amount in shares Amount in
----- End of picture text -----

  • 22 -

Remuneration Scale

==> picture [549 x 386] intentionally omitted <==

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

Name of Director
Sum total of the above 4 items Sum total of the above 7 items
Payment to individual Directors (A+B+C+D) (A+B+C+D+E+F+G)
along the payment scale All companies
All companies
included in the
The Company The Company included in the
financial
financial statements
statements
7 7 7 6
Hsuan-Bin Kuo,Hung-Liang Hsuan-Bin Kuo,Hung-Liang Hsuan-Bin Kuo,Hung-Liang Hung-Liang Hsieh, Hsiu-Li
Hsieh, Hsiu-Li Chen,, Hsieh, Hsiu-Li Chen, Hsieh, Hsiu-Li Chen, Chen, Meng-Chung Wu,
Less than NT$1,000,000 Meng-Chung Wu, Ching-Ju Meng-Chung Wu, Ching-Ju Meng-Chung Wu, Ching-Ju Ching-Ju Wu, Chang-Kuo
Wu, Chang-Kuo Feng, Wu, Chang-Kuo Feng, Wu, Chang-Kuo Feng, Feng,
Year Jan Industrial Co., Ltd. Year Jan Industrial Co., Ltd. Year Jan Industrial Co., Ltd. Year Jan Industrial Co., Ltd.
representative: representative: representative: representative:
Ming-Jie Cheng Ming-Jie Cheng Ming-Jie Cheng Ming-Jie Cheng
NT$1,000,000 2 2 1
(inclusive)~NT$2,000,000 (exclusive) Yun-Teng Chang Kuei-Yu Chang KueiYun-Teng Chang -Yu Chang Hsuan-Bin Kuo
NT$2,000,000 2
Yun-Teng Chang
(inclusive)~NT$3,500,000 (exclusive) Kuei-Yu Chang
NT$3,500,000 1
(inclusive)~NT$5,000,000 (exclusive) Kuei-Yu Chang
NT$5,000,000 1
(inclusive)~NT$10,000,000 (exclusive) Yun-Teng 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 9 9 9 9
----- End of picture text -----

  • 23 -

(II) Remuneration Paid to the President and Vice Presidents

==> picture [684 x 256] intentionally omitted <==

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

December 31, 2023/Unit: NT$ thousand
Sum of A, B, C, and D as Renumeratio
Bonuses, special
Salary (A) Retirement pension (B) Employee compensation amount (D) percentage of net n received
expenditures, etc. (C)
income after tax (%) from
All All All companies investee
Job Title Name companies All companies companies The Company financial statementsincluded in the companies All companies outside of
The The included in The included in The
included in included in subsidiaries,
Company the financial Company the Company the Amount Amount Amount in Amount in Company the financial or from the
financial financial
statements in cash in shares cash shares statements parent
statements statements
company
Hsiang-Yu
President Wang
(Note 2)
Jia-Xiang
President Lin
(Note 3)
Senior Vice President Yu-Da Xin 5,306 8,422 263 362 2,050 3,339 340 0 340 0 6.19% 9.69% None
(Note 1) (Note 1)
Zhi-Xian
Vice President
Zhu
Chen,Bao-
Vice President Ruei
(Note 4)
----- End of picture text -----

Note 1: Classified under appropriation of retirement pensions in 2023. Note 2: Dismissed on August 8, 2023.

Note 3: Took office on August 8, 2023. Note 4: Took office on February 1, 2024.

  • 24 -

Remuneration Scale

==> picture [524 x 246] intentionally omitted <==

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

Names of President and Vice Presidents
Remuneration to individual President and
Vice Presidents along the payment scale All companies included in the
The Company
financial statements
1
Less than NT$1,000,000 0
Zhi-Xian Zhu
1
NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) 0
Hsiang-Yu Wang
1 3
NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive)
Yu-Da Xin Hsiang-Yu Wang, Yu-Da Xin, Zhi-Xian Zhu
1 1
NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) Jia-Xiang Lin Jia-Xiang Lin
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 4 4
----- End of picture text -----

  • (Ill) Individual disclosure of top five executives with the highest remuneration: Not applicable.

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

==> picture [490 x 301] intentionally omitted <==

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

December 31, 2023/Unit: NT$ thousand
As
Amount in Amount in
percentage of
Title Name (Note 1) shares cash Total
net income
(Note 1) (Note 1)
after tax (%)
Hsiang-Yu Wang
President
(Note 2)
Jia-Xiang Lin
President
(Note 3)
Senior Vice
Yu-Da Xin
President
Vice President Zhi-Xian Zhu
Chen,Bao-Ruei
Vice President
(Note 4) 0 203 203 0.16%
Senior Associate Lin-Cing Hu
Manager (Note 5)
Financial
Wen-Pin Chen
Supervisor
Associate Manager Jheng-Rong Jhang
Associate Manager Chang,Cheng-Yu
Corporate
Yi-Lun Pan
Governance Officer
Managers
----- End of picture text -----

Note 1: Employee compensation for 2023is estimated based on the proportion of employee compensation paid in 2022.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: Dismissed on August 8, 2023.

Note 3: Took office on August 8, 2023.

Note 4: Took office on February 1, 2024. Note 5: Resigned on April 30, 2023.

Note 6: Took office on March 1, 2024.

  • 25 -

  • (V) 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

==> picture [441 x 155] intentionally omitted <==

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

Total remuneration in proportion to net income (%)
2023 2022
Item
All companies All companies
The Company included in the The ompany included in the
financial statements financial statements
Directors(including
Independent 5.58 10.55 5.06 8.95
Directors)
President and Vice
6.19 9.69 4.96 7.63
Presidents
----- End of picture text -----

  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“Board of Directors Performance Evaluation Policy” and the relevant results of director performance evaluations.After evaluation and discussion by the remuneration committee, it is submitted to the board of directors for approval.

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

  5. (1) Procedures for determining remuneration: Performance indicators shall first be set for the current year and re-implementing annual performance appraisals

  6. 26 -

(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.

  • (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.

  • (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.

  • (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.

  • 27 -

IV. Corporate governance status:

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

The Board of Directors met a total of 5 times in 2023 (A) and director attendance was as follows:

==> picture [498 x 414] intentionally omitted <==

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

Number of
Actual
actual
Frequency attendance (in
attendances
Title Name of non-voting Notes
(in
attendance capacity) rate
non-voting
(%) (B/A)
capacity) (B)
Yun-Teng Continuing term
Chairman 5 0 【 5/5 】 100%
Chang 2022/6/14
Continuing term
Director Kuei-Yu Chang 5 0 【 5/5 】 100%
2022/6/14
Continuing term
Director Hsuan-Bin Kuo 5 0 【 5/5 】 100%
2022/6/14
Hung-Liang Continuing term
Director 4 0 【 4/5 】 80%
Hsieh 2022/6/14
Year Jan
Industrial Co.,
New term
Director Ltd. 5 0 【 5/5 】 100% 2022/6/14
Representative:
-
Ming Jie Cheng
New term
Director Hsiu-Li Chen 5 0 【 5/5 】 100%
2022/6/14
Independent Meng-Chung Continuing term
5 0 【 5/5 】 100%
Director Wu 2022/6/14
Independent New term
Ching-Ju Wu 5 0 【 5/5 】 100%
Director 2022/6/14
Independent Chang-Kuo New term
5 0 【 5/5 】 100%
Director Feng 2022/6/14
----- End of picture text -----

  • 28 -

==> picture [498 x 748] intentionally omitted <==

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

Other matters to be recorded:
I. If any of the following occurs in the operation of the Board, specify the date, session,
content of the motion, opinions of the independent directors, and the Company’s
handling of the opinions of the independent directors:
(I) Matters listed in Article 14-3 of the Securities and Exchange Act:
The Company’s
Opinions of
handling of the
all
Date Period Motion content opinions of the
independent
independent
directors
directors
1. Approved the 2023 Annual audit fee and
the appointment of the CPA.
2..Approved the 2022 director and manager
2023
2023.01.10 bonus distribution No opinion Not applicable
1st Meeting
3.Approved the review of salary for
managerschanges by the Remuneration
Committee of the Company
1. Approved the Company’s 2022 business
report and financial statements
2. Approved the application for a working
capital loan from CTBC Bank and the
2023 provision of joint and several guarantees
2023.03.23 No opinion Not applicable
2nd Meeting for affiliated companies
3. Approved the 2022 Internal Control
System Statement
4. Approved the changement of CPA of the
Company
1.Approved the financial statements audited
by CPAs for the first quarter of 2023
2. Approved the application for a working
2023
2023.05.10 capital loan from the Shipai Branch of No opinion Not applicable
3rd Meeting
First Commercial Bank and the provision
of joint and several guarantees for
affiliated companies
1. Approved the financial statements
audited by CPAs for the second quarter
of 2023
2. Approved the investment plan in India of
the Company
3. Approved the review of employee
2023.08.08 2023 remuneration distribution for managers No opinion Not applicable
4th Meeting in 2022 by the Remuneration Committee
of the Company
4. Approved the review of salary for
managerschanges by the
Remuneration Committee of the
Company
5. Approved the change of president of the
company
2023 1. Approved financial statements audited
2023.11.09 No opinion Not applicable
5th Meeting by CPAs for the third quarter of 2023.
----- End of picture text -----

  • 29 -

==> picture [498 x 752] intentionally omitted <==

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

2. Approved the 2024 Annual audit fee and
the appointment of the CPA.
(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: None.
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 Evaluation Evaluation Evaluation
Evaluation content
cycle period scope method
1. Degree of participation
in the Company’s
operation
2. Improvement in the
quality of board
Board of Directors
Board of decisions
internal
Directors self-assessment 3. Board composition and
structure
4. Selection and
continuous education of
directors
5. Internal control
January 1, 2023
1. Mastery of the
to December
Company’s goals and
31, 2023
Implemented tasks
2. Awareness of directors’
once per
year responsibilities
3. Degree of participation
Individual Board of Directors in the Company’s
director Member operation
members self-assessment 4. Internal relationship
management and
communication
5. Directors’ professional
and continuous
education
6. Internal control
Remuneration 1. Degree ofparticipation in
January 1,2023
Committee
to December the Company’s
Functional internal
31, 2023 Committees self-assessment operation
Audit Committee 2. Recognition of
January 1, 2023
internal
----- End of picture text -----

  • 30 -
to December
31, 2023
self-assessment functional committee
responsibilities
3. Quality of decisions
made by the functional
committee
4. Functional committee
composition and
member selection
5. Internal control

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 2023 self-evaluations of the performance of the Board of Directors, individual directors, and functional committees were reported to the Board of Directors on February 1, 2024, 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 the current and immediately preceding fiscal years (e.g.setting up an Audit Committee, enhancing information transparency, etc.), and assessment of the implementation:

  • 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.

  • 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.

  • 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.

  • 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.

  • 31 -

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

  • 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.

  • 32 -

(II) Operation of the Audit Committee:

The Company's Audit Committee comprises 3 members.

The term of office of the current members is from June 14, 2022 to June 13, 2025.

A total of 5 meetings of the Audit Committee were held in 2023 (A). The attendance of independent directors was as follows:

independent directors was as follows: independent directors was as follows:
Job title
Name
Actual
number of
attendances
(B)
Frequency of
attendance
Actual
attendance rate
(%)
(B/A)(Note 1,
Note 2)
Notes
Independent
Director
Ching-Ju
Wu
5
0
100% Convener
New term
Independent
Director
Meng-Ch
ung Wu
5
0
100% Continuing
term
Independent
Director
Chang-K
uo Feng
5
0
100% New term
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
2023.01.10
3st meeting of
the 1st term
1. Reviewed the2023 Annual audit fee
and the appointment of the CPA.

Approved
by all
members
present
Approved by
all directors
present
2023.03.23
4nd meeting of
the 1st term
1. Reviewed theCompany’s 2022
business report and financial
statements.
2. Reviewed the2022 Internal Control
System Statement.
3. Reviewed thechangement of CPA of
the Company.
Approved
by all
members
present
Approved by
all directors
present
1. Reviewed the Company’s
consolidated financial statements
2023.05.10
5st meeting of
the 1st term
for the first quarter of 2023.
2. Reviewed theapplication for a
working capital loan from the Shipai
Branch of First Commercial Bank and
Approved
by all
members
present
Approved by
all directors
present
the provision of joint and several
guarantees for affiliated companies
  • 33 -
2023.08.08
6st meeting of
the 1st term
1. Reviewed
the
Company’s
consolidated financial statements
for the second quarter of 2023.


Approved
by all
members
present
Approved by
all directors
present
2023.11.09
7st meeting of
the 1st term
1. Reviewed the Company’s
consolidated financial statements
for the third quarter of 2023.
2. Reviewed the submission of the
Company’s 2024 annual audit plan.
3.Reviewed the2024 Annual audit fee
and the appointment of the CPA.
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. Implementation status of independent directors’ recusals due to conflicts of interest, 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
2023.03.23
Symposium
1. Report on the implementation of internal audit
mattersfor the second quarter of 2022.
2. 2022“Internal Control System Statement”
No
objections
2023.05.10
Symposium
Report on the implementation of internal audit
matters for the first quarter of 2023.
No
objections
2023.08.08
Symposium
Report on the implementation of internal audit
matters for the second quarter of 2023.
No
objections
2023.11.09
Symposium
1. Report on the implementation of internal audit
matters for the third quarter of 2023.
2. 2024Audit Plan
No
objections
  • 34 -

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

==> picture [433 x 32] intentionally omitted <==

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

Communic
Date Communication focus
ation result
----- End of picture text -----

2022.11.08
Communica
tion meeting
1. Independence
2. Audit scope and audit findings
3. Annual audit plan
(1)Scope of audit
(2)Key audit matters
4. Important accounting standards or explanation
letters, securities management laws, and
updates to tax laws and regulations
5. Reminders and suggestions
No
objections
  • 35 -

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

Evaluation item
Yes
Evaluation item
Yes
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Summary description
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Summary description
No
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
  • 36 -

==> picture [781 x 487] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
the major shareholders?
(III) Has the Company V (III) The Company and affiliated companies operate independently and in
established and accordance with the Company’s internal control and provisions of the
implemented risk “Measures for Management of Financial Business Operations among
management, control and Associated Enterprises”. Furthermore, they implement the same auditing
prevention mechanisms for system and methods as the Company and keep abreast of the latest laws
affiliated companies? and regulations and Group control systems.
(IV) Has the Company V (IV) The Company’s employees, managers and directors, etc. comply with the
established internal provisions of the Securities Exchange Act. In addition, the Company has also
regulations that prohibit formulated “Management Procedures for the Prevention of Insider Trading”,
insiders from using “Material Information Handling Procedures”, “Code of Ethical Conduct”,
unpublished information in “Procedures for Ethical Management and Guidelines for Conduct”, and other
the market to buy and sell specifications. Relevant personnel are prohibited from using unpublished
securities? 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 to new directors and managers from time to time.
III. Composition and Duties of
the Board of Directors
No major
(I) Has the Board of Directors V (I) Pursuant to Article 20 of the Company’s “Corporate Governance Best Practice
deviation.
formulated a diversity policy Principles”, to achieve the specific management objectives of corporate
and specific management governance, the Board of Directors as a whole should have the following
objectives, and capabilities:
----- End of picture text -----

  • 37 -
Evaluation item Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) 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
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
  • 38 -
Evaluation item
Yes
No
Evaluation item
Yes
No
Evaluation item
Yes
No
Evaluation item
Yes
No
Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
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
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.
  • 39 -
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
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.












  • 40 -

==> picture [781 x 495] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
(4) 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.
(5) Physical management objectives and implementation status:
Management objective Achievement status
Directors who concurrently serve as company Achieved
managers should not exceed one-third of director
positions
Board membership includes three women Achieved
Independent directors shall serve no more than Achieved
three consecutive terms
Sufficient and diverse professional knowledge and Achieved
skills
----- End of picture text -----

  • 41 -

==> picture [781 x 487] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
(II) Has the Company voluntarily V (II) The Company has set up a Remuneration Committee and an Audit Committee In the future, it will
be planned and set
set up other functional committees in accordance with the law, and will set up other functional committees in the
in accordance with
other than the Remuneration future depending on operational needs.
operational needs.
Committee and the Audit
Committee according to law?
(III) Does the Company formulate V (III) The Company has established the “Board of Directors Performance
No major
the Board’s performance Evaluation Measures” and conducts a board performance evaluation at the
deviation.
assessment and evaluation end of each year.The 2023 evaluation assignment was completed and
method, conduct performance reported to the Board of Directors onfebruary1, 2024, and the performance
evaluation annually and regularly, evaluation results all exceeded the standard.The performance evaluation
and report the results of the results will be used as a reference when selecting or nominating directors,
performance evaluation to the and the performance evaluation results of individual directors are linked with
board of directors, and apply it to the Company’s operating performance and used as a reference for individual
individual directors’ remuneration salaries.
and nomination renewal? 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.
(IV) Does the Company assess (IV) The Company regularly refers to Audit Quality Indicators (AQI)each year to No significant
----- End of picture text -----

  • 42 -

==> picture [781 x 477] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
the independence of CPAs evaluate the independence and appropriateness of CPAs, checking and deviation
on an annual basis? 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 2024were reported to the Board of Directors on
V November9, 2023.
The Company’s evaluation of the independence and appropriateness of
accountants is as follows:
Accountant
Item
self-evaluation
1. As of the most recent attestation work, no
■Yes □No
replacements have been made for 7 years.
2. There is no relationship of material financial interest
■Yes □No
with the client.
3. Any inappropriate relationship with the client has been
■Yes □No
avoided.
4. The accountant shall ensure the honesty, impartiality,
■Yes □No
and independence of its assistants.
5. Financial statements of the service organization shall
not be audited for attestation within 2 years prior to the ■Yes □No
practice.
----- End of picture text -----

  • 43 -

==> picture [781 x 487] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
6. The name of the accountant shall not be used by
■Yes □No
others.
7. Shares are not held in the Company or in affiliated
■Yes □No
enterprises.
8. No loans of funds have been made with the Company
■Yes □No
or its affiliated enterprises.
9. No joint investment or interest-sharing relationship has
been undertaken with the Company or its affiliated ■Yes □No
enterprises.
10. No concurrent regular work with receipt of a fixed
salary has been undertaken with the Company or its ■Yes □No
affiliated enterprises.
11. There is no involvement with the management
functions related to decision-making for the Company ■Yes □No
or its affiliated enterprises.
12. No concurrent engagement in other businesses that
■Yes □No
may be subject to a loss of independence.
13. No relationship with management personnel of the
Company as a spouse, direct blood relative or
■Yes □No
immediate in-law, or collateral blood relative within the
second degree of kinship.
14. No charging of business-related commissions. ■Yes □No
15. Not subject to disciplinary action or damage to the
■Yes □No
principle of independence as of this time.
----- End of picture text -----

  • 44 -
Evaluation item Status (Note 1) 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
2022
Indicator 1-1
Audit
experience
Audit experience of Accountant Hsin
Yu-Ting
Note
Audit experience of Accountant Chu
Yao-Chun
17.3 years
Audit experience as an Engagement
Quality Control Review (EQCR)
accountant
18.3years
Audit experience of the audit personnel
on the audit team (excluding
accountants) at the management level
and above
7.2years
Note The department started to perform audit services on
2023/01/01, and has no 111 years of EP audit experience.
As of 2022/12/31, the cumulative number of audit years in
the audit service department is 18.9 years.
  • 45 -
Evaluation item Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Item 2022 Industry
average
Indicator 1-2
Training hours
(firm level)
CPA training hours 107 hours 93.4 hours
Training hours of audit personnel
(excluding accountants) at the
management level and above
90.6 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
6.5% 5.4%
Proportion of professional case
hours dedicated to listed
companies
9.2% 6.5%
  • 46 -
Evaluation item Status (Note 1) Status (Note 1) 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
Note
Available working hours of
Accountant Yu-TingHsin
Number of public companies for
which Accountant Yao-Chun
Chu acts as the main signatory
13 companies
Available working hours of
Accountant Yao-Chun Chu
66.4%
  • 47 -

==> picture [781 x 490] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
Proportion 2022Audits (case level) 2021 Audits (industry average)
Item of audit
hours Accountant Manage- Audit Total Accountant Manage- Audit Total
ment personnel ment personnel
Planning 1.9% 3.7% 43.1% 48.7% 2.3% 5.0% 23.5% 30.8%
phase
Indicator Execution 1.7% 5.7% 43.9% 51.3% 4.8% 12.7% 51.7% 69.2%
2-2 phase
Audit
input
Total 3.6% 9.4% 100% 100% 7.1% 17.7% 75.2% 100%
2022Audit (industry
Item
s average)
Indicator 2-3
Engagement
Ratio of EQCR accountant
Quality Control 1.1% 1.26%
review hours
Review (EQCR)
(case level)
Number of people working as
Indicator 2-4 quality control personnel 44.3 47.4
Quality control equivalent to full-time
support capability Proportion of quality control
(firm level) personnel supporting the Audit 3.1% 3.0%
Department
----- End of picture text -----

  • 48 -
Evaluation item Status (Note 1) Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes No Summary description
Dimension 3: Independence
Item
2022
Indicator 3-1 Non-audit service
fees (case level)
Proportion of non-audit service fees
in audit cases
14.8%
Indicator 3-2 Familiarity with
customers (case level)
Cumulative number of years of
auditing cases in the firm’s annual
financial statements
11
yeasrs
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.
Dimension 3: Independence
Item 2022
Indicator 3-1 Non-audit service
fees (case level)
Proportion of non-audit service fees
in audit cases
14.8%
Indicator 3-2 Familiarity with
customers (case level)
Cumulative number of years of
auditing cases in the firm’s annual
financial statements
11
yeasrs
  • 49 -

==> picture [781 x 488] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
Disciplinary actions and sanctions 2022 2021 2020 2019 2018
The number of cases of disciplinary
actions for accountants and the
number of cases classified under 0 0 0 2 1
Article 37 of the Securities and
Exchange Act
Indicator 4-2 Issuance of improvement letters by the competent authority (case
level)
Ratio of deficiency improvement
letters issued by the competent 2022 2021 2020
authority
The department started to
0.0%
perform audit services on
2023/01/01, and has no 111
Lead signing accountant
years of EP audit experience.
(number of letters/average As of 2022/12/31, the
number of listed firms attested) (0/2) cumulative number of audit
years in the audit service
department is 18.9 years.
Deputy signing accountant 0.0% 0.0% 0.0%
(number of letters/average
number of listed firms attested) (0/14) (0/13) (0/10)
Industry range (lowest to
0%~0.59% 0.25%~1.20% 0.30%~1.20%
highest)
----- End of picture text -----

  • 50 -

==> picture [781 x 487] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
IV. Is the TWSE/TPEX listed The Company passed a resolution of the Board of Directors on May 10, 2022, to
company equipped with set up a Corporate Governance Officer responsible for corporate governance
qualified and an appropriate related matters. The main responsibilities include providing directors with the
number of corporate information needed to carry out their business and arranging continuing education;
governance personnel, and handling matters related to the Board of Directors’ meetings, shareholders’
does it appoint a corporate meetings and other functional committees in accordance with the law; handling
governance officer company registration, making minutes of Board of Directors’ meetings and
responsible for corporate shareholders’ meetings; preparing annual reports of shareholders’ meetings, etc.;
governance related matters and after meetings, the Corporate Governance Officer is responsible for reviewing
(including but not limited to the release of important information on important resolutions of the Board of
providing information needed Directors’ meetings and shareholders’ meetings and ensuring the legality and
No major
by directors and supervisors V correctness of the contents of releases in order to ensure the equivalence of
deviation.
to carry out business, investor transaction information; implement corporate governance; protect the
assisting directors and rights and interests of shareholders; and strengthen the functions of the Board of
supervisors to comply with Directors.
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)?
V. Has the Company established The Company’s website features a “Stakeholder Area” where stakeholders can
No major
communication channels with V communicate with the Company by e-mail, telephone, fax, etc., if necessary.
deviation.
stakeholders (including but Furthermore, a spokesperson has been established as a communication channel
----- End of picture text -----

  • 51 -
Evaluation item
Yes
Evaluation item
Yes
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Summary description
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Summary description
No
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
concern to stakeholders?
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.
VI. Has the Company appointed
a professional share
registration and investors
service agent for handling
matters pertaining to the
shareholders’meeting?
V
The company has appointed CTBC Bank to handle matters related to the
shareholders’ meeting and stock affairs.
No significant
deviation
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,

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




No significant
deviation
  • 52 -

==> picture [781 x 487] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
appointing designated information to the outside world, ensuring information that may affect the
persons for the collection decision-making of shareholders and stakeholders can be disclosed in a
and disclosure of timely manner. In addition, stock affairs personnel disclose the Company’s
information on the information on the Market Observation Post System in accordance with laws
Company, implementing a and regulations.
spokesperson system, and
placing institutional investor
conferences on the
website)?
(III) Does the Company V (III) The Company has many subsidiaries that are included in the consolidated
announce and declare its financial statements . It has not announced and submitted annual financial
annual financial report statements within two months after the end of the fiscal year; the first, second,
within two months after the and third quarter financial statements and the operating conditions of each
end of the fiscal year, and month are to be announced and declared within the prescribed time limit.
announce and declare the
first, second, and third
quarter financial reports
and the monthly operating
situation as early as
possible within the
prescribed time limit?
VIII. Is there any other material (I) Employee rights and interests: The Company has a comprehensive salary
No significant
information that would and welfare system to give employees reasonable treatment and rewards.
deviation
facilitate an understanding of Furthermore, we emphasize the rights and interests of employees and there
No significant
the implementation of are measures for the implementation of labor-management conferences to
corporate governance ensure that the implementation of employees’ rights and interests have deviation
----- End of picture text -----

  • 53 -

==> picture [781 x 128] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
----- End of picture text -----

Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
(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
customer policy, and
professional liability
insurance coverage for the
directors and supervisors)?

V
V
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
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






















  • 54 -

==> picture [781 x 128] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
----- End of picture text -----

Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
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.
(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.
(1) Under the philosophy of business prudence and pragmatism, since its
establishment, the Company has been committed to its own business. There
are no high-risk and high-leverage investment behaviors. The Company
mainly holds idle funds in the from fixed deposits.
(2) The subject of the Company’s funds to others and endorsement in the most
recent year is limited to the Company’s 100%-owned subsidiaries,and no loss
has occurred. 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”.

















  • 55 -

==> picture [781 x 128] intentionally omitted <==

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

Status (Note 1) Deviation from
the Corporate
Governance
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies and
causes thereof
----- End of picture text -----

Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
Evaluation item
Status (Note 1)
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
Yes
No
Summary description
(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,
2023, to November 25, 2024)and sunmitted the annual report to the Board of
Directors on the material contents of the liability insurancesuch as the
insurance amountcoverageand premiums.
(X)
Continuing education of directors: Disclosed in the “Corporate Governance
Area of the Market Observation Post System”
(https: //www.mops.twse.com.tw)










  • 56 -
Evaluation item
Status (Note 1)
Yes
No
Summary description
Evaluation item
Status (Note 1)
Yes
No
Summary description
Evaluation item
Status (Note 1)
Yes
No
Summary description
Evaluation item
Status (Note 1)
Yes
No
Summary description
Deviation from
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
V
(XI) Corporate governance officer
Date
Organizer
2023.04.27
Taiwan Stock
Exchange Corporation
/ Taipei Exchange.
2023.05.26
Environment
Protection
Administration
2023.06.02
Securities & Futures
Institute
2023.07.04
Taiwan Stock
Exchange
Corporation.
2023.11.21
Securities & Futures
Institute
training: advanced training in 2023: Hours
3
3
3
6

3
No significant
deviation
Date Organizer Course title Hours
2023.04.27 Taiwan Stock
Exchange Corporation
/ Taipei Exchange.
Propaganda
of
Sustainable
Development Action Plans for TWSE and
TPEx Listed Companies
3
2023.05.26 Environment
Protection
Administration
Green Chemistry 3
2023.06.02 Securities & Futures
Institute
2023 Insider TradingPrevention
Propaganda
3
2023.07.04 Taiwan Stock
Exchange
Corporation.
2023 Cathay Sustainable Finance and
Climate Change Summit
6
2023.11.21 Securities & Futures
Institute
2023
Propaganda
of
the
Laws
of
Insiders’ Share Transfer

3
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)
Improved situation
(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.

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)

  • 57 -
Status (Note 1) Deviation from
Evaluation item
Yes
No
Summary description
the Corporate
Governance
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies and
causes thereof
(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.
Priorities that are expected to be strengthened:
(I)Simultaneous reporting of major information in English, in order to facilitate foreign-funded institutions to obtain English-language information
and serve more investors.
(II)Promote sustainable development information disclosure and policies.
(III) 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.
(IV) Continually evaluate the feasibility of future improvement for portions that have not yet been scored.
  • 58 -

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

December 31, 2022 December 31, 2022
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
14-16).
2
Independent
Director
Meng-Chung
Wu
0
Independent
Director
Chang-Kuo
Feng
1

.

  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. The current term of members: August 9, 2022, to June 13, 2025. The Remuneration Committee met3times (A) in the most recent year (in 2023). 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
3 0 100% New term
since August
9, 2022
Member Meng-Chun
g Wu
3 0 100% Consecutive
term since
August 9,
2022
Member Chang-Kuo
Feng
3 0 100% New term
since August
9, 2022
  • 59 -

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
2023.1.10
2st meeting of
the 5th term
1.Reviewed the 2022annual bonus
distribution for current directors and
managers.
2.Deliberated the review made by the
Company’s Remuneration Committee and
the changes in manager salaries.

Approved by
all members
present

Submitted to the
Board of Directors
and approved by
all
directorspresent
2023.3.23
3st meeting of
the 5th term
1. Deliberated the Company’s remuneration
distribution for directors and supervisors
and remuneration distribution for
employees for 2022.
Approved by
all members
present

Submitted to the
Board of Directors
and approved by
all directors
present
2023.8.8
4st meeting of
the 5th term
1. Deliberated the review of employee
remuneration distribution for managers in
2022by the Remuneration Committee of
the Company.
2. Deliberated the review made by the
Company’s Remuneration Committee and
the changes in manager salaries.

Approved by
all members
present

Submitted to the
Board of Directors
and approved by
all directors
present
  • 60 -

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

==> picture [769 x 72] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
I.
Does the Company



V
1.In accordance with the Company's “Sustainable Development
Best Practice Principles”, the executive team comprises a
high-level
management
team
to
implement
sustainable
operations,
including
the
Chairperson's
Office,
General
Administration Office, Audit Office, and business implementation
units to effectively manage the risks undertaken,and the
responsible department collected the stakeholders' concerns on
corporate governance, operational performance, environmental
sustainability, service quality, employee care, etc., and respected
the rights of the stakeholders by setting up a stakeholder section
on the Company's website to respond appropriately to important
sustainability issues of concern.
2.Organizational operations: The Corporate Governance Officer is
appointed with the approval of the Board of Directors through the
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, and to the Board of
Directors at least once a year.Supervision of the Board of
Directors on sustainable development (e.g., setting and review of
management guidelines, strategies, and goals):




















No significant deviation

establish a governance
structure to promote
sustainable
development, and set
up a designated
full-time (or part-time)
unit to promote
sustainable
development, while the
Board of Directors
authorizes senior
management to handle
this and the Board of
Directors supervises
the situation?
  • 61 -
Status (Note 1)
Deviation from the Sustainable
Status (Note 1)
Deviation from the Sustainable
Status (Note 1)
Deviation from the Sustainable
Status (Note 1)
Deviation from the Sustainable
Evaluation item Yes No Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Summary description (Note 2)
The Board of Directors regularly listens to the reports of the











management team (including ESG-related reports), promotes
sustainable development every year, discusses strategies and
target
possibilities
for
improving
corporate
governance
assessment levels. The Company reports the greenhouse gas
inventory and verification schedule to the Board of Directors
every quarter, and applied for the subsidy from the Industrial
Development Administration, Ministry of Economic Affairs, to
promote
the
smart
manufacturing
project
in
the
electromechanical industry in March 2024, and conducted a
greenhouse gas inventory. The Sustainability Report was also
initiated in October 2023. The above was accomplished under the
strong support and supervision of the Board of Directors for
sustainable development.
Handling instructions
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
order specifications.
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
order specifications.
  • 62 -
Status (Note 1) Status (Note 1) Deviation from the Sustainable
Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Implementation
unit
Handling instructions
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.

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.
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.
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.
  • 63 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
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.
















  • 64 -

==> picture [769 x 503] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
II. Does the Company V The Company and its subsidiaries have dedicated management units for
follow the principle of environmental management to assist relevant departments.
materiality, conduct risk
assessments on Major topic Risk Risk management policies or strategies
assessment
environmental, social
1. We have introduced the ISO 14001
and corporate environmental management system (valid
governance issues from August 19, 2023, to August 18, 2026)
related to company to raise environmental awareness among
departments. In addition, we manufacture
operations, and
RoHS compliant products in accordance
formulate relevant risk
with customer standard specifications.
management policies 2. The Company has obtained certification in
or strategies? the ISO 9001 quality management system No significant deviation
(valid from August 19, 2023, to August 18,
Environment [Environmental ] 2026), the ISO 14001 environmental
protection management system (valid from August
19, 2023, to August 18, 2026), and the
IATF 16949 automotive industry quality
management system (valid from April26,
2023, to April25, 2026). 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.
1. Provide employees with a safe and
healthy living and work environment.
Safe work 2. Conduct employee health checks.
Social
environment 3. Provide employee training and safety
protection.
4. Set up a dedicated breastfeeding room.
We ensure that all the Company’s personnel
Information
Corporate comply with relevant laws and regulations.
security legal
governance Due to the increasing dependence on
compliance
information technology in business activities,
----- End of picture text -----

  • 65 -

==> picture [769 x 502] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
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 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) The Company continues to operate the ISO 9001 quality
(I) Has the Company V management system (valid from August 19, 2023, to August 18,
established an 2026) and the ISO14001 environmental management system
No significant deviation
appropriate (valid from August 19, 2023, to August 18, 2026) and ISO5001
environmental Energy Management System Certificate (valid from November
management system 1 2023 to October 31 2026) to fulfill the social responsibility of
----- End of picture text -----

  • 66 -

==> picture [769 x 500] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
based on its industry protecting the Earth’s environment. All comply with national and
characteristics? 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-friendly materials to reduce environmental
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 are managed by setting targets.
(II) Has the Company V (II) The Company actively promotes various energy reduction
committed itself to measures, choosing equipment with high-energy and
improving energy energy-saving designs and improving energy efficiency
efficiency and to using (including paperless, power saving, waste reduction and
recycled materials with recycling, etc.). We also classify and reuse recyclable
low impact on the resources or sell them to resource recovery yards for energy
environment? 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
No significant deviation
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
----- End of picture text -----

  • 67 -

==> picture [769 x 142] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
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
qualified waste disposal companies for disposal to reduce
damage to the environment and ecology.
----- End of picture text -----

Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
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
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.
The Company actively promotes the environmental protection
concept of energy saving and carbon reduction, makes
contribution to society, and strengthens employees' awareness
of green energy and environmental protection in corporate
























No significant deviation
  • 68 -

==> picture [769 x 87] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
governance in order to reduce greenhouse gas emissions.
----- End of picture text -----

Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
Evaluation item
Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
governance in order to reduce greenhouse gas emissions.
(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 gas
reduction, water
reduction, or other
waste management?


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
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 2023
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.





















No significant deviation
  • 69 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
(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 and raw materials that conform to the green
manufacturing process. We hope that through green
procurement, we can reduce the environmental




















No significant deviation
  • 70 -
Status (Note 1)
Deviation from the Sustainable
Status (Note 1)
Deviation from the Sustainable
Evaluation item Yes No Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Summary description (Note 2)
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
protection policies.
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
environmentalsustainable 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, with the medium/long-term
goal of reducing carbon emissions by 15-20% within 5-10
years.
Annual greenhouse gas emissions in the last two years:













No significant deviation
  • 71 -
Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Status (Note 1) Deviation from the Sustainable Deviation from the Sustainable
Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Item
Year
Water usage Electricpower/Mobile combustion
Degrees Carbon
emissions
(kg)
Degrees Carbon
emissions
(kg)
Scope 1 Scope 2
2022 2,841 159.00 299,280 156,518 5,333 151,185
2023 3,194 182.00 277,704 140,928 4,802 136,126
Ratio
of
increase
(decrease)
12.4% 14.5% (7.0%) (6.0%) (9.95%) (9.96%)
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,
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














No significant deviation
  • 72 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
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 half of the committee members are women.
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
  • 73 -
Status (Note 1)
Deviation from the Sustainable
Status (Note 1)
Deviation from the Sustainable
Evaluation item Yes No Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Summary description (Note 2)
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.
(II) Has the Company
formulated and
implemented
reasonable employee
welfare measures
(including salary,
vacation and other
benefits, etc.), and
does it appropriately
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







No significant deviation
  • 74 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
reflect business
performance or results
in employee
compensation?
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.
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



























  • 75 -
Status (Note 1)
Deviation from the Sustainable
Status (Note 1)
Deviation from the Sustainable
Evaluation item Yes No Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Summary description (Note 2)
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.
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






















No significant deviation
  • 76 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
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
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 2023.
There were no firebroke outin the Company in 2023.























  • 77 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
(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
of each department, we let personnel have a corresponding
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,
andnew recruits):


























No significant deviation
  • 78 -

==> picture [769 x 505] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
Number Training
Course of duration
trainees (hours)
Environmental Safety: Typhoon Prevention
Instructions
Environmental Safety: Earthquake Response
Environmental Safety: Concepts Before a 42 10.5
Fire Occurs
Environmental Safety: Concepts When a Fire
Occurs
Personnel Management: Prevention of
42 13
Sexual Harassment in the Workplace
Information Security Advocacy: Introduction
to the Information Security Management 197 591
System
Personnel Management:Attendance
42 6.9
Management Concepts
External training (business/administrative unit colleagues and
supervisors at all levels):
Number Training
Course of duration
trainees (hours)
Audit Practice Course 2 24 No significant deviation
Accounting Supervisor Continuing Education
1 12
Course
ISO 14064-1:2018 Organizational Greenhouse 1 24
----- End of picture text -----

  • 79 -

==> picture [769 x 509] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
Gas interrogation
General safety and health education and
1 6
training
On-the-job training for occupational safety and
1 8
health business managers.
Safety and health education and trainings
3 48
specified for first aid personnel.
Training development manager certification 1 36
ISO27001 : 2022 LA Lead auditor training 1 40
ISO 27001 : 2022 Convert version training for
2 32
Lead auditor
ISO 9001 Measuring instrument calibration and
2 12
management practices
ASP.NET Core 6 :From entry to advanced 1 30
HPE Edge-Clound Solutions[2023] 2 8
Cisco Small Bussiness
1 4
Technical(SBTO)700-755
Information Security engineer intermediate
1 14
training
Cisco 350-901 DEVCOR Developing
Applications Using Cisco Core Platforms 1 2
and APIs
Cisco 700-680 CSaaS 2 4
Network infrastructure and network services 1 42
VmwarevSphere :Troubleshooting Course 1 2
----- End of picture text -----

  • 80 -

==> picture [769 x 509] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
AZ-104-Microsoft Azure Administrator 1 2
Firtinet NSE 7 FortiGate Enterprise Firewall
2 4
Certification
HPE0-V25 Certification 1 2
HPE0-V60 Certification 1 2
Microsoft Azure Administrator certification 1 35
Internal training ﹕
Number Training
Course of duration
trainees (hours)
ISO 9001 Explanation of provisions and
11 66
Internal audit practical courses
ISO 14001 Explanation of provisions and
11 66
Internal audit practical courses
IATF 16949:2016 Five core 10 150
IATF 16949:2016 Explanation of provisions
4 48
and Internal audit practical courses
ISO 27001:2022 Interpretation of provisions 10 30
ISO 27001:2022 Internal audit practical
10 30
courses
ISO 27001:2022 Information asset inventory
10 30
training
ISO 27001:2022 Risk assessment
10 30
assignment training
Firefighting and emergency response
10 10
training
----- End of picture text -----

  • 81 -

==> picture [769 x 456] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
New recruit training:
Number Training
Course of duration
trainees (hours)
Company Profile (Business philosophy,
42 126
related specifications, operating procedures)
Information security training 42 126
(V) Regarding issues such V (V) The Company aims to establish excellent and preferred
as customer health and connector suppliers, complies with relevant international laws
safety, customer and regulations and all standards, and maintains good
privacy, marketing and communication channels with customers. Quality is the priority
labeling of products requirement for the procurement, production, operation and
and services, does the service process of all component products, with protecting the
Company comply with rights and interests of consumers as our own responsibility.
relevant regulations The Company has established the “Customer Complaint
and international Handling Procedures” to ensure that when customers complain
standards, and about product quality problems, we can address the real cause
formulate relevant of the problem, take effective countermeasures and prevent No significant deviation
consumer and recurrence to meet the needs of customers. We regularly hold
customer protection business management meetings and business meetings so
policies and complaint that we can communicate with customers in a timely manner
procedures? 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.
----- End of picture text -----

  • 82 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

Evaluation item Yes No Summary description (Note 2) Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
(VI) Has the Company
formulated supplier
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?


V
(VI) The Company aims to establish a supply chain with
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. This is the basis for confirming whether a supplier
continues to be a qualified supplier.Also, for suppliers of





























No significant deviation
  • 83 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

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 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

  • 84 -

==> picture [769 x 73] intentionally omitted <==

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

Status (Note 1) Deviation from the Sustainable
Development Best Practice
Evaluation item Principles for TWSE/TPEX
Yes No Summary description (Note 2)
Listed Companies and causes
thereof
----- End of picture text -----

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. 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.

  • 85 -
Status (Note 1)
Deviation from the Sustainable
Evaluation item Development Best Practice
Principles for TWSE/TPEX
Listed Companies and causes
thereof
Yes
No
Summary description (Note 2)
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 aforementioned
report?
V
The Company is not required to prepare a sustainability report.
The preparation of the
sustainability report was
started in October 2023.
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 operation and the principles: No material differences.
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.
  • 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.

  • 86 -

Company climate information

1. Implementation of climate-related information

1. Implementation of climate-related information
Item Distribution
1.Describe the monitoring and governance of climate-related
risks and opportunities by the board of directors and the
management.
Welltend Technology has established a sustainable development promotion team
from the Chair's Office, with the head of the General Administration Office as the
management representative to establish a team to operate cross-department,
implement sustainable management, and be responsible for the annual ESG plan
and supervision of ESG implementation effectiveness, including evaluation. It
manages and executes actions on climate change opportunities and risks, and
reviews each set of goals and plans from time to time, including identifying
operational risks, formulating corresponding preventive management measures,
and reportingthe operation results in the management meeting.
2.Describe
how
the
identified
climate
risks
and
opportunities affect the Company's business operations,
strategies, and finance (for short-term, medium-term, and
long-term).
The identification of short, medium, and long-term risks and opportunities of
climate change by Welltend Technology:
- Risks
1.Short-term: Including greenhouse gas emission regulations, severe typhoon
attacks, floods, abnormal temperature rises and other extreme climate
disasters, changes in natural resources status, and rising raw material costs.
2.Mid-term: The increase in the cost of energy acquisition directly affects the
operation of Welltend Technology. The upstream of the value chain will affect the
supply of raw materials and contingency strategies. Downstream, it will affect
the stability of shipments, safety stock allocation, and the cost of transitioning to
a low-carbon economy.
3.Long-term: Fuel tax, energy tax or carbon tax, trend of net zero emissions,
long-term difficulty in acquiring renewable energy.
- Opportunity
1.Short-term: Develop new products and circular economy innovations for raw
materials, improve natural disaster response mechanisms, and reduce water
consumption.
2.Mid-term: Adopt more efficient production and distribution processes, continue
to track the energy-savingand low-carbon development trend of the connector
  • 87 -

==> picture [747 x 511] intentionally omitted <==

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

industry, and promote the ISO 14064-1 greenhouse gas inventory of global
operating locations.
3.Long-term: Improve resource production efficiency, invest in renewable energy,
promote an internal energy-saving proposal incentive mechanism, and
establish a continuous operation management plan according to the climate
physical risk scenario.
Regulations and changes in the energy structure will mainly result in higher
energy costs, greenhouse gas emissions costs, related labor costs, related
investment expenses, legal compliance and goodwill maintenance costs, and
cause financial impacts such as existing products failing to comply with
3. Describe the financial impacts of extreme climate events
regulations or standards, being replaced or eliminated, etc. On the other hand, the
and transformational actions.
impacts of climate events such as extreme climate disasters range from the direct
operation aspects such as shortage of energy resources, equipment damage, and
shortage of human resources to the stable supply of goods and freight along the
value chain.
In order to properly manage the risks associated with extreme weather events
and the transition to a low-carbon economy, the Company incorporates the risks
of climate change into operational decisions, identifies and manages risks, and at
the same time faces the crises of global warming and resource depletion, and fully
responds to the trend of energy conservation and carbon reduction to carry out
mitigation and adaptation actions.
4. Describe how climate risk identification, assessment, and The identification, evaluation, and management process are as follows:
management processes are integrated into the overall risk 1. Refer to the United Nations Intergovernmental Panel on Climate Change
management system. (IPCC) and select the risks and opportunities arising from climate change.
2. Categorize risks and opportunities and identify the impact over time.
3. Assess the extent of the impact and the likelihood of occurrence.
4. Analyze the financial impact of the identified risks and opportunities on the
Company.
5. Formulate adjustment measures in response to occurrence of risks and
opportunities.
5. If scenario analysis is used to assess the resilience to Rising costs of raw materials - Climate change, including the implementation of a carbon
climate change risks, the used scenarios, parameters, tax on a trial basis in the European Union in 2023 and the amendments to the Climate
assumptions, analysis factors, and main financial impacts Change Response Act in Taiwan, may result in higher production costs of raw materials
----- End of picture text -----

  • 88 -

==> picture [747 x 502] intentionally omitted <==

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

shall be described. and transportation costs, which will affect operations.
The response plan is designed to reduce the use of raw materials, improve efficiency,
strengthen the ratio of local procurement in the supply chain, and reduce transportation
costs.
Extreme weather - There is an increase in extreme weather events such as severe
typhoons and floods that disrupt the supply chain and result in inability to deliver goods in
time, resulting in loss of revenue.
Policies and regulations - Restricting any impacts that may contribute to the adverse
effects of climate change, which may lead to an increase in the Company's penalty
litigation cases and an increase in operating costs.
At this stage, the Company is not a high-carbon emission industry, so the impact on the
overall operation does not have a short-term impact. Considering that the Group is
expected to complete its consolidated greenhouse gas inventory in 2027, it is also
evaluating energy management and setting carbon reduction targets.
Company reputation - Failure to respond immediately to environmental issues of concern
for stakeholders affects the Company's image and may result in decreased revenue.
Technology risk - Support low-carbon and high-efficiency production and distribution
processes, resulting in the need to switch to low-carbon materials and renewable energy,
which may lead to an increase in operating costs.
1. The Company expects to complete a comprehensive review of the possibility for
carbon reduction in 2029 and through rational management, replacing them with
6. If there is a transformation plan in place to manage
high-efficiency fuel carriers, replacing lamps with high-efficiency lighting equipment, and
climate-related risks, describe the content of the plan, and
promoting power-saving measures to reduce carbon emissions.
the indicators and targets used to identify and manage
2. In addition to the main indicator of greenhouse gas emissions, other indicators such as
physical and transformational risks.
electricity consumption, water withdrawal, waste generation, etc., are used for
management.
The Company's paid-in capital was less than NT$5 billion. In compliance with the laws
7. If internal carbon pricing is used as a planning tool, the
basis for setting the price shall be stated. and regulations of the competent authority, the Company will complete the individual
greenhouse gas inventory in 2026, the subsidiaries in consolidated financial statements
8. If climate-related goals are set, the activities covered, the
in 2027, and the parent company's independent greenhouse gas inventory in 2028.
scope of greenhouse gas emissions, the planning period,
and the progress of each year should be explained; if Verification and assurance of the gas inventory, and completion of the greenhouse gas
----- End of picture text -----

  • 89 -

carbon offsets or Renewable Energy Certificates (RECs) inventory of the consolidated subsidiaries will take place in 2029. are used to achieve the relevant target, the source and The main subsidiary in Mainland China Kunshan factory, (Kunshan Celeraise Electronic quantity of carbon reduction credits to be offset or the Co., Ltd.), has conducted its own carbon inventory and obtained the ISO 14064-1 quantity of renewable energy certificates (RECs) to be certificate. used should be specified.

9.Greenhouse gas inventory and assurance,reduction target, strategies,specific action plan (indicated separately in 1-1and 1-2).

  • 90 -

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

Status (Note)
Deviation from
Status (Note)
Deviation from
Evaluation item Yes No Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
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

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



















No significant
deviation
  • 91 -

==> picture [747 x 501] intentionally omitted <==

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

Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies
and causes
thereof
conduct, and cover at a minimum the charitable donations or sponsorships, disclosing business
preventive measures for various acts under secrets, and harming the rights and interests of
Article 7, Paragraph 2 of the “Ethical stakeholders. We have adopted preventive measures and
Corporate Management Best Practice carry out educational campaigns to implement ethical
Principles for TWSE/GTSM Listed management policies.
Companies”? 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) Has the Company defined and enforced V (III) The Company stipulates the reward and disciplinary system
operating procedures, behavioral guidelines, in the “Measures for Employee Rewards and Disciplinary
penalties and grievance systems as part of Actions” and the “Employee Work Rules” and announces it
its preventive measures against dishonest on the Company’s internal website. The disciplinary and
conduct, and are the above measures appeal system for violations is thus clearly defined and
reviewed and revised on a regular basis? 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 No significant
(I) Does the Company assess a trading V (I) When entering into a business relationship with another deviation
----- End of picture text -----

  • 92 -
Status (Note)
Deviation from
Status (Note)
Deviation from
Evaluation item Yes No Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Summary description
counterparty’s ethical management record
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
entity, the Company will first evaluate the legality and
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, and regularly report (at least once a year)
to the Board(reported to the Board of Directors on May9,
2024)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






















  • 93 -
Status (Note)
Deviation from
Status (Note)
Deviation from
Evaluation item Yes No Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
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 regularly to the Board of Directors at least annually. In
addition to regularly promoting the Code of Ethics and the
Company’s core values of “Sincerity and Diligence”, the
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





















  • 94 -
Status (Note)
Deviation from
Status (Note)
Deviation from
Evaluation item Yes No Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Summary description
“Stakeholder Area”of the Company’s website.
(IV) Has the Company established an effective
accounting system for the implementation of
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
V
(IV) The Company has established an effective accounting
system and internal control system. Internal auditors also list
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





















No significant
deviation
  • 95 -

==> picture [747 x 497] intentionally omitted <==

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

Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies
and causes
thereof
management education and training courses organized by
competent authorities or external professional institutions. In
addition, we plan relevant internal training courses in
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.
Training Duration Number of
Time Course content
unit (Hours) participants
Corporate
2023/02/17 [Manageme] Governance: Ethical 0.5 6
nt Office Management
Concept Advocacy
Advocacy of laws
and regulations
related to directors
Board of
and independent
Directors
2023/03/23 directors (including 0.5 9
Discussion
the prohibition of
unit
insider trading and
legal liability for
violating regulations)
Corporate
2023/05/17 [Manageme] Governance: Ethical 0.5 7
nt Office Management
Advocacy
----- End of picture text -----

  • 96 -
Status (Note) Status (Note) Status (Note) Deviation from Deviation from Deviation from
Evaluation item Yes No Summary description Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Time Training unit Course content Duration
(Hours)
Number of
participants
No significant
deviation
2023/07/19 President’s
Office
Prohibition of
insider trading and
legal liability for
violating regulations
1.0 8
2023/11/13 Finance and
Accounting
Departmen
Advocacy of
Corporate Ethical
Management
Practice Cases
0.5 4
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?
(II) Has the Company established standard
operating procedures for accepting
complaints, follow-up measures to be taken
after the investigation is completed, and



V
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 dismissed if the circumstance are serious.
(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












No significant
deviation
  • 97 -
Status (Note)
Deviation from
Status (Note)
Deviation from
Evaluation item Yes No Ethical
Corporate
Management
Best-Practice
Principles for
TWSE/TPEX
Listed
Companies
and causes
thereof
Summary description
relevant confidentiality mechanisms?
(III) Has the Company taken measures to
protect whistleblowers from retaliation due
to reporting?
V 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 promotion effectiveness of
its Ethical Corporate Management Best
Practice Principles?


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’s website and the Market Observation Post System.
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








No significant
deviation
  • 98 -

==> picture [747 x 334] intentionally omitted <==

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

Status (Note) Deviation from
Ethical
Corporate
Management
Best-Practice
Evaluation item Principles for
Yes No Summary description
TWSE/TPEX
Listed
Companies
and causes
thereof
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
parties into 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 are no major differences.
----- End of picture text -----

  • 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.

  • The Company has formulated the “Management Procedures for the Prevention of Insider Trading”, prescribing directors, managers, 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 or traded in the business premises of securities companies or other securities with an equity nature.

  • 99 -

  • (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.

  • 100 -

  • (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 12,2024

For the Company’s Internal Control System of 2023, 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, 2023. 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 12, 2024, at which this Statement was unanimously endorsed by all 9 attending directors without any opposing opinions.

Welltend Technology Corporation

Chairman: Yun-Teng Chang President: Jia-Xiang Lin l

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

  2. 101 -

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 2023 General Meeting of Shareholders:

Date Resolution Implementation
2023/6/13 Approval of the 2022 business
report and financial
statements.
Implemented following the meeting’s
approval
Approval of the 2022 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 on September 30, 2022.

In 2023and as of the printing date of the annual report, important resolutions of the Board of Directors:

Date Important resolution
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 and managers’bonuses in 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 of Shareholders.
2023/5/10 1.Approved the Company’s consolidated financial reports of 2023 Q1.
2. 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.
3.Approved the stipulate of the Company’s “General Principles for Pre-Approval
of Uncertain Service Policies.
  • 102 -
Date Important resolution
2023/8/8 1. Approved the Company’s consolidated financial reports of 2023 Q2.
2.Approved the amendment of the Company’s “Corporate Governance Best
Practice Principles”,
3.Approved the amendment of the Company’s “Regulations Governing
Financial and Business Matters Between the Affiliated Enterprises”.
4. Approved the investment plan in India of the Company.
5. Approved the review of employee remuneration distribution for managers in
2022 by the Remuneration Committee of the Company.
6. Approved the review of salary for managerschanges by the Remuneration
Committee of the Company.
7. Approved the change ofpresident of the company.
2023/11/9 1.Approved the Company’s consolidated financial reports of 2023 Q3.
2. Approved the Company’s 2024 audit plan.
3. Approved the Company’s 2024 audit fees and accountant appointment.
4.Approved the discussion of the Company’s 2024 annual business plan and
future business direction.
5. Approved the discussion of the Company’s 2024 budget.
2024/2/1 1.Approved the amendment of the Company’s “Code of Procedures of the
Board of Directors”
2.Approved the Remuneration Committee’s deliberation on the distribution of
directors and managers’ bonuses in 2023
3.Approved the Remuneration Committee’s deliberation on the manager
positions,and remuneration changes.
2024/3/12 1.Approved the review of the Company’s 2023 employee remuneration,
distribution of directors’ and supervisors’ remuneration, new manager
positions, and remuneration changes.
2.Approved the Company’s 2023 annual business report and financial
statements.
3.Approved the Company’s revised of the Proposal for Distribution of 2022
Profits.
4.Approved the Company’s 2023 profit distribution proposal.
5.Approved the Company’s 2023 profit distribution cash dividend proposal.
6.Approved the Company’s 2023 Internal Control System Statement.
7.Approved the application for a working capital loan from CTBC Bank and the
provision ofjoint and severalguarantees for affiliated companies.
  • 103 -
Date Important resolution
8.Approved the Remuneration Committee’s deliberation on the new manager
positions, and remuneration changes.
9.Approved the establishment of the time, venue, and agenda for the 2024
General Meetingof Shareholders.
2024/5/9 1.Approved the Company’s consolidated financial reports of 2024 Q1.
2. 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.
3. Approved the change of the Company's chief internal auditor
  • (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:

Job title Name Date of
Appointment
Date of
Termination
Reason for
Resignation or
Dismissa
President Hsiang-Yu Wang 2017/8/21 2023/8/8 Job adjustment
chief
internal
auditor
JIA-MIAO LIN 2015/11/5 2024/5/9 Job adjustment
  • 104 -

V. 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
2023/01/01
~
2023/12/31
Xin Yu Ting 3,250 0 3,250
Non-audit fees
service
content:
Audit
certification for
profit-seeking
enterprise
income tax
settlement.
Service fees
for
capitalization
of retained
earnings and
employee
remuneration.
2023/01/01
~
2023/12/31
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.

  • 105 -

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 of change March 23, 2023 March 23, 2023
Reason of change
and description
Due to adjustments of the internal positions of KPMG, from
the first quarter of 2023, the CPAs changed from Yi-Wen
Wang and Yiu-Kwan Au to Xin Yu Ting and Yiu-Kwan Au.
Description on
whether or not the
appointer or CPA
terminated or refused
the appointment
Contractual party
Status
Accountant
Appointer

Voluntary termination
of appointment
-
-

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
Financial statement disclosures
Audit scope or step
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
  • 106 -

(II) About succeeding CPAs

About succeeding CPAs
Firm Name KPMG Taiwan
Name of CPAs CPA Xin Yu Ting and CPA Yiu-Kwan Au
Date of appointment March 23, 2023
Accounting treatment methods
or accounting principles for
specific transactions, and
advisory matters and results that
may be issued for financial
reporting prior to 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.

  • 107 -

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

==> picture [475 x 532] intentionally omitted <==

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

2023 In current period to April 15,2024
Occupational Change in the Change in the
Name Change in the Change in the
title quantity of quantity of
quantity of quantity of
shares under shares under
shareholding shareholding
lien lien
Chairman Yun-Teng Chang 0 0 0 0
0
Director Hsuan-Bin Kuo 0 0 0
(470,000) (470,000)
Director Hung-Liang Hsieh 0 0 0 0
Director Kuei-Yu Chang 0 0 0 0
Director Hsiu-Li Chen 0 0 0 0
Director
Year Jan Industrial Co.,
more than 10% of Ltd. 0 0 0 0
the shares
Independent
Director Meng-Chung Wu 8,200 0 0 0
Independent
Director Chang-KuoFeng 0 0 0 0
Independent
Director Ching-Ju Wu 0 0 0 0
President Hsiang-Yu Wang(Note 1) 0 0 0 0
2,000
President Jia-Xiang Lin(Note 2) 0 0 0
(3,000)
Senior Vice
President Yu-Da Xin 0 0 0 0
Vice President Zhi-Xian Zhu 0 0 0 0
Vice President Chen,Bao-Ruei(Note 3) 0 0 0 0
Senior Associate
Lin-Cing Hu(Note 4) 0 0 0 0
Manager
Financial
Supervisor Wen-Pin Chen 0 0 0 0
Associate
Manager Jheng-Rong Chang 45,000 0 0 0
Associate
Manager Jheng Wun-Yi(Note 3) 0 0 0 0
Associate
Manager Chang,Cheng-Yu(Note 5) 0 0 0 0
Corporate
Governance Yi-Lun Pan 0 0 0 0
Officer
----- End of picture text -----

Note 1 Dismissedon August8, 2023. Note 2 Took office on August 8, 2023. Note 3 Took office on February 1, 2024. Note 4 Resigned on April 30, 2023. Note 5 Took office on March 1, 2024

  • 108 -

(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:

==> picture [519 x 212] intentionally omitted <==

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

The relation
between the
counterparties and
Reason the Company, Proport Proport
Amoun
for Directors, ion of ion
Name Date of the Counterparties Quantity of t of lien
change Managers, and shareho under
(Note 1) change of transactions shares (redem
in lien shareholders lding lien
ption)
(Note 2) holding more than (%) (%)
10% of the shares
issued by the
Company.
FIRST
Hsuan-Bin Redempt COMMERCIAL
Kuo ion 2023.8.15 BANK SHI PAI None 270,000 0.55% 100% N/A
BRANCH
FIRST
Hsuan-Bin Redempt COMMERCIAL
Kuo ion 2023.8.21 BANK SHI PAI None 200,000 0.55% 100% N/A
BRANCH
----- End of picture text -----

Note 1:Put down the Directors, Managers and shareholders holding more than 10% of the shares issued by the Company.

Note 2:Put down pledge under lien or redemption.

  • 109 -

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

==> picture [561 x 117] intentionally omitted <==

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

Information on the relation of the top 10 shareholders by proportion of shareholding
If the top 10 shareholders by
proportion of shareholding
Quantity of shareholding by
Joint holding of share in are related parties, spouse,
Holding of share by the person spouse and underage the name of a third party kindred within the 2nd tier to
children
Name one another, specify the Remark
names and relation.
Quantity of Proportion of Quantity Proportion of Quantity Proportion of Title (or
Relation
shares shareholding of shares shareholding of shares shareholding name)
----- End of picture text -----

==> picture [561 x 651] intentionally omitted <==

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

If the top 10 shareholders by
proportion of shareholding
Quantity of shareholding by
Joint holding of share in are related parties, spouse,
Holding of share by the person spouse and underage the name of a third party kindred within the 2nd tier to
children
Name one another, specify the Remark
names and relation.
Quantity of Proportion of Quantity Proportion of Quantity Proportion of Title (or
Relation
shares shareholding of shares shareholding of shares shareholding name)
JIA YU
Year Jan Industrial Co., Ltd. 11,152,634 11.63% 0 0.00% 0 0.00% INVESTMENT CO. LTD same person in charge -
Representative : JHANG KAI YA
CHANG KUEI YU first degree
JHANG KE JIN 10,300 0.01% 0 0.00% 0 0.00% YUN TENG relative -
CYUE CHANG
JIA YU Year Jan
INVESTMENT 9,485,167 9.89% 0 0.00% 0 0.00% Industrial Co., same person in charge -
CO. LTD Ltd.
Representative : JHANG KAI YA
CHANG KUEI YU first degree
JHANG KE JIN 10,300 0.01% 0 0.00% 0 0.00% YUN TENG relative -
CYUE CHANG
JU SHENG
INVESTMENT 8,842,241 9.22% 0 0.00% 0 0.00% None None -
CO. LTD
Representative :
WANG SHENG 0 0.00% 0 0.00% 0 0.00% None None
JHONG
Wei Yi Investment
7,792,774 8.13% 0 0.00% 0 0.00% None None -
Co., Ltd.
Representative :
KO YU I 1,562,008 1.63% 0 0.00% 0 0.00% None None -
SHIH CHIEH
SHIH CHIEH WEI CO. LTD 7,768,421 8.10% 0 0.00% 0 0.00% CHANG KUEI YU WEI CO. LTD Representativ -
e
JHANG KAI YA second
CHANG KUEI degree
Representative:CHANG KUEI YU 1,974,973 2.06% 210,000 0.22% 0 0.00% YU relative -
JHANG KE JIN first degree
CYUE relative
JHANG KAI YA second
YUN TENG CHANG KUEI degree
CHANG 3,230,492 3.37% 27,810 0.03% 0 0.00% YU relative -
JHANG KE JIN first degree
CYUE relative
KE YOU FEN 2,781,000 2.90% 0 0.00% 0 0.00% None None -
YUN TENG second
CHANG
CHANG KUEI degree
JHANG KAI YA 2,265,279 2.36% 0 0.00% 0 0.00% YU relative -
JHANG KE JIN first degree
CYUE relative
YUN TENG second
CHANG degree
JHANG KAI YA relative
CHANG KUEI YU 1,974,973 2.06% 210,000 0.22% 0 0.00% JHANG KE JIN CYUE first degree relative -
SHIH CHIEH
SHIH CHIEH
WEI CO. LTD
WEI CO. LTD
Representative
Wei Yi
Wei Yi
Investment Co.,
KO YU I 1,562,008 1.63% 0 0.00% 0 0.00% Investment Co., Ltd. -
Ltd.
Representative
----- End of picture text -----

  • 110 -

  • 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:

==> picture [533 x 590] intentionally omitted <==

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

Comprehensive Shareholding Ratios
December 31, 2023/Unit: Shares; %
Investment by directors,
The Company’s supervisors, managers Comprehensive
investment and directly or indirectly investment
Investees (Note) controlled businesses
Number of Shareholding Number of Shareholding Number of Shareholding
shares percentage shares percentage shares percentage
A Team Tech Inc. 500,000 100% - - 500,000 100%
JIUN TAI
CORPORATION 59,920,000 100% - - [59,920,0000] 100%
LIMITED
Celeraise Investment
50,299,832 99.9997% 168 0.0003% 50,300,000 100%
Limited
Celeraise Technology 3,000,000 100% - - 3,000,000 100%
Corporation
Leadpak Industrial Co., 2,981,000 99.36% - - 2,981,000 99.36%
Ltd.
Yield Profit International
- - 15,600,000 100% 15,600,000 100%
Enterprise Limited
Jet Success Technology - - 7,800,000 100% 7,800,000 100%
Development Limited
Minshi Computer
Technology - - - 100% - 100%
(ShanghaI)Co., Ltd.
Celeraise
(ShanghaI)Electronic - - - 100% - 100%
Co., Ltd.
Kunshan Celeraise
- - - 100% - 100%
Electronic Co., Ltd.
Shenzhen Celeraise
- - - 100% - 100%
Electronic Co., Ltd.
Zhan Mao (Huizhou) - - - 100% - 100%
Electronic Co., Ltd.
Celeraise Electronic
399,995 99.995% 5 0.005% 400,000 100%
Corporation (Philippines)
Celeraise (Thailand)
18,274,997 99.9997% 3 0.0003% 18,275,000 100%
Co., Ltd.
----- End of picture text -----

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

  • 111 -

Four.

Status of Fundraising

I. Capital and Shares

(I) Sources of equity:

(1)

==> picture [536 x 677] intentionally omitted <==

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

Unit: Shares/NT$ thousand
Authorized share capital Paid-in capital Notes
Property other
Year
Number of Number of Source of share than cash
Month Amount Amount Others
shares shares capital contributed as
equity capital
Cash
1993/6 10 1,000,000 10,000 1,000,000 None -
10,000 establishment
Cash capital
1997/6 10 4,000,000 40,000 4,000,000 40,000 None -
increase 30,000
Cash capital
1998/6 10 24,000,000 240,000 9,000,000 90,000 None -
increase 50,000
Cash capital
1998/8 10 24,000,000 240,000 10,000,000 100,000 None -
increase 10,000
Cash capital
1999/2 10 24,000,000 240,000 15,000,000 150,000 None -
increase 50,000
Cash capital
1999/5 27 24,000,000 240,000 18,000,000 180,000 None -
increase 30,000
Capitalization of 1999/6/30
1999/7 10 24,000,000 240,000 23,040,000 230,400 retained None (1999)Tai-Cai-Zhe
-
earnings 50,400 ng (I)No. 57622
1999/11/6
Cash capital
1999/12 18 40,000,000 400,000 28,000,000 280,000 None (1999)Tai-Cai-Zhe
increase 49,600 ng-(I)No. 97059
Capitalization of
retained
2000/7/12
earnings and
2000/7 10 60,000,000 600,000 40,650,000 406,500 None (2000)Tai-Cai-Zhe
capitalization of
ng-(I)No. 59969
capital reserves
126,500
Capitalization of
retained
2001/5/23
earnings and
2001/5 10 110,000,000 1,100,000 66,272,800 662,728 None (2001)Tai-Cai-Zhe
capitalization of
ng-(V)No. 132164
capital reserves
256,228
Exchange of 2002.01.09
corporate bonds Jing-Shou-Shang-
2002/1 92.9 110,000,000 1,100,000 66,387,472 663,875 None
for new shares Zi No.
1,147 09101005350
Transferee 2002/3/19
company to (2002)Tai-Cai-Zhe
2002/3 106.25 110,000,000 1,100,000 68,601,376 686,014 None
issue new ng-(I)-Zi No.
shares 22,139 109910
Exchange of 2002.05.03
corporate bonds Jing-Shou-Shang-
2002/5 91.10 110,000,000 1,100,000 70,486,624 704,866 None
for new shares Zi No.
18,852 09101155350
Capitalization of 2002/8/12
retained (2002)Tai-Cai-Zhe
2002/9 10 150,000,000 1,500,000 95,770,611 957,706 None
earnings ng-Yi-Zi No.
252,840 0910144734
2003/6/27
Capitalization of
(2003)Tai-Cai-Zhe
2003/6 10 150,000,000 1,500,000 101,082,505 1,010,825 retained None
ng-Yi-Zi No.
earnings 53,118
0920128570
Exchange of 2004.04.12
2004/4 13.95 270,000,000 2,700,000 114,523,005 1,145,230 corporate bonds None Jing-Shou-Shang-
price
Issuing
----- End of picture text -----

  • 112 -

==> picture [536 x 712] intentionally omitted <==

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

Authorized share capital Paid-in capital Notes
Property other
Year
Number of Number of Source of share than cash
Month Amount Amount Others
shares shares capital contributed as
equity capital
for new shares Zi No.
134,405 09301057370
Private 2005.10.28
placement of Jing-Shou-Shang-
2005/10 0.8 270,000,000 2,700,000 245,023,005 2,450,230 None
common shares Zi No.
130,500 (Note 6) 09401216310
2006.8.1
2006/8 10 270,000,000 2,700,000 24,502,300 245,023 [Capital reduction ] None Fu-Jian-Shang-Zi
2,205,207
No. 09580305010
2007.2.2
2007/2 10 270,000,000 2,700,000 38,116,492 381,165 Merger 136,142 None Fu-Jian-Shang-Zi
No. 09680621310
2007.2.14
Private
Jing-Shou-Shang-
2007/2 9.4 270,000,000 2,700,000 51,059,407 510,594 placement None
Zi No.
129,429 (Note 1)
09601036080
2007.4.24
Private
Jing-Shou-Shang-
2007/4 9.4 270,000,000 2,700,000 53,259,407 532,594 placement None
Zi No.
22,000 (Note 1)
09601088370
2008.4.11
Private
Jing-Shou-Shang-
2008/4 9.4 270,000,000 2,700,000 83,259,407 832,594 placement None
Zi No.
300,000 (Note 1)
09701086310
2009.09.24
Private
Jing-Shou-Shang-
2009/9 10 270,000,000 2,700,000 108,259,407 1,082,594 placement None
Zi No.
250,000 (Note 1)
09801220390
2015.09.04
Treasury shares
Jing-Shou-Shang-
2015/9 10 270,000,000 2,700,000 107,959,407 1,079,594 to reduce capital None
Zi No.
3,000
10401184710
2016.08.18
Cash capital
Jing-Shou-Shang-
2016/8 10 270,000,000 2,700,000 97,163,467 971,634 reduction None
Zi No.
1,079,591
10501199160
2017.03.07
Treasury shares
Jing-Shou-Shang-
2017/2 10 270,000,000 2,700,000 95,813,467 958,135 to reduce capital None
Zi No.
13,500
10601029310
2020.07.06
Treasury shares
Jing-Shou-Shang-
2020/7 10 270,000,000 2,700,000 94,000,000 940,000 to reduce capital None
Zi No.
18,135
10901110120
2022.01.17
Treasury shares
Jing-Shou-Shang-
2021/1 10 270,000,000 2,700,000 93,000,000 930,000 to reduce capital None
Zi No.
10,000
11101008880
2022.09.20
Capitalization of
Jing-Shou-Shang-
2022/9 10 270,000,000 2,700,000 95,790,000 957,900 retained None
Zi No.
earnings 27,900
11101176680
Capitalization of 2022.09.20
employee Jing-Shou-Shang-
2022/9 10 270,000,000 2,700,000 95,890,000 958,900 None
compensation Zi No.
1,000 11101176680
price
Issuing
----- End of picture text -----

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.

  • 113 -

(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, 2024

April 15,2024
Shareholder
Structure
Governmen
t institutions
Financial
institutions
Other
institutions
Individuals Foreign
institutions
and nationals
Total
Number of
persons
0 0 21 7,002 21 7,044
Quantity of
shareholding
0 0 46,356,447 45,983,007 3,550,546 95,890,000
Proportion of
shareholding
0.00 0.00 48.35% 47.95% 3.70% 100%

(III) Dispersion of shareholding

April 15,2024
Quantity of
shareholding
Proportion of
shareholding
627,942 0.65%
5,617,264 5.86%
3,405,226 3.55%
1,669,290 1.74%
1,747,957 1.82%
1,525,938 1.59%
1,226,852 1.28%
1,090,569 1.14%
3,802,064 3.97%
4,162,952 4.34%
4,091,698 4.27%
1,866,850 1.95%
762,715 0.80%
2,830,225 2.95%
61,462,458 64.09%

==> picture [471 x 334] intentionally omitted <==

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

Level of shareholding Number of Quantity of Proportion of
(share) shareholders shareholding shareholding
1 to 999 3,286 627,942 0.65%
1,000 to 5,000 2,823 5,617,264 5.86%
5,001 to 10,000 456 3,405,226 3.55%
10,001 to 15,000 141 1,669,290 1.74%
15,001 to 20,000 97 1,747,957 1.82%
20,001 to 30,000 61 1,525,938 1.59%
30,001 to 40,000 35 1,226,852 1.28%
40,001 to 50,000 24 1,090,569 1.14%
50,001 to 100,000 55 3,802,064 3.97%
100,001 to 200,000 29 4,162,952 4.34%
200,001 to 400,000 15 4,091,698 4.27%
400,001 to 600,000 4 1,866,850 1.95%
600,001 to 800,000 1 762,715 0.80%
800,001 to 1,000,000 3 2,830,225 2.95%
1,000,001 and above 14 61,462,458 64.09%
Total 7,044 95,890,000 100.00%
----- End of picture text -----

  • 114 -

(IV) List of Dominant Shareholders

==> picture [458 x 271] intentionally omitted <==

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

April 15, 2024
Shares Quantity of Proportion of
shareholding shareholding
Names of Dominant Shareholders
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-Teng Chang 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 1,562,008 1.63%
----- End of picture text -----

  • 115 -

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

==> picture [429 x 385] intentionally omitted <==

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

Current year up
Year to March 31,
2022 2023
Item 2024
(Note 8)
Highest 25.90 29.85 24.98
Lowest 18.90 19.95 22.97
Average 22.54 23.85 24.02
Before distribution 15.49 16.00
After distribution 14.79 15.70 -
Weighted average number of shares
95,868 95,890
(thousand shares)
Earnings Before retrospective 1.92 1.34
per share
After retrospective 1.92 1.34
(Note 3)
Cash dividend 0.7 0.3 Undistributed
Stock dividend from capitalization - - Undistributed
of retained earnings
Additional paid-in capital share - - Undistributed
distribution
Accumulated unpaid dividends (Note 4) - - -
P/E ratio (Note 5) 11.74 16.35 -
Price to dividend ratio (Note 6) 32.20 73.03 Undistributed
Cash dividend yield (Note 7) 3.11 1.37 Undistributed
(Note 1) per share Market price
(Note 2) per share Net value
per share Earnings
share Stock
dividend
Dividend per
analysis investment Return on
----- End of picture text -----

  • 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:

  • 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

  • 116 -

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 2023 distribution of earnings was approved by resolution of the Board of Directors on March 12, 2024, with the distribution as follows:

  • 117 -

Unit: NT$ dollar

==> picture [414 x 183] intentionally omitted <==

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

Distribution Estimated
Board of
status amount of Reason
Directors
recognized Difference for
distribution
Distribution expenses for difference
amount
item the year
Employee
3,400,000 3,400,000 No
compensation - -
difference
cash
Compensation
3,400,000 3,400,000 No
of directors- -
difference
cash
No
Total 6,800,000 6,800,000 -
difference
----- End of picture text -----

  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:

  3. The Company approved by resolution of the Board of Directors on March 23, 2023, and reported to the shareholders meeting on June 14, 2023; its distribution was as follows:

==> picture [425 x 208] intentionally omitted <==

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

Unit: NT$ dollar
Distribution Estimated
Board of
status amount of Reason
Directors
recognized Difference for
distribution
Distribution expenses for difference
amount
item the year
Employee
No
compensation - 7,700,000 7,700,000 -
difference
cash
Compensation
of directors and No
6,400,000 6,400,000 -
supervisors- difference
cash
No
Total 14,100,000 14,100,000 -
difference
----- End of picture text -----

  • 118 -

(IX) Repurchases of shares by the Company:

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

==> picture [498 x 419] intentionally omitted <==

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

May 20, 2023
Repurchase instance
1st instance 2nd instance 3rd instance
number (Note)
Maintain company credit
Shares transferred to Shares transferred to
Purpose of repurchase and shareholders’ rights
employees employees
and benefits
2014.11.4 -
Repurchase period: 2013.12.27 - 2014.2.24 2015.7.9 - 2015.9.8
2014.12.27
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 Common stock Common stock Common stock
repurchased shares 1,500,000 shares 2,000,000 shares 300,000 shares
Type and quantity of
Common stock Common stock
repurchased shares (after -
1,350,000 shares 1,800,000 shares
capital reduction/Note 1)
Amount of repurchased
NT$20,148,847 NT$26,019,295 NT$3,315,805
shares
Ratio of repurchases to
scheduled repurchases for
100% 100% 100%
the amount of repurchased
shares (%)
Number of shares
1,350,000 shares 1,800,000 shares 300,000 shares
canceled or transferred
Accumulated shares held 0 shares 0 shares 0 shares
Shares cumulatively held
to total shares authorized 0% 0% 0%
for issuance (%)
----- End of picture text -----

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

  • 119 -

Repurchases of shares by the Company (already completed)

==> picture [495 x 368] intentionally omitted <==

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

May 20, 2023
Repurchase instance number (Note) 4th instance 5th instance
Maintain company credit
Shares transferred to
Purpose of repurchase and shareholders’ rights and
employees
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
Common stock Common stock
Type and quantity of repurchased shares
1,000,000 shares 1,813,467 shares
Amount of repurchased shares NT$14,261,733 21,427,637
Ratio of repurchases to scheduled
repurchases for the amount of 100% 60.45%
repurchased shares (%)
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
0% 0%
authorized for issuance (%)
----- End of picture text -----

  • (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.

  • 120 -

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.

Main sources of operating revenue
Revenue distribution
Main sources of operating revenue
Revenue distribution
Cables and connectors
60.94%
Computer
information
system
integration and maintenance services
39.06%
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,

122

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.

123

  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 [402 x 302] 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

124

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.

125

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

126

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.

127

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

Sales region 2023 Proportion (%)
Asia region 1,826,242 60.94%
Taiwan region 1,170,396 39.06%
Total 2,996,638 100.00%
  1. Market share

  2. 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.

  3. Future market supply and demand and future growth

  4. (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,

128

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

129

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.

130

  • (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.

131

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

132

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

  • (II) Important uses and production processes of main products:

==> picture [408 x 28] intentionally omitted <==

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

Major product Main application Production process
----- End of picture text -----

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
communication products.
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 Supplystatus
Plastic pellets Supplier A, Supplier B Stable, good
Terminals Supplier C, Supplier D Stable, good

133

(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

==> picture [736 x 179] intentionally omitted <==

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

2022 2023 2024 up to the prior quarter
Percentage Percentage Proportion of net
of total of total Relationsh purchases in the Relations
Relationship
Item Name Amount annual net Name Amount annual net ip with Name Amount current year up hip with
with issuer
purchases purchases issuer to the prior issuer
(%) (%) quarter (%)
1 Supplier A 361,118 15 None Supplier A 241,222 8 None Supplier A 102,381 13 None
2 - - - - - - - - Supplier B 80,932 11 None
Others 2,073,870 85 - Others 2,755,414 92 - Others 584,176 76 -
Net Net Net
purchase 2,434,988 100 - purchase 2,996,636 100 - purchase 767,489 100 -
----- End of picture text -----

(2) Sales:

Information on major sales customers in the last two years

Unit: NT$ thousand

==> picture [734 x 191] intentionally omitted <==

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

2022 2023 2024 up to the prior quarter
Proportion of
the net value of
Percentage Percentag
Relationshi Relations discontinued Relationsh
of total e of total
Item Name Amount p with Name Amount hip with Name Amount products in the ip with
annual net annual net
issuer issuer current year up issuer
sales (%) sales (%)
to the prior
quarter (%)
1 customers A 435,891 11 None customers A 136,882 8 None customers A 93,518 21 None
2 Others 3,472,293 89 - Others 1,619,049 92 - Others 352.850 79 -
Net sales 3,908,184 100 - Net sales 1,755,931 100 - Net sales 446,368 100 -
----- End of picture text -----

134

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

Unit: Thousand items/NT$/NT$ thousand

==> picture [475 x 175] intentionally omitted <==

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

Year
Production 2022 2023
value
Production Production Production Production Production Production
Principal capacity yield value capacity yield value
product
(or department)
Cables and connectors 215,871 227,233 1,977,948 151,459 159,430 1,586,655
Total 215,871 227,233 1,977,948 151,459 159,430 1,586,655
----- End of picture text -----

(VI) Sales volume in the last two years

Unit: Thousand items/NT$ thousand

==> picture [505 x 125] intentionally omitted <==

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

Year
2022 2023
Sales value Domestic sales Exports Domestic sales Exports
Principal
Volume Value Volume Value Volume Value Volume Value
product
Cables and
- - 232,344 2,292,450 - - 165,517 1,826,242
connectors
Others - 1,615,734 - 1,170,396
Total - 1,615,734 2,292,450 - 1,170,396 1,826,242
----- End of picture text -----

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

==> picture [441 x 253] intentionally omitted <==

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

May 20, 2024
The current year
Year 2022 2023 up to May 20, 2024
Indirect employees 494 544 560
Number of
Direct employees 1,169 774 963
employees
Total 1,663 1,328 1,523
Average age 35.8 35.4 34.9
Average years of service 4.0 4.8 4.6
Ph.D. 0 0 0
Education Master’s degree 0.84 1.20 0.98
distribution College and university 17.38 21.06 20.12
ratio
High school 51.65 46.18 49.84
Below high school 30.13 31.56 29.07
----- End of picture text -----

135

  • 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

136

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,

137

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.

138

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

139

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:

140

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.

141

VII. Important contracts:

==> picture [470 x 534] intentionally omitted <==

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

May 20, 2024
Contract Restrictive Contract start and
Contractual party Main content
nature clauses end date
Distribution
HP Taiwan Full series of products None No contract period
contract
2024/02/20-2025/02/
Distribution 19 (automatic
Symantec Limited Full series of products None
contract renewal upon
expiration)
2023/07/01-2025/06/
30 (automatic
Distribution IBM Taiwan Authorization to maintain
None renewal for two
contract Corporation IBM products
years upon
expiration)
Lenovo Technology Think and Idea series
Distribution 2022/10/01-2024/09/
B.V. Taiwan Branch hardware, software and None
contract 30
(Netherlands) services
2023/07/28-2024/07/
Distribution Xander International Computer peripherals 27
None
contract Corp. and video products (Automatic renewal
upon expiration)
2022/12/20-2024/12/
19
Distribution IBM Taiwan Power system and
None (automatic renewal
contract Corporation storage products
for two years upon
expiration)
laptop computers,
desktop computers,
2024/04/19-2025/04/
peripheral products,
Distribution Dell B.V. Taiwan 18
components, None
contract Branch (Automatic renewal
equipment, software and
upon expiration)
related accessory
products
Distribution
IBM Singapore Pte Ltd Software products None 2023/1/15-2025/1/14
contract
Apple TV
Apple Watch
Distribution Apple Asia LLC,
iPad None 2023/5/1-2026/4/30
contract Taiwan Branch
iPhone
Mac
----- End of picture text -----

142

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

==> picture [511 x 475] intentionally omitted <==

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

Financial
Financial data for the most recent five years (Note 1)
Year information for
the current year
Item 2019 2020 2021 2022 2023 up to March 31,
2024 (Note 4)
Current assets 1,946,519 2,108,163 2,215,483 2,476,124 2,361,484 2,364,221
Property, plant and
295,710 435,556 414,455 426,974 421,128 410,033
equipment (Note 2)
Intangible assets 47,566 46,262 45,461 44,414 43,908 44,155
Other assets (Note 2) 142,133 126,012 115,032 132,562 108,241 94,481
Total assets 2,431,928 2,715,993 2,790,431 3,080,074 2,934,761 2,912,890
Before
Current distribution [1,166,579] 1,421,149 1,462,525 1,501,790 1,329,298 1,265,654
liabilities After Not yet
distribution [1,204,504] 1,486,249 1,490,425 (Note 3) (Note 3) allocated
Non-current liabilities 45,214 39,823 58,717 92,462 70,600 73,310
Before
Total distribution [1,211,793] 1,460,972 1,521,242 1,594,252 1,399,898 1,338,964
liabilities After Not yet
distribution [1,249,718] 1,526,072 1,549,142 (Note 3) (Note 3) allocated
Equity attributable to
owners of the parent 1,254,908 1,269,077 1,485,708 1,485,708 1,534,661 1,573,709
company
Capital stock 940,000 940,000 958,900 958,900 958,900 958,900
Additional paid-in
7,991 7,991 7,525 7,525 7,525 7,525
capital
Before
393,048 447,815 513,444 639,311 700,769 703,178
Retained distribution
earnings After Not yet
355,123 412,715 485,544 (Note 3) (Note 3)
distribution allocated
Other equity (124,887) (126,636) (178,096) (120,028) (132,533) (95,894)
Treasury shares (14,262) (14,262) (14,262) 0 0 0
Non-controlling
110 113 112 114 202 217
interests
Before
distribution [1,220,135] 1,255,021 1,269,189 1,485,822 1,534,863 1,573,926
Total equity
After Not yet
distribution [1,182,210] 1,189,921 1,241,289 (Note 3) (Note 3) allocated
----- End of picture text -----

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.

143

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

Unit: $NT thousand

==> picture [517 x 602] intentionally omitted <==

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

Year Financial
Financial data for the most recent five years (Note 1) information for
Item the current year
2019 2020 2021 2022 2023 up to March 31,
2024(Note 2)
Operating revenue 2,510,517 2,717,038 3,373,438 3,908,184 2,996,638 762,981
Operating margin 575,910 572,431 682,548 722,893 570,617 130,053
Operating profit and
181,541 170,569 236,096 293,882 182,145 44,838
loss
Non-operating
income and 7,701 (21,929) (24,423) 17,971 5,208 2,841
expenses
Net profit before tax 189,242 148,640 211,673 311,853 187,353 47,679
Profit from
continuing
136,420 95,988 130,728 184,190 128,669 31,200
operations for the
period
Profit or loss from
discontinued - - - - - -
operations
Profit (loss) for the
136,420 95,988 130,728 184,190 128,669 31,200
period
Other
comprehensive
(45,475) (1,749) (51,460) 58,068 12,505 36,639
income for the period
(net after tax)
Total
comprehensive 90,945 94,239 79,268 242,258 116,164 67,839
income for the period
Net profit
attributable to
136,418 95,985 130,729 184,188 128,581 31,176
owners of the parent
company
Net profit
attributable to
2 3 (1) 2 88 24
non-controlling
interest
Total
comprehensive
income attributable 90,943 94,236 79,269 242,256 116,076 67,815
to owners of the
parent company
Total
comprehensive profit
and loss attributable 2 3 (1) 2 88 24
to non-controlling
interests
Earnings per share
1.44 1.03 1.36 1.92 1.34 0.33
(profit and loss)
----- End of picture text -----

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.

144

  • (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

==> picture [418 x 471] intentionally omitted <==

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

Financial data for the most recent five years (Note 1)
Year
Item 2019 2020 2021 2022 2023
Current assets 463,298 411,010 432,705 387,985 392,856
Property, plant and
170,483 191,100 186,995 182,506 183,334
equipment (Note 2)
Intangible assets 15,682 14,325 13,546 12,523 12,025
Other assets (Note 2) 1,382,987 1,622,394 1,687,503 1,900,997 1,921,620
Total assets 2,032,450 2,238,829 2,320,749 2,484,011 2,509,835
Before
805,382 976,999 1,023,472 957,109 929,661
Current distribution
liabilities After
805,382 976,999 1,023,472 (Note 3) (Note 3)
distribution
Non-current liabilities 7,043 6,922 28,200 41,194 45,513
Other liabilities - - - - -
Before
812,425 983,921 1,051,672 998,303 975,174
Total distribution
liabilities After
812,425 983,921 1,051,672 (Note 3) (Note 3)
distribution
Capital stock 958,135 940,000 940,000 958,900 958,900
Additional paid-in
7,991 7,991 7,991 7,525 7,525
capital
Before
393,048 447,815 513,444 639,311 700,769
Retained distribution
earnings After
393,048 447,815 513,444 (Note 3) (Note 3)
distribution
Other equity (124,887) (126,636) (178,096) (120,028) (132,533)
Treasury shares (14,262) (14,262) (14,262) 0 0
Non-controlling
interests - - - - -
Before
1,220,025 1,254,908 1,269,077 1,485,708 1,534,661
Total distribution
equity After
1,220,025 1,254,908 1,269,077 (Note 3) (Note 3)
distribution
----- End of picture text -----

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.

145

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

Unit: $NT thousand

==> picture [430 x 342] intentionally omitted <==

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

Financial data for the most recent five years (Note 1)
Year
Item
2019 2020 2021 2022 2023
Operating revenue 559,403 808,804 1,040,823 1,250,377 755,862
Operating margin 143,898 165,353 206,367 223,808 159,532
Operating profit and
2,783 20,661 40,640 45,932 18,809
loss
Non-operating
142,840 88,229 115,443 156,045 154,511
income and expenses
Net profit (net loss)
145,623 108,890 156,083 201,977 173,320
before tax
Profit or loss from
136,418 95,985 130,729 184,188 128,581
continuing operations
Profit or loss from
discontinued - - - - -
operations
Net profit (net loss)
136,418 95,985 130,729 184,188 128,581
for the period
Other
comprehensive (45,475) (1,749) (51,460) 58,068 (12,505)
income for the period
Total comprehensive
90,943 94,236 79,269 242,256 116,076
income for the period
----- End of picture text -----

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:

==> picture [419 x 201] intentionally omitted <==

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

Year Name of the accounting firm Name of CPAs Audit opinion
Yi-Wen Wang,
2019 KPMG Taiwan Unqualified opinion
Jui-Lan Luo
Yi-Wen Wang,
2020 KPMG Taiwan Unqualified opinion
Jui-Lan Luo
Yi-Wen Wang,
2021 KPMG Taiwan Unqualified opinion
Jui-Lan Luo
Yi-Wen Wang,
2022 KPMG Taiwan Unqualified opinion
Yiu-Kwan Au
Yu-Ting Xin,
2023 KPMG Taiwan Unqualified opinion
Yiu-Kwan Au
----- End of picture text -----

146

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

==> picture [504 x 621] intentionally omitted <==

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

Financial analysis for the last five years (Note 1) For the current
year up to March
Year 31, 2024
2019 2020 2021 2022 2023
(Note 1)
Analysis item (Note 2)
Debt to asset ratio 50.00 54.00 55.00 52.00 48.00 46.00
Financial
Ratio of long-term
structure (%)
funds to property,
428 297 320 370 381 402
plant, and
equipment
Current ratio 167 148 151 165 178 187
Solvency % Quick ratio 118 95 90 112 132 141
Interest coverage
22.04 17.90 23.05 28.76 15.12 16.57
ratio
Receivables
4.04 4.11 4.51 4.37 3.26 3.62
turnover rate (times)
Average cash
90.35 88.81 80.93 83.52 111.96 100.83
collection days
Inventory turnover
3.58 3.37 3.36 3.85 3.53 4.36
rate (times)
Operating Payables turnover 6.55 6.60 7.73 8.00 5.94 7.56
ability rate (times)
Average sales days 102 108 109 95 103 84
Property, plant, and
equipment turnover 8.36 7.00 7.94 9.29 7.07 7.34
rate (times)
Total asset turnover
1.07 1.06 1.23 1.33 1.00 1.04
rate (times)
Return on assets
6.12 4.00 6.39 6.58 4.63 4.60
(%)
Return on equity (%) 11.26 7.76 13.33 13.37 8.52 8.03
Net profit before tax
Profitability to paid-in capital 19.75 15.81 22.52 32.52 19.54 4.97
ratio (%) (Note 7)
Net profit rate (%) 5.00 4.00 5.00 5.00 4.00 4.00
Earnings per share
1.44 1.03 1.36 1.92 1.34 0.33
(NT$)
Cash flow ratio (%) 22.00 5.00 1.00 11.00 34.00 -2.00
Cash flow adequacy Not applicable for
85.99 74.16 40.01 55.38 98.02
Cash flow ratio (%) this period
Cash reinvestment
13.00 2.00 -3.00 7.00 20.00 -2.77
ratio (%)
Operational
1.52 1.51 1.34 1.27 1.46 1.48
Leverage leverage
Financial leverage 1.05 1.05 1.04 1.04 1.08 1.07
----- End of picture text -----

147

  • The interest coverage ratio, return on assets, return on equity, EBIT to paid-in capital ratio, and earnings per share decreased compared with the same period last year primarily due to decreased net profit for the current period.

  • The receivables turnover rate decreased compared with the same period last year and the average number of cash collection days increased compared with the same period last year, primarily due to decreased revenue for the current period.

  • The payables turnover rate decreased compared with the same period last year primarily due to decreased cost of good sold for the current period.

  • The 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.

  • The 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

==> picture [504 x 395] intentionally omitted <==

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

Year Financial analysis for the last five years (Note 1)
Analysis item (Note 2) 2019 2020 2021 2022 2023
Debt to asset ratio 40.00 44 45 40 39
Financial
Ratio of long-term funds to
structure (%)
property, plant, and 720 660 694 837 862
equipment
Current ratio 58 42 42 41 42
Solvency % Quick ratio 41 19 21 28 36
Interest coverage ratio 20.19 15.05 19.21 21.22 14.85
Receivables turnover rate
5.41 11.31 11.64 8.23 4.11
(times)
Average cash collection
67 32 31 44 89
days
Inventory turnover rate
3.75 3.62 3.75 5.99 6.76
(times)
Payables turnover rate
Operating 4.42 5.19 6.68 8.02 4.62
(times)
ability
Average sales days 97 101 97 61 54
Property, plant, and
equipment turnover rate 3.29 4.47 5.51 6.77 4.13
(times)
Total asset turnover rate
0.28 0.38 0.46 0.52 0.30
(times)
Return on assets (%) 7.19 4.78 6.03 8.00 5.55
Profitability
Return on equity (%) 11.26 7.76 10.36 13.37 8.51
----- End of picture text -----

148

==> picture [504 x 378] intentionally omitted <==

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

Net profit before tax to
paid-in capital ratio (%) 15.20 11.58 16.60 21.06 18.07
(Note 7)
Net profit rate (%) 24 12 13 15 17
Earnings per share (NT$) 1.44 1.03 1.36 1.92 1.34
Cash flow ratio (%) 15.00 2.00 2.00 -1.00 18.00
Cash flow adequacy ratio
Cash flow (%) 36.37 41.89 24.50 29.46 69.85
Cash reinvestment ratio
3.00 -1.70 -3.58 -2.09 6.36
(%)
Operational leverage 4.18 1.42 1.25 1.22 1.51
Leverage
Financial leverage (0.58) 1.60 1.27 1.28 2.99
The quick ratio increased year-on-year, primarily due to an increase in end of period current The quick ratio increased year-on-year, primarily due to an increase in end of period current
assets and decrease in end of period current liabilities.
The interest coverage ratio, return on assets, return on equity, EBIT to paid-in capital ratio, The interest coverage ratio, return on assets, return on equity, EBIT to paid-in capital ratio,
and earnings per share decreased compared with the same period last year primarily due to
decreased net profit for the current period.
The receivables turnover rate decreased compared with the same period last year and the The receivables turnover rate decreased compared with the same period last year and the
average number of cash collection days increased compared with the same period last year,
primarily due to decreased revenue for the current period.
The payables turnover rate decreased compared with the same period last year primarily due The payables turnover rate decreased compared with the same period last year primarily due
to decreased cost of good sold for the current period.
The cash flow adequacy ratio and cash flow ratio increased compared with the same period The 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.
The cash reinvestment ratio increased compared with the same period last year primarily due The 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.
The cash flow adequacy ratio increased compared with the same period last year primarily The cash flow adequacy ratio increased compared with the same period last year primarily
due to the decrease in operating profits and the increase in interest expenses in the current
period.
----- End of picture text -----*

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

  • The interest coverage ratio, return on assets, return on equity, EBIT to paid-in capital ratio, The interest coverage ratio, return on assets, return on equity, EBIT to paid-in capital ratio, and earnings per share decreased compared with the same period last year primarily due to decreased net profit for the current period.

  • The receivables turnover rate decreased compared with the same period last year and the The receivables turnover rate decreased compared with the same period last year and the average number of cash collection days increased compared with the same period last year, primarily due to decreased revenue for the current period.

  • The payables turnover rate decreased compared with the same period last year primarily due The payables turnover rate decreased compared with the same period last year primarily due to decreased cost of good sold for the current period.

  • The cash flow adequacy ratio and cash flow ratio increased compared with the same period The 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.

  • The cash reinvestment ratio increased compared with the same period last year primarily due The 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.

  • The cash flow adequacy ratio increased compared with the same period last year primarily The cash flow adequacy ratio increased compared with the same period last year primarily due to the decrease in operating profits and the increase in interest expenses in the current period.

  • 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.

149

  - (7) Total asset turnover ratio = net sales/average total assets.
  1. 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.

    • (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)

  2. 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)

  3. 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).

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

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

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

  7. 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.

  8. 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.

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

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

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

  12. 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.

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

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

  15. 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.

  16. 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.

150

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 2023 parent company only financial statements and consolidated financial statements after the audit by Yu-Ting Xin 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

2024 General Meeting of Shareholders of the Company

Welltend Technology Corporation

Convener of Audit Committee: Ching-Ju Wu

March 12 2024

151

  • 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, 2023 and 2022, and the statements of comprehensive income, statements of changes in equity, and the statements of cash flows for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, and its financial performance and cash flows for the years ended December 31, 2023 and 2022.

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 2023 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:

152

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 that amount invested in subsidiaries as of December 31, 2023 was NT$1,606,659 thousand constituting a material proportion of total assets amounting to 64%. From the perspective of consolidation, 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 subsidiaries invested 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.

163

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

164

estimates and related disclosures made by management.

  1. 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.

  2. 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.

  3. 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 2023 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..

165

The engagement partners on the audit resulting in this independent auditors’ report are Yu-Ting Hsin and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 12, 2024

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.

166

Welltend Technology Corporation

Balance Sheet

December 31, 2023 and 2022

Unit: NT$ thousand

December 31,2023
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (Note VI (I))
$ 128,786
5
1170
Net notes and accounts receivable (Notes VI (II) and VI (XIII))
162,760
7
1180
Net accounts receivable - related parties (Notes VI (II) and
VII)
10,136
1
1210
Other receivables - related parties (Note VII)
285
-
1300
Net inventories (Note VI (III))
54,452
2
1470
Other current assets
1,631
-
1476
Other financial assets - current (Note VIII)
34,806
1
Total current assets
392,856
16
Non-current assets:
1550
Investments accounted for using the equity method (Note VI
(IV))
1,887,668
75
1600
Property, plant, and equipment (Notes VI (V) and VIII)
183,334
7
1755
Right-of-use assets (Note VI (VI))
2,567
-
1780
Intangible assets
12,025
1
1840
Deferred tax assets (Note VI (X))
3,145
-
1900
Other non-current assets (Note VIII)
28,240
1
Total non-current assets
2,116,979
84
Total assets
$
2,509,835
100
December 31,2023
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (Note VI (I))
$ 128,786
5
1170
Net notes and accounts receivable (Notes VI (II) and VI (XIII))
162,760
7
1180
Net accounts receivable - related parties (Notes VI (II) and
VII)
10,136
1
1210
Other receivables - related parties (Note VII)
285
-
1300
Net inventories (Note VI (III))
54,452
2
1470
Other current assets
1,631
-
1476
Other financial assets - current (Note VIII)
34,806
1
Total current assets
392,856
16
Non-current assets:
1550
Investments accounted for using the equity method (Note VI
(IV))
1,887,668
75
1600
Property, plant, and equipment (Notes VI (V) and VIII)
183,334
7
1755
Right-of-use assets (Note VI (VI))
2,567
-
1780
Intangible assets
12,025
1
1840
Deferred tax assets (Note VI (X))
3,145
-
1900
Other non-current assets (Note VIII)
28,240
1
Total non-current assets
2,116,979
84
Total assets
$
2,509,835
100
December 31,2023
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (Note VI (I))
$ 128,786
5
1170
Net notes and accounts receivable (Notes VI (II) and VI (XIII))
162,760
7
1180
Net accounts receivable - related parties (Notes VI (II) and
VII)
10,136
1
1210
Other receivables - related parties (Note VII)
285
-
1300
Net inventories (Note VI (III))
54,452
2
1470
Other current assets
1,631
-
1476
Other financial assets - current (Note VIII)
34,806
1
Total current assets
392,856
16
Non-current assets:
1550
Investments accounted for using the equity method (Note VI
(IV))
1,887,668
75
1600
Property, plant, and equipment (Notes VI (V) and VIII)
183,334
7
1755
Right-of-use assets (Note VI (VI))
2,567
-
1780
Intangible assets
12,025
1
1840
Deferred tax assets (Note VI (X))
3,145
-
1900
Other non-current assets (Note VIII)
28,240
1
Total non-current assets
2,116,979
84
Total assets
$
2,509,835
100
December 31,2022
Amount
%

33,870
1

179,348
7

15,784
1
219
-

121,915
5
2,049
-
34,800
1
387,985
15

1,869,000
75

182,506
8
4,834
-

12,523
1
2,411
-
24,752
1
2,096,026
85
2,484,011
100
December 31,2022
Amount
%

33,870
1

179,348
7

15,784
1
219
-

121,915
5
2,049
-
34,800
1
387,985
15

1,869,000
75

182,506
8
4,834
-

12,523
1
2,411
-
24,752
1
2,096,026
85
2,484,011
100
Amount

33,870

179,348

15,784
219

121,915
2,049
34,800












392,856


16

387,985
15

1,887,668
183,334
2,567
12,025
3,145
28,240


75

7

-

1

-

1


1,869,000

182,506
4,834

12,523
2,411
24,752

75

8
-

1

-
1

2,116,979


84

2,096,026
85

$
2,509,835


100

2,484,011
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
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
Total equity
Total liabilities and equity
December 31,2023
Amount
%
$ 696,000
28
20,395
1
118,619
5
47,188
2
33,376
1
2,290
-
11,793
-
December 31,2023
Amount
%
$ 696,000
28
20,395
1
118,619
5
47,188
2
33,376
1
2,290
-
11,793
-
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
-
Amount
$ 696,000
20,395
118,619
47,188
33,376
2,290
11,793
Amount

691,000

47,286

139,433

60,745

4,929
2,264
11,452
929,661
37
957,109
38
44,860
305
348

2

-

-

38,252
2,594
348

2

-

-
45,513
2
41,194
2

975,174


39

998,303


40

958,900
7,525
700,769
(132,533)


38

-

28

(5)


958,900
7,525

639,311
(120,028)


39

-

26

(5)

1,534,661



61

1,485,708



60

$
2,509,835


100

2,484,011


100

Chairman: Yun-Teng Chang

(Please refer to the attached notes to the parent company only financial statements) Manager: Jia-Xiang Lin

Accounting Supervisor: Wen-Pin Chen

167

Welltend Technology Corporation Statement of Comprehensive Income

For the years ended December 31, 2023 and 2022

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$)
2023 %

82
18
2022
Amount
$ 622,888
132,974
Amount
1,105,295
145,082
%

88
12
100

79
3
82
18

8

6
-
14
4

-

-

-

13

(1)
-
12

16
1
15
5
5
20
1.92
1.91
755,862 100 1,250,377
546,442
49,888

72
7
992,023
34,546
596,330 79 1,026,569
159,532 21 223,808
68,011
66,757
5,955


9

9
-

97,667
77,792
2,417

140,723 18 177,876
18,809 3 45,932
918
3,247
(3,005)
166,229
(12,514)
(364)






-

-

-

22

(2)
-

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






154,511
20
156,045
173,320
44,739

23
6
201,977
17,789
128,581 17 184,188
(12,505) (2) 58,068

(12,505)

(2) 58,068

$
116,076
15 242,256
$ 1.34
1.34
$

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

168

Welltend Technology Corporation Statement of Changes in Equity

For the years ended December 31, 2023 and 2022

Unit: NT$ thousand

Balance on January 1, 2022
Earnings allocation and distribution:
Legal reserve approproated
Special reserve approproated
Cash dividends of ordinary share
Common stock dividend distributable
Capitalisation of employee compensation
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
Earnings allocation and distribution:
Legal reserve approproated
Special reserve approproated
Cash dividends of ordinary share
Net profit for the period
Other comprehensive income for the period
Total comprehensive income for the period
Balance on December 31, 2023
Share capital
from
common
stock
Additional
paid-in
capital
7,991
-
-
-
-
1,275
1,275
-
-
-
(1,741)
7,525
-
-
-
-
-
-
-
7,525
Retained earnings Retained earnings Total
513,444

-

-

(27,900)

(27,900)
-
(55,800)

184,188
-
184,188
(2,521)
639,311

-

-
(67,123)
(67,123)

128,581
-
128,581
700,769
Other equity Treasury
shares
(14,262)
-
-
-
-
-
-
-
-
-
14,262
-
-
-
-
-
-
-
-
-
Total
equity
Exchange
differences
on
translation
of foreign
financial
statements
(178,096)
-
-
-
-
-
-
-
58,068
58,068
-
(120,028)
-
-
-
-
-
(12,505)
(12,505)
(132,533)
Legal
reserve
80,516
13,074
-
-
-
-
13,074
-
-
-
-
93,590
18,419
-
-
18,419
-
-
-
112,009
Special
reserve
126,636
-
51,460
-
-
-
51,460
-
-
-
-
178,096
-
(58,068)
-
(58,068)
-
-
-
120,028
Undistribu
ted
surplus
earnings
306,292
(13,074)
(51,460)
(27,900)
(27,900)
-
(120,334)
184,188
-
184,188
(2,521)
367,625
(18,419)
58,068
(67,123)
(27,474)
128,581
-
128,581
468,732
$ 940,000
-
-
-
27,900
1,000
28,900
-
-
-
(10,000)
958,900
-
-
-
-
-
-
-
$ 958,900
1,269,077
-
-
(27,900)
-
2,275
(25,625)
184,188
58,068
242,256
-
1,485,708
-
-
(67,123)
(67,123)
128,581
(12,505)
116,076
1,534,661

Please refer to the attached notes to the parent company only financial statements) Manager: Jia-Xiang Lin

Accounting Supervisor: Wen-Pin Chen

Chairman: Yun-Teng Chang

169

Welltend Technology Corporation Statement of Cash Flows

For the years ended December 31, 2023 and 2022

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:
Notes and accounts receivable
Accounts receivable - related parties
Inventories
Other current assets
Total net changes in assets related to operating activities
Changes in liabilities related to operating activities, net:
Contract liabilities
Notes and accounts payable (including related parties)
Other payables
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
Dividend received
Interest paid
Income tax paid
Net cash inflow (outflows) from operating activities
Cash flows from investing activities:
Acquisition of property, plant, and equipment
Disposal of property, plant, and equipment
(Increase) decrease in refundable deposits
Increase in other receivables-related parties
Acquisition of intangible assets
(Increase) decrease in other financial assets
Net cash (outflows) inflows from investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Repayment of lease liability principal
Issuance of cash dividend
Net cash outflows from financing activities
Net increase (decrease) 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
2023
$ 173,320
2022
201,977
7,328
2,148
5,955
12,514
(918)
(166,229)
-

7,985

1,898

2,417

9,987

(168)

(157,516)
(37)
(139,202)
(135,434)

10,633
5,648
67,463
418


(86,545)

(2,243)

98,776
(195)
84,162
9,793
(26,891)
(20,814)
(13,508)
341

(111,721)

22,999

15,100
2,899
(60,872) (70,723)

23,290

(60,930)
(115,912)
(196,394)

57,408
918
135,056
(12,563)
(10,418)


5,613

168

-

(9,722)
(933)

170,401

(4,874)
(5,889)
-
(3,488)
(66)
(1,650)
(6)


(1,391)
37

3,530

(12)

(875)
7,000

(11,099)
8,289

5,000
(2,263)
(67,123)

1,044

(1,943)
(27,900)

(64,386)

(28,799)

94,916
33,870


(25,384)
59,254
$
128,786
33,870

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

170

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

Welltend Technology Corporation Notes to the Parent Company Only Financial Statements 2023 and 2022

(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 12, 2024.

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,

2023, and this has not materially affected 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 Single Transaction”

The Group has initially adopted the (following) new amendment, which do not have a significant impact on its consolidated financial statements, from May 23, 2023

  •  Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”

  • (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, 2024, will not materially affect the parent company only financial statements.

  • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • Amendments to IAS 1 “Non-current Liabilities with Covenants”

171

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

  • Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

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

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

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.

  • 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 17: “Initial Application of IFRS 17 and IFRS 9 - Comparative Information”

  • Amendments to IAS21“Lack of Exchangeability”

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

  • Measurement basis

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

  1. 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

  • 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

172

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

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.

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

173

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

be sold or consumed;

  1. The asset is held primarily for trading purposes;

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

  3. 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. (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.

174

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

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:

  • 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.

In determining whether credit risk has increased significantly since the original recognition, the Company considers reasonable and corroborating information

175

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

(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 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.

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.

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.

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;

176

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

  • 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 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.

177

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

(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 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.

178

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

(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 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:

179

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

  • (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 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.

180

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

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 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

181

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

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 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, the cost of computer software is recognized under income using the straight-line method based on its estimated useful life of 1 to 10 years.

182

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

(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. 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, connectors and information equipment. 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,

183

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

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 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.

184

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

(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 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. Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction (i) affects neither accounting nor taxable profits (losses) and (ii) does not give rise to equal taxable and

185

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

deductible temporary differences;

  1. 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

  2. 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

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.

  5. (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

186

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

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 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

d cash equivalents
Cash on hand
Demand and foreign currency deposits
Time deposits
December
31, 2023
$ 120
68,742
59,924
$
128,786
December
31, 2022

145
9,157
24,568
33,870

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, 2023
$ 4,450
176,849
181,299
(8,403)
$
172,896
$
162,760
$
10,136
December
31, 2022



2,279
195,301
197,580
(2,448)
195,132
179,348
15,784

187

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

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, 2023 and 2022, is as follows:

Credit rating December 31, 2023
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 157,431
-
-
23,868
35.21%
8,403
$
181,299
8,403
December 31, 2023
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 157,431
-
-
23,868
35.21%
8,403
$
181,299
8,403
December 31, 2023
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected credit
losses
$ 157,431
-
-
23,868
35.21%
8,403
$
181,299
8,403
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Level A
Level B
$ 157,431
23,868

-

35.21%
$
181,299
8,403
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

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, 2023
$ 134,892
19,722
9,979
16,706
$
181,299
December
31, 2022

138,471

36,803

6,340
15,966
197,580

Changes in the Company's loss allowance for notes receivable and accounts receivable

188

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

were as follows:

Opening balance at start of period
Impairment losses recognized
Balance at end of period
2023
$ 2,448
5,955
$
8,403
2022
31
2,417

2,448

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 not yet been provided is still recoverable.

As of December 31, 2023 and 2022, 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 2023 and 2022.

(III) Inventories

Goods held for sale December
31, 2023
$
54,452
December
31, 2022
121,915
  1. The cost of inventories recognized as cost of goods sold and as expenses by the Company in 2023 and 2022 were NT$546,938 thousand and NT$990,985 thousand, respectively.

  2. Details of expenses and losses related to inventory recognition of the Company in 2023

  3. and 2022 are as follows:

Write-down and losses from inactive
inventory(reversed)
2023
$
(496)
2022

1,038
  1. As of December 31, 2023 and 2022, 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:

Subsidiary December
31, 2023
$
1,887,668
December
31, 2022
1,869,000
  1. Please refer to the 2023 consolidated financial statements.

  2. As of December 31, 2023 and 2022, none of the Company's investments under the equity method were pledged as collateral.

189

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

(V) Property, plant, and equipment

Details of changes in cost and depreciation of property, plant, and equipment of the Company in 2023 and 2022 are as follows:

Cost:
Balance on January 1, 2023
Add
Disposal
Balance on December 31, 2023
Balance on January 1, 2022
Add
Disposal
Transfers
Balance on December 31, 2022
Depreciation:
Balance on January 1, 2023
Depreciation
Disposal
Balance on December 31, 2022
Balance on January 1, 2022
Depreciation
Disposal
Balance on December 31, 2022
Carrying amounts:
December 31, 2023
January 1, 2022
December 31, 2022
Land
$ 140,142
-
-
$
140,142
$ 140,142
-
-
-
$
140,142
$ -
-
-
$
-
$ -
-
-
$
-
$
140,142
$
140,142
$
140,142
Buildings
75,172
-
-
75,172
75,094
78
-
-
75,172
37,057
1,820
-
38,877
34,973
2,084
-
37,057
36,295
40,121
38,115
Machinery
and
equipment
-
884
-
884
-
-
-
-
-
-
57
-
57
-
-
-
-
827
-
-
Office equipment
and others
28,717
5,005
(3,897)
29,825
34,913
1,313
(7,647)
138
28,717
24,468
3,184
(3,897)
23,755
28,181
3,934
(7,647)
24,468
6,070
6,732
4,249
Total
244,031
5,889
(3,897)

246,023

250,149
1,391
(7,647)
138
244,031

61,525
5,061
(3,897)

62,689

63,154
6,018
(7,647)

61,525

183,334

186,995

182,506

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, 2023 and 2022.

(VI) Right-of-use assets

Details of changes in the cost and depreciation of the Company's leased buildings and others are as follows:

190

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

Right-of-use asset costs:
Balance on January 1, 2023(December 31, 2023)
Balance on January 1, 2022
Add
Balance on December 31, 2022
Right-of-use asset depreciation:
Balance on January 1, 2023
Depreciation
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation
Balance on December 31, 2022
Carrying amounts:
December 31, 2023
January 1, 2022
December 31, 2022
(VII) Short-term loans
Secured bank loans
Unsecured bank loans
Total
Unused credit line
Interest rate
Building
$
5,723
Building
$
5,723
$
$
2,123
3,600
$ 5,723
$
1,608
1,908
$ 3,516
$
-
1,608
$ 1,608
$
2,207
$
2,123
$
4,115
  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.

191

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, 2023
$
2,290
$
305
December
31, 2022
2,264
2,594

For the maturity analysis of financial instruments, please refer to Note VI (XV). Amounts recognized as profit or loss are as follows:

2023
Interest expense on lease liabilities
$
44
Variable lease payments not included in the
measurement of lease liabilities
$
37
Gains from sublease of right-of-use assets
$
1,825
Expenses related to short term leases
$
3
Expenses related to leases of low value assets
(excluding short term leases of low value
assets)
$
73
Amounts recognized in the statements of cash flows are as follows:
2023
Total cash flows from leases
$
2,420
2022
59
33
1,825

305
50
2022
2,390

1. Leasing of buildings

The Company leased buildings as office premises. The lease term of the office premises was 3 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 3 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 1 year. 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

192

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

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 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 2023 and 2022 defined pension contributions were NT$6,428 thousand and NT$6,135 thousand, respectively, and were transferred to the Bureau of Labor Insurance.

  • (X) Income taxes

  • Income tax expense

  • (1) The Company's expenses for 2023 and 2022 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
2023
$ 31,173
7,836
(144)
38,865
5,874
$
44,739
2022
4,418
520
112
5,050
12,739
17,789
  • (2) The Company's 2023 and 2022 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
Foreign dividend income
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
2023
$
173,320
$ 34,664

(9,076)
16,212
(5,945)
-
7,836
(195)
1,243
$
44,739
2022
201,977
40,395

(8,045)
-

(13,418)
(2,763)
520

1,100
-
17,789

193

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, 2023 and 2022, 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, 2023
$
775,749
$
155,150
December
31, 2022
690,172

138,034
  • (2) Items not recognized as deferred tax assets by the Company are as follows: None

(3) Recognized deferred tax assets and liabilities

Changes in deferred tax assets and liabilities for 2023 and 2022 are as follows:

Deferred tax liabilities:
Balance on January 1, 2023
Debit/(credit) income
Balance on December 31, 2023
Balance on January 1, 2022
Debit/(credit) income
Balance on December 31, 2022
Deferred tax assets:
Balance on January 1, 2023
(Debit)/credit income
Balance on December 31, 2023
Balance on January 1, 2022
(Debit)/credit income
Balance on December 31, 2022
Investment
income
recognized
under the
equity method
(foreign)
Other

450

(450)
Total

38,252
6,608
$ 37,802
7,058
$
44,860


-
44,860
$ 25,706
12,096

-

450
25,706
12,546
$
37,802

450
38,252

Tax loss

Other
2,411
734
3,145

Total
2,411
734
3,145
2,604
(193)
2,411
$ -
-
$
-
$ 2,604
(2,604)
-

2,411
2,411

$
-
  1. The Company’s tax returns for the years up to 2021 were examined and approved by the tax authority.

194

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

(XI) Capital and other equity

For both December 31, 2023 and December 2022, 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. All payments for issued shares have been received.

The reconciliation table of the number of outstanding shares of the Company in 2023 and 2022 is as follows:

Unit: Thousand shares

2022 is as follows: 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
2023
2022
95,890
94,000
-
2,790
-
100
-
(1,000)
95,890
95,890
2022
94,000
2,790
100
(1,000)

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 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

195

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

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.

(2) Special reserve

In accordance with the rulings issued by the FSC, a special reserve equal to the total amount of items that are accounted for as deductions from shareholders' equity shall be set aside from the after-tax net profit in the period, plus items other than the after-tax net profit in the period, that are included in the current-period undistributed earnings and prior-period undistributed earnings. This special reserve shall revert to retained earnings and be made available for distribution when the items that are accounted for as deductions from shareholders' equity are reversed in subsequent periods.

196

Notes to the Parent Company Only Financial Statements of Welltend Technology Corporation (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 2022 and 2021 on March 23, 2023 and March 22, 2022.Other earnings distribution for 2022 and 2021 were approved by the general meetings of shareholder held on June 13, 2023 and June 14, 2022, respectively. The dividend amounts to be distributed to owners were as follows:

2022
Dividend
rate (NT$)
Amount
Dividends distributed to owners
of ordinary shares:
Cash dividend
$ 0.70
67,123
Stock dividend

-
$
67,123
2022 2022 2022 2021
Dividend
rate (NT$)
Amount

0.30
27,900
0.30
27,900
55,800
2021
Dividend
rate (NT$)
Amount

0.30
27,900
0.30
27,900
55,800
2021
Dividend
rate (NT$)
Amount

0.30
27,900
0.30
27,900
55,800
Amount Dividend
rate (NT$)

0.30
0.30


67,123
-

$
67,123
55,800

On March 12 2024, the Board of Directors of the Company proposed the earnings

distribution for 2023 with the amount of dividends distributed to owners as follows:

Dividends distributed to owners of ordinary shares:
Cash dividend
2023
Dividend
rate (NT$)
Amount
$ 0.30
28,767
Dividend
rate (NT$)
$ 0.30

Cash dividends and stock dividends are calculated based on the 95,890 thousand shares of the Company that have been issued as of March 12, 2024, and that are entitled to participate in the distribution.

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 2023 and 2022 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)
Number of
shares
(thousand
shares)
1,000
(1,000)
$ 14,262

(14,262)

-


$
-

197

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

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$)
Diluted earnings per share:
Net profit attributable to holders of ordinary shares of the
Company (diluted)
Weighted average number of ordinary shares outstanding
(basic) (thousand shares)
Impact of employee stock remuneration
Weighted average number of ordinary shares outstanding
(diluted) (thousand shares)
Diluted earnings per share (NT$)
2023
$
128,581
2022
184,188

95,890

95,868

$
1.34

1.92
$
128,581
184,188

95,890
247


95,868
432
96,137 96,300

$
1.34

1.91

(XIII) Revenue from customer contracts

198

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

1. Details of revenue

Primary regional markets:
Taiwan
Mainland China
Primary regional markets:
Taiwan
Mainland China
ract balances
Notes receivable
Accounts receivable
Less: Loss allowance
Contract liabilities
2023 Total
717,040
38,822
755,862
Information
Services
Department
1,209,114

41,263

1,250,377
January
1, 2022

3,742

105,050
(31)
108,761
159,007
Information
Services
Department
$ 717,040
19,573
Wire &
Connectors
Department

-
19,249
$
736,613
19,249

2022
Information
Services
Department
Information
Services
Department
$ 1,209,114
16,613

-
24,650
24,650
December
31, 2022

2,279

195,301
(2,448)
195,132
47,286
$
1,225,727

December
31, 2023
$ 4,450
176,849
(8,403)
$
172,896
$
20,395

2. Contract balances

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, 2023 and 2022, and the amounts recognized as revenue in 2023 and 2022 were NT$35,945 thousand and NT$152,964 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.

199

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

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 2023 and 2022 were NT$3,400 thousand and NT$7,700 thousand. Estimated amounts of the remuneration for directors and supervisors were NT$3,400 thousand and NT$6,400 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.

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 2023 and 2022 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.

200

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

(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, 2023
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)
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 1to 2years Over 2years
-

-
-
-
(348)
$ 696,000
2,595
118,619
47,188
348

(697,625)

(2,613)

(118,619)

(47,188)

(348)

(697,625)

(2,307)

(118,619)

(47,188)

-

-

(306)

-

-
-
$
864,750


(866,393)


(865,739)

(306)


(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)

-

-
-


-

(305)
-
-
(348)
$
896,384


(897,875)


(894,915)

(2,307)


(653)

201

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

The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or in significantly different amounts.

3. Exchange rate risk

(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, 2023 December 31, 2023 December 31, 2023 Foreign currency unit: $ thousand
December 31, 2022
Foreign currency unit: $ thousand
December 31, 2022
Foreign currency unit: $ thousand
December 31, 2022
Foreign
currency
Exchange
Rate
TWD Foreign
currency
Exchange
Rate
TWD
$ 4,058
2,004

238
USD/TWD
=30.705
HKD/TWD
=3.929
USD/TWD
=30.705
124,608
7,874
7,313

1,312

4,008

219
USD/TWD
=30.71
HKD/TWD
=3.938
USD/TWD
=30.71
40,285
15,784
6,728

(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, 2023 and 2022, then with all other factors remaining constant the impact on net profit before tax in 2023 and 2022 would be as follows:

USD (versus TWD)
Appreciate 5%
Depreciate 5%
HKD (versus TWD)
Appreciate 5%
Depreciate 5%
December 31,
2023
$ 5,865
(5,865)
394
(394)
December 31,
2022

1,678

(1,678)

789

(789)

(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 2023 and 2022 (both realized and unrealized) amounted to (NT$3,005) thousand and NT$5,752 thousand.

202

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

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,
2023
$ 103,542
361,000
December 31,
2022

43,957

531,000

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 2023 and 2022 would have decreased or increased by NT$644 thousand and NT$1,218 thousand, respectively. This would mainly be due to variable interest rate demand deposits and borrowings of the Company.

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
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount
$ 128,786

172,896
285
Fair value
Level 1

-

-

-
Level 2
-
-
-
Level 3
-
-
-
Total
-
-
-

203

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

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)
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)
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount
34,806
28,240
Fair value
Level 1
Level 2
Level 3

-
-
-
-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-
-
-
-
December 31, 2022
Total
-
-
-
-
-
-
-
-
$
365,013

$ 696,000
118,691
47,188
2,290
305
348
$
864,750
Carrying
amount
$ 33,870

195,132
219
34,800
24,752
Fair value Total
-
-
-
-
-
Level 1
-
-
-
-
-
Level 2
-
-
-
-
-
Level 3
-
-
-
-
-
$
288,773

204

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

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
$ 691,000
139,433
60,745
2,264
2,594
348
Fair value
Level 1

-

-

-

-

-
-
Level 2
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
Total
-
-
-
-
-
-
$
896,384

(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

(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,

205

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

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.

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.

206

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

(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, 2023.

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, 2023 and 2022.

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.

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.

207

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

(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, 2023
$ 975,174
1,534,661
696,000
64%
45%
December
31, 2022

998,303

1,485,708

691,000

67%

47%

(XVIII) Investing and financing activities not affecting current cash flows

The Company's non-cash transaction investment and financing activities in 2023 and 2022 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:

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, 2023
$ 691,000
348
4,858
Cash flows

5,000

-
(2,263)
Non-cash
changes
Others
-
-
-
-
Others
-
-
3,600
3,600
December
31, 2023
696,000
348
2,595
$
696,206

2,737
698,943

January
1, 2022
$ 689,956
348
3,201

Cash flows

1,044

-
(1,943)

December
31, 2022
691,000
348
4,858
$
693,505

(899)
696,206

208

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

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:

Name of related party
CHLERAISE ELECTRONIC CORPORATION (CELERAISE)
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)
Shanghai Zhansheng Electronics Co., Ltd. (Shanghai
Zhansheng)
Yield Profit International Enterprise Limited (Yield Profit
International)
Jet Success Technology Development Limited (Jet Success)
Kunshan Yiguan Electronic Technology Co., Ltd. (Kunshan
Yiguan)
Mr. Yun-Teng Chang
Relationship with the
Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Chairman of the Company

(II) Significant transactions with related parties

1. Operating revenue

The amounts of significant sales of the Company to related parties were as follows:

Subsidiary 2023
$
23,871
2022
20,818

The Company has no sales prices for subsidiary 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 subsidiary are 270 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.

209

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

2. Purchases

The amounts of purchases of the Company from related parties were as follows:

Subsidiary
Celeraise Hong Kong
Others
2023
$ 22,022
3,167
2022

21,819
1,275
$
25,189
23,094

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.

  1. Receivables from related parties

Details of the Company's receivables from related parties are as follows:

Accounts Related party category
Subsidiary:
Celeraise Hong Kong
Shanghai Zhansheng
THAILAND
December
31, 2023
$ 7,874
990
1,272
$
10,136
December
31, 2022
15,784

-
-
15,784
Accounts receivable

4. Payables to related parties

Details of the Company's receivables from related parties are as follows:

Accounts Related party category
Subsidiary:
December
31, 2023
$
7,472
December
31, 2022
Accounts payable 6,532

5. Loans to related parties

Interest receivable arising from the company’s previous loans to related parties; and interest receivable for the years ended December 31, 2023 and 2022, amounted to NT$285 thousand and NT$219 thousand, respectively, accounted for as other receivables - related parties.

210

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

6. Endorsements/Guarantees

Details of performance guarantees provided by related parties to the Company are as follows:

ws:
Subsidiary December
31, 2023
$
41,533
December
31, 2022
40,446

7. Leases

The Company leases some office floors to its subsidiaries and rent is charged monthly. Rental income for both 2023 and 2022 was NT$1,080 thousand. As of December 31, 2023 and 2022, all relevant funds had been recovered.

(III) Key management personnel transactions

  1. Compensation of key management personnel includes:
Short-term employee benefits 2023 2022
31,676
$
21,625

2. Guarantees provided

The total amounts of the Company's short-term loan contracts for December 31, 2023 and 2022, were NT$1,049,763 thousand and NT$1,141,775 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:

Asset name Purpose of
pledge
December
31, 2023
$ 140,142
36,295

34,800
28,240
$
239,477
December
31, 2022
Property, plant, and equipment - land
Property, plant, and equipment - buildings
Restricted bank 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.
Performance
guarantees and
bid deposits
140,142
38,115
34,800
24,752
237,809

IX. Significant commitments and contingencies: None .

X. Losses due to major disasters: None.

211

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

XI. Significant subsequent events: None.

XII. Other

The summary of current period employee benefits, depreciation, and amortization, by function, is as follows:

==> picture [498 x 410] intentionally omitted <==

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

Function 2023 2022
Under Under Under Under
Total Total
Nature operating operating operating operating
costs expenses costs expenses
Employee benefit expense
Salary expense 26,625 73,228 99,853 8,318 116,057 124,375
Health and labor insurance
expense 3,186 9,521 12,707 916 11,470 12,386
Pension expense 1,608 4,820 6,428 431 5,704 6,135
Director's remuneration - 4,335 4,335 - 6,735 6,735
Other employee benefit expense 1,796 5,645 7,441 462 6,330 6,792
Depreciation expense 758 6,570 7,328 1,458 6,527 7,985
Amortization expense - 2,148 2,148 - 1,898 1,898
Additional information on the number of employees and employee benefit expenses of the
Company in 2023 and 2022 is as follows:
2023 2022
Number of employees 171 177
Number of directors who do not concurrently serve as
employees 7 7
Average employee benefit expense $ 771 881
Average employee salary expense $ 609 732
Adjustments in average employee salary expense (17)%
Supervisor's remuneration $ - -
----- End of picture text -----

The 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.

212

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

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.

  1. 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 2023:

213

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

1. Loans to other parties:

==> picture [486 x 169] intentionally omitted <==

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

Number company lending funds The Name of borrower account Current a related Whether party during the Highest amount period Balance at period end of amountActual usage Interest rate Purposes financing borrowerof fund for the Transaction two amount for business between parties financingReasons for short term Allowance for bad debt NameCollateral Value counterpartieLoan limit for individual s Total loan limit
1 Jiun Tai THAILAND Other receivables Y 61,608 30,705 30,705 2%-4% Short-term financing - Operating turnover - None - 97,249 243,122
1 Jiun Tai Celeraise Hong Kong Other receivables Y 15,018 - - 1.5% Short-term financing - Operating turnover - None - 243,122 243,122
1 Jiun Tai Yield Profit International Other receivables Y 24,481 23,182 23,182 1.5% Short-term financing - Operating turnover - None - 243,122 243,122
2 Jet Success Yield Profit International Other receivables Y 21,625 - - 1.5% Short-term financing - Operating turnover - None - 300,588 300,588
2 Jet Success CELERAISE Other receivables Y 15,018 - - 2.0% Short-term financing - Operating turnover - None - 120,235 300,588
3 Shanghai Zhansheng Huizhou Zhanmao Other receivables Y 49,562 26,611 26,611 1.5% Short-term financing - Operating turnover - None - 101,599 101,599
4 Celeraise Hong Kong THAILAND Other receivables Y 49,200 49,128 49,128 2%-4% Short-term financing - Operating turnover - None - 440,843 1,102,106
4 Celeraise Hong Kong CELERAISE Other receivables Y 16,213 15,353 15,353 2.0% Short-term financing - Operating turnover - None - 440,843 1,102,106
----- End of picture text -----

  • 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.

  • Guarantees and endorsements for other parties:

==> picture [531 x 73] intentionally omitted <==

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

Number Name of Counterparty of guarantee and Endorsement/ Maximum Balance of Actual usage Guarantee Ratio of cumulative Endorsement/ Endorsement/ Endorsement/ Endorsement
endorsement/gua endorsement guarantee endorsement/ endorsement/ amount amount by endorsement/guara guarantee guarantee of guarantee of s/guarantees
rantee company Company name Relationship limit for single guarantee guarantee at endorsement of ntee amount to net maximum parent subsidiaries to the
enterprise balance for end of period property value of the most company for for parent mainland
the current guarantees recent financial subsidiaries company China region
period statements
The Company Celeraise Hong Subsidiary of the 1,534,661 81,063 76,763 - - 5.00% 1,534,661 Y N N
0 Kong/Jiun Tai Company
" Celeraise Subsidiary of the 1,534,661 142,220 50,000 - - 3.26% 1,534,661 Y N N
0 Technology Company
Celeraise The Company Parent company 328,737 42,946 41,533 41,533 - 63.17% 328,737 N Y N
1 Technology
----- End of picture text -----

  • 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$76,763 thousand (US$2,500 thousand). Note 3: 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.

214

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

  1. Related party transactions for purchases and sales with amounts exceeding NT$100 million or 20% of the paid-in capital:

==> picture [441 x 348] intentionally omitted <==

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

Unit: NT$ thousand
Company Transaction Relationship Transaction status Circumstances and Notes and accounts Notes
buying counterparty reasons why trading
(selling) conditions are receivable (payable)
goods different from ordinary
transactions
Buying Amount Ratio of Credit Unit price Credit Balance Ratio of
(selling) (Note 1) total period period total notes
goods purchas and
es accounts
(sales) receivable
(payable)
Huizhou Celeraise Hong Ultimate parent (Sales) (350,694) (55) % Monthly Prices are General 189,643 44% Note 1
Zhanmao Kong company is the settlement is not customer
same 270 days, significantly monthly
and the different settlement 60
payments from those of to 90 days
are made ordinary
based on customers
funding
needs
Celeraise Huizhou Zhanmao Ultimate parent Purchase 350,694 71 % Monthly Prices are General (189,977) (86)% Note 1
Hong Kong company is the settlement is not customer
same 270 days, significantly monthly
and the different settlement 60
payments from those of to 90 days
are made ordinary
based on customers
funding
needs
Celeraise Huizhou Zhanmao Ultimate parent (Sales) (113,550) (20) % Monthly Prices are General 73,599 30%Note 1
Hong Kong company is the settlement is not customer
same 270 days, significantly monthly
and the different settlement 60
payments from those of to 90 days
are made ordinary
based on customers
funding
needs
Huizhou Celeraise Hong Ultimate parent Purchase 113,550 22 % Monthly Prices are General (73,564) (56)% Note 1
Zhanmao Kong company is the settlement is not customer
same 270 days, significantly monthly
and the different settlement 60
payments from those of to 90 days
are made ordinary
based on customers
funding
needs
----- End of picture text -----

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:

==> picture [442 x 94] intentionally omitted <==

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

Unit: NT$ thousand
Company with Transaction Relationship Balance of Turnover Receivables overdue from Receivables Amount of
accounts counterparty receivables rate related parties amount from allowance
receivable from related Amount Action taken related parties for doubtful
parties recovered after accounts
the period
Celeraise Hong Kong Huizhou Ultimate parent 73,599 0.91 - - -
Zhanmao company is the
same
Huizhou Zhanmao Celeraise Hong Ultimate parent 189,643 2.28 - 29,332 -
Kong company is the
same
----- 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.

9. Trading in derivative instruments: None.

215

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

(II) Information on investees

  1. The Company's reinvestment business information is as follows (excluding investment in mainland China companies):

==> picture [455 x 225] intentionally omitted <==

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

Unit: Foreign currency thousands / thousand shares
Investing Investee company Region Main business items Original investment amount Held at end of period Profit or loss of Investment Notes
company name the investee gains and
name End of current End of prior Number of Ratio Carrying amount company for the losses
period period shares (Note 1) current period recognized in
(Note 1) (Note 1) (Note 2) the current
period (Note 2)
The A Team British Investment, trading, 16,538 16,538 500 100% 956 - - Subsidiary
Company Virgin and holding company
Islands
The Jiun Tai Hong Holding company 241,922 241,922 59,920 100% 248,714 16,943 16,943 〃
Company Kong
The Celeraise Technology Taiwan Information service 30,000 30,000 3,000 100% 65,751 31,817 31,817 〃
Company industry
The Leadpak Industrial Taiwan International trade 29,810 29,810 2,981 99.36% 31,339 13,649 13,561 〃
Company and other wholesale
and retail trade
The Celeraise Hong Kong Hong Manufacture and sale 191,996 191,996 50,300 99.99% 1,128,399 118,293 118,293 〃
Company Kong of wire and cable
connectors and
connectors
The CELERAISE Philippine Manufacture and sale 25,532 25,532 400 100% 242,875 (18,117) (18,117) 〃
Company s of wire and cable
connectors and
connectors
The THAILAND Thailand Manufacture and sale 182,136 182,136 18,275 100% 169,634 3,732 3,732 〃
Company of wire and cable
connectors and
connectors
Jiun Tai Celeraise Hong Kong Hong Manufacture and sale 1 1 - 1
Kong of wire and cable (HKD0.16) (HKD0.16) 0.01% (HKD0.16) - Recognized by 〃
connectors and
connectors Jiun Tai
Celeraise Yield Profit Hong Investment, trading, 61,292 61,292 15,600 100% 377,577 71,210 Recognized by Sub-subsi
Hong Kong International Kong and holding company (HKD15,600) (HKD15,600) (HKD96,100) (HKD17,883) Celeraise Hong diary
Kong
Jet Success Hong Investment, trading, 30,646 30,646 7,800 100% 300,588 8,756 〃 〃
〃 Kong and holding company (HKD7,800) (HKD7,800) (HKD76,505) (HKD2,199)
----- End of picture text -----

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

  • Relevant information such as the name and main business items of the investee company

  • in mainland China:

==> picture [450 x 162] intentionally omitted <==

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

Unit: Foreign currency thousands / thousand shares
Mainland China company nameinvestee Main business items amount (Note 3)Paid-in capital Investment method the current period amount remitted the beginning of from Taiwan at Accumulated investment (Note 3) Investment amount Outflowrecovered in the current remitted or period Inflow from Taiwan at the end of the current amount remitted period (Note 3)Accumulated investment Profit or loss of the investee company period (Note 4) for the current Company's direct Shareholding investment ratio of the or indirect Investment gains recognized in the (Notes 4 and 5) current period and losses investments at the end of the period Book value of (Note 3) Investment income the current periodrepatriated up to
Shanghai Minshi R&D and production of 15,352 Note 1 15,352 - - 15,352 - 100% - - -
industrial automation control, (US$500) (US$500) (US$500)
product quality control,
communication, and
electronic network computing
software
Shanghai Production of electronics, 51,431 Note 2 224,147 - - 224,147 10,754 100% 10,249 107,898 31,080
Zhansheng cable connectors, telephone (US$1,675) (US$7,300) (US$7,300) (RMB2,448) (RMB2,333) (RMB24,936) (RMB 7,000)
spare parts and small
household appliances; sales
of the company's own
products
Shenzhen Manufacture and sale of wire 45,799 Note 2 - - - - 7,002 100% 7,002 39,227 -
Zhansheng and cable connectors and (US$515 (RMB1,594) (HKD1,758) (HKD9,984)
connectors RMB$6,930)
(Note 6)
Celeraise Production and sale of wire - Note 2 30,705 - - 30,705 (Note 8) -% - (Note 8) -
Chenzhou connectors, electronic wire (US$1,000) (US$1,000)
products, etc.
Kunshan Yiguan Manufacture and sale of wire 30,705 Note 2 30,705 - - 30,705 9,008 100% 9,008 294,149 68,595
and cable connectors and (US$1,000) (US$1,000) (US$1,000) (RMB2,051) (HKD2,262) (HKD74,866) (RMB 15,818)
connectors, etc.
Huizhou Production and sale of wire 51,584 Note 2 - - - - 71,799 100% 71,787 401,394 -
Zhanmao connectors, electronic wire (US$1,680) (RMB16,344) (HKD18,028) (HKD102,162)
products and packaging (Note 7)
materials, etc.
----- End of picture text -----

  1. Limitations on investment in mainland China:

==> picture [461 x 73] intentionally omitted <==

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

Accumulated investment Investment amount approved Investment limit for the mainland
Company amount remitted from by the Investment Commission China area in accordance with
name Taiwan to mainland China of the Ministry of Economic the regulations of the Investment
at the end of the current Affairs (Note 3) Commission of the Ministry of
period (Note 3) Economic Affairs
The Company 300,909 (USD9,800) 371,223 (USD12,090) 920,797
----- End of picture text -----

216

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

Note 10: Shanghai Zhansheng passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings on September, 2023.Distribute cash dividend of RMB$ 7,000 thousand.

Note 11: Kunshan Yiguan passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings on September, 2023.Distribute cash dividend of RMB$ 15,818 thousand.

3. Material transactions with mainland China investee companies:

For direct or indirect material transactions between the Company and mainland China investee companies in 2023 (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”.

217

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

(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. 7,768,421
8.10%

XIV. Segment information

Please refer to the 2023 consolidated financial statements for details.

218

Welltend Technology Corporation
Schedule of cash and cash equivalents
December 31, 2023 Unit: NT$ thousand
Item Summary Amount
Cash on hand $ 120
Demand deposits 17,912
Foreign currency USD 1,655.43 thousand @30.705
deposits 50,830
Time deposits USD 1,951.61 thousand @30.705 59,924
$ 128,786
Schedule of notes and accounts receivable -
non-related parties
Customer
name
Notes receivable:
Others (Note)
Accounts receivable:
Company V
Company AA
Company AC
Others (Note)
Less: Loss allowance
Total
Summary
Operating revenue from
non-related parties
Operating revenue from
non-related parties

Amount
$ 4,450
10,694
12,403
20,355
123,261
166,713
(8,403)
$
162,760

Note: The balance of each item does not exceed 5% of the amount of this account and is not listed separately.

219

Welltend Technology Corporation

Schedule of inventories

December 31, 2023

Unit: NT$ thousand

Item
Goods held for sale
Less: Allowance for depreciation and inactive inventory
Amount
Cost
Net
realizable
value
$ 55,706
(1,254)
$
54,452
54,802
Amount
Cost
Net
realizable
value
$ 55,706
(1,254)
$
54,452
54,802
Cost
$ 55,706
(1,254)

54,802

$
54,452

220

Welltend Technology Corporation

Schedule of changes in investments using the

equity method

January 1 to December 31, 2023

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
-
(31,080)
-
(35,381)
(68,595)
-
-
(135,056)

Number of
shares
Shareholdin
g
percentage
Amount

956

248,714

31,339

65,751

1,128,399

242,875
169,634
A-Team Tech
Jiun Tai
Leadpak Industrial
Celeraise Technology
Celeraise Hong Kong
CELERAISE
THAILAND
500$ 974
59,920
267,120
2,981
17,778
3,000
69,315
50,300
1,093,730
400
255,661
18,275
164,422
$ 1,869,000

-

-

-

-

-

-
-
-
-
-
-
-
-
-
-
16,943
13,561
31,817
118,293
(18,117)
3,732
166,229
(18)
(4,269)
-
-
(15,029)
5,331
1,480
(12,505)

500

59,920
2,981
3,000

50,300

400
18,275

100%

100%

99.36%

100%

99.99%

100%

100%

956

243,122

31,355

65,747

1,102,106

242,875

169,634

None











$ 1,869,000 - 1,887,668

221

Welltend Technology Corporation

Schedule of changes in property, plant, and equipment

December 31, 2023

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
Cathay United Bank
Summary
Contract
period
Operating
turnover
amount
112.07~113.07

112.05~113.05

112.03~113.03

112.11~113.11

112.03~113.03

113.01~114.01

112.01~113.01

112.04~113.04

112.03~113.03
Interest rate
1.71%
-
0.5%~1.8%
-
1.78%
2.078%
1.77%
-
1.75%
Financing
amount
Collateral or
guarantee
$ 208,000
Land and
buildings
75,000
Certificates of
deposit
300,000
None
100,000
Land and
buildings
76,763
Reimbursement
account
40,000
Reimbursement
account
100,000
Reimbursement
account
80,000
Land and
buildings
70,000
None
$1,049,763
Amount
200,000
-
265,000
-
60,000
1,000
100,000
-
70,000
696,000

222

Welltend Technology Corporation Schedule of notes and accounts payable December 31, 2023

D
Customer name
Accounts payable:
Company J
Company H
Company I
Company X
Company Y
Others (Note)
Accounts payable - related parties
Total
ecember 31, 2023
Summary
Operating expenses from
non-related parties





Operating expenses of related
persons
Unit: NT$ thousand
Amount
$ 20,845
26,091
7,786
5,883
18,238
32,304
111,147
7,472
$
118,619

Note: The balance of each item does not exceed 5% of the amount of this account and is not listed separately.

Schedule of other payables

Item
Salaries and bonuses payable
Employee compensation payable
Health insurance premiums payable
Remuneration payable to directors
Others (Note)
Summary
Salary in December 2023 and estimated year-end
bonus in 2023
Labor fees and withholdings, etc., payable
Amount
$ 28,939
3,400
3,262
3,400
8,187
$ 47,188

Note: The balance of each account does not exceed 5% of the amount of this account and is not listed separately.

223

Welltend Technology Corporation Schedule of operating revenue January 1 to December 31, 2023

Unit: NT$ thousand

Item
Sales revenue:
Information products
Wire and connectors
Less: Returns and discounts
Others
Net operating revenue
Quantity Amount
$ 603,726
19,249
622,975
(87)

622,888
132,974
$
755,862

224

Welltend Technology Corporation

Schedule of operating costs

January 1 to December 31, 2023

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(reversed)
Total
Amount
$ 123,665
478,979
(55,706)
546,938
49,888
(496)
$
596,330

225

Welltend Technology Corporation Schedule of operating expenses

January 1 to December 31, 2023

Unit: NT$ thousand

Item
Salary expenses
Depreciation
Insurance expenses
Remuneration of directors
Labor fee
Others (Note)
Total
Marketing
Expenses
$ 42,667
1,256
6,487
-
2,388
15,213
$
68,011
Management
Expenses

30,561

5,314

3,738
3,400

4,255
19,489




66,757

Note: The balance of each item does not exceed 5% of the amount of this account and is not listed separately.

226

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, 2023 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 12, 2024

227

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, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and consolidated cash flows for the years ended December 31, 2023 and 2022.

Basis for Opinion

We perform audit work in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 2023 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:

228

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 2023 and 2022, 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.

229

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

230

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.

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 2023 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 Yu-Ting Hsin and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 12, 2024

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.

231

Welltend Technology Corporation and Subsidiaries

Consolidated Balance Sheet

December 31, 2023 and 2022

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 (XIV))
1300
Net inventories (Note VI (III))
1470
Other current assets(Note VI (IX))
1476
Other financial assets - current (Note VIII)

Non-current assets:
1600
Property, plant, and equipment (Notes VI (V) and VIII)
1755
Right-of-use assets (Notes VI (VI))
1780
Intangible assets
1840
Deferred tax assets (Note VI (XI))
1900
Other non-current assets (Note VIII)

Total assets
December 31, 2023 December 31, 2023 December 31, December 31, 2022
%

17

33

25

4
1
80

14

2

2

-
2
20
100
Liabilities and equity
Current liabilities:
2100
Short-term borrowings (Notes VI (VII),VII and VIII)
2130
Current contract liabilities (Note VI (XIV))
2170
Notes and accounts payable
2200
Other payables (Note VI (VIII) and VII)
2230
Current Tax Liabilities
2280
Current lease liabilities (Notes VI (IX) and VII)
2300
Other current liabilities

Non-current liabilities:
2570
Deferred tax liabilities (Note VI (XI))
2580
Non-current lease liabilities (Notes VI (IX) and VII)
2600
Other non-current liabilities
Total liabilities
Equity attributable to owners of parent(Note VI (XII)):
3100
Capital stock
3200
Additional paid-in capital
3300
Retained earnings
3400
Other equity
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2023 December 31, 2023 December 31, December 31, 2022
%

23

2

14

6

2

1

1
Amount
$ 827,360

841,117
594,251
61,907
36,849
% Amount

530,360

997,775

779,205

132,237
36,547

28

29

20

2
1
80

14

2

2

-
2
20
100
Amount
$ 696,000
26,374
372,604
135,539
51,905
25,699
21,177
% Amount

691,000

55,892

443,594

185,172

64,069

31,592
30,471

24

1

12

4

2

1

1

2,361,484

2,476,124

421,128
43,838
43,908
4,545
59,858


426,974

72,958

44,414
3,440
56,164

1,329,298


45

1,501,790


49

51,135
19,164
301


2

1

-


49,319

42,709
434


2

1

-

573,277

603,950
$
2,934,761
3,080,074 70,600
3
92,462
3

1,399,898


48

1,594,252


52

958,900
7,525
700,769
(132,533)


33

-

24

(5)


958,900
7,525

639,311
(120,028)


31

-

21

(4)

1,534,661



52

1,485,708



48

202


-

114


-
1534863
52
1485822
48
,,
$
2,934,761



100
,,
3,080,074



100

Chairman: Yun-Teng Chang

(Please refer to the attached notes to the parent company only financial statements) Manager: Jia-Xiang Lin

Accounting Supervisor: Wen-Pin Chen

232

Welltend Technology Corporation and Subsidiaries

Consolidated Statement of Comprehensive Income January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Operating revenue(Note VI (XIV)):
4110
Net sales revenue
4800
Other operating revenue
Operating costs(Notes VI (III), VI (IX), VI (X), VII, and XII):
5110
Cost of goods sold
5800
Other operating costs
5910
Operating margin
Operating expenses(Notes VI (VIX), VI (X), VI (XV), 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 (XVI))
7510
Interest expense (Notes VI (IX) and VII)
7590
Sundry expenses
7900
Net profit before tax
7950
Less: Income tax expense(Note VI (XI))
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 (XIII))
9750
Basic earnings per share (Unit: NT$)
9850
Diluted earnings per share (Unit: NT$)
2023 2022
Amount
$ 2,769,325
227,313
Amount
3,606,201
301,983
%

92
8
100

79
3
82
18

6

5
-
11
7
-
-
1

-
-
-

8
3
5
1
1
6

5
-
5

6
-
6
1.92
1.91
2,996,638 100 3,908,184
2,316,651
109,370

77
4
3,074,581
110,710
2,426,021 81 3,185,291
570,617 19 722,893
152,419
206,667
29,386

5

7
1

211,837
214,174
3,000

388,472 13 429,011
182,145 6 293,882
14,421
6,381
3,550
(13,265)
(5,879)

-

-

-

-

-
10,834
2,610
23,714
(11,233)
(7,954)


5,208

-

17,971
187,353
58,684

6
2
311,853
127,663
128,669 4 184,190
(12,505)
-

-
4
58,068

(12,505)
58,068

$
116,164
242,258

$ 128,581
88

4

-

184,188
2
$
128,669
4 184,190
$ 116,076
88

4

-
242,256
2
$
116,164
4 242,258
$ 1.34
1.34
$

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

233

Welltend Technology Corporation and Subsidiaries Consolidated Statement of Changes in Equity January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Equity attributable to owners of parent

Balance on January 1, 2022

Earnings allocation and distribution: Legal reserve approproated Special reserve approproated Cash dividends of ordinary share Common stock dividend distributable Capitalisation of employee compensation

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 Earnings allocation and distribution: Legal reserve approproated Reversal of special reserve Cash dividends of ordinary share

Net profit for the period

Other comprehensive income for the period Total comprehensive income for the period Balance on December 31, 2023

Share
capital from
common
stock
Additional
paid-in
capital
7,991
Retained earnings Retained earnings Other equity Other equity Treasury
shares
(14,262)
Total
equity
attributable
to owners
of the
parent
company
1,269,077
Non-contro
lling
interests
112
-
-

-
-
-
-
2
-
2
-
114
-
-
-
-
88
-
88
202
Total equity
Exchange
differences
on
translation
of foreign
financial
statements
(178,096)
Legal
reserve
80,516
13,074
-
-
-
-
13,074
-
-
-
-
93,590
18,419
-
-
18,419
-
-
-
112,009
Special
reserve
Total
1,269,189
-
-
(27,900)
-
2,275
(25,625)
184,190
58,068
242,258
-
1,485,822
-
-
(67,123)
(67,123)
128,669
(12,505)
116,164
1,534,863
$ 940,000 126,636 513,444
-
-
-
27,900
1,000
-
-
-

-
1,275

-
51,460
-
-
-
(13,074)

(51,460)
(27,900)
(27,900)
-

-

-

(27,900)

(27,900)
-
-
-

-

-
-
-
-
-
-
-
-
-
(27,900)
-
2,275
28,900 1,275 51,460 (120,334) (55,800) - - (25,625)
-
-
-
-
-
-

184,188
-
184,188
-
-
58,068
-
-
184,188
58,068
- - - 184,188 184,188 58,068 - 242,256
(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
-
-
-
-
-
-

-
(58,068)
-
(18,419)
58,068
(67,123)

-

-
(67,123)
-
-
-
-
-
-
-
-
(67,123)
- - (58,068) (27,474) (67,123) - - (67,123)
-
-
-
-
-
-
128,581
-
128,581
-
-
(12,505)
-
-
128,581
(12,505)
- - - 128,581 128,581 (12,505) - 116,076
$ 958,900 7,525 120,028 468,732 700,769 (132,533) - 1,534,661

(Please refer to the attached notes to the parent company only financial statements) Manager: Jia-Xiang Lin Accounting Supervisor: Wen-Pin Chen

Chairman: Yun-Teng Chang

234

Welltend Technology Corporation and Subsidiaries Consolidated Statement of Cash Flows

January 1 to December 31, 2023 and 2022

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 (Increase) in refundable deposits
Decrease (Increase) in other non-current assets
Acquisition of intangible assets
Decrease other financial assets
Net cash outflows from investing activities
Cash flows from financing activities:
Short-term borrowings
Repayment of lease liability principal
Decrease in other non-current liabilities
Issuance of cash dividend
Net cash outflows from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents for the period
Cash and cash equivalents at start of period
Cash and cash equivalents at end of period
2023
$ 187,353
2022
311,853
81,864
2,155
29,386
13,265
(6,381)
-
-

78,345

1,922

3,000

11,233

(2,610)
841
(3)
120,289
92,728
127,272
184,954
71,053
(302)

(211,000)

97,388

(51,321)
(290)

382,977

(165,223)
(29,518)
(70,990)
(49,584)
(9,294)


(147,714)

90,635

43,750
1,483
(11,846)
(177,069)

(159,386)

223,591
343,880
(84,341)
531,233
6,063
(13,314)
(69,169)


227,512

4,039

(10,968)
(62,484)

454,813

158,099
(40,555)
-
(4,875)
(1,285)
(1,649)
-

(46,088)
97

5,010

4,436

(875)
7,000
(48,364) (30,420)

5,000
(32,175)
(132)
(67,123)


1,044

(30,883)
-
(27,900)

(94,430)

(57,739)

(15,019)

47,609

297,000
530,360

117,549
412,811
$
827,360
530,360

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

Accounting Supervisor: Wen-Pin Chen

235

Welltend Technology Corporation and Subsidiaries Notes to the Consolidated Financial Statements 2023 and 2022

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

I. Company history

Welltend Technology Corporation (“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 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 12, 2024.

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, 2023, and this has not materially affected 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”

The Group has initially adopted the (following) new amendment, which do not have a significant impact on its consolidated financial statements, from May 23, 2023

  •  Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”

  • (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, 2024, will not materially affect the consolidated financial statements.

  • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • Amendments to IAS 1 “Non-current Liabilities with Covenants”

236

  • Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

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

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

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

  • Amendments to IFRS 17: “Initial Application of IFRS 17 and IFRS 9 - Comparative Information”

  • Amendments to IAS21“Lack of Exchangeability”

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.

237

(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, 2023
December
31, 2022
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%

238

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, 2023
December
31, 2022
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%

239

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Note1: CELRAISE was established in March 2015, 0.01% of the equity acquired in CELERAISE is held in the name of third party considering the relevant regulations of Philippines,.

Note2: THAILAND was established in June 2017, 0.01% of the equity acquired in THAILAND is held in the name of third party considering the relevant regulations of Thailand.

(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

240

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

(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

241

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

(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

242

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

and impairment losses are recognized in income. Upon derecognition, profits or losses shall be included in income.

  • (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.

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 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.

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.

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.

243

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

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

244

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

expected to be recoverable. The Group 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 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

245

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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 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.

246

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

247

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.

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

248

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

  1. 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.

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.

249

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(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.

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 1 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

250

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

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 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, connectors and information equipment. 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

251

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

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

252

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

  1. 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) 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

253

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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. Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction (i) affects neither accounting nor taxable profits (losses) and (ii) does not give rise to equal taxable and deductible temporary differences;

  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.

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;

  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.

(XVI) 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,

254

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

(XVII) 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.

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

The preparation of the consolidated financial statements in conformity 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, 2023
$ 1,821
583,633
241,906
$ 827,360
December
31, 2022


1,469
483,359
45,532
530,360

255

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Please refer to Note VI (XVI) 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, 2023
$ 4,739
867,403
872,142
(31,025)
$
841,117
December
31, 2022
2,459
1,019,188
1,021,647
(23,872)
997,775

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, 2023 December 31, 2023 December 31, 2023
Carrying
amount of
notes and
accounts
receivable
Weighted
average
expected
credit loss
ratio
Allowance for
lifetime
expected
credit losses
-
31,025
Level A
Level B
$ 793,625
78,517
-%
39.51%
$
872,142
31,025
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

256

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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, 2023
$ 678,504
107,941
19,628
66,069
$
872,142
December
31, 2022
781,527
140,863
44,844
54,413
1,021,647

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
2023
$ 23,872
29,386
(22,041)
(192)
$
31,025
2022
20,856
3,000

(636)
652

23,872

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, 2023 and 2022, none of the Group's notes and accounts receivable were pledged as collateral.

Please see note VI (XVI) for the risk and sensitivity analysis of exchange rates for the Group's notes and accounts receivable for 2023 and 2022. (III) Inventories

Raw materials
Works in process
Finished goods
Goods held for sale
December
31, 2023
$ 357,113
88,026
74,932
74,180
$
594,251
December
31, 2022

473,707

88,772

86,440
130,286
779,205
  1. The cost of inventories recognized as cost of goods sold and as expenses by the

257

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Group in 2023 and 2022 were NT$2,394,205 thousand and NT$3,142,665 thousand respectively.

  1. In 2023 and 2022, the Group recognized inventory depreciation and inactive inventory of NT$31,816 thousand and NT$42,626 thousand, respectively, due to the write-down of inventories to the net realizable value, and this has been reported as cost of goods sold.

  2. As of December 31, 2023 and 2022, none of the Group's inventories were pledged as collateral.

(IV) Other current assets

The other current assets of the Group were as follows:

Tax credits
Prepaid expense
Others
December
31, 2023
$ 38,673
9,706
13,528
$
61,907
December
31, 2022
103,430
15,647
13,160
132,237
  • (V) 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, 2023
$ 203,683
Add
-
Disposal
-
Transfers
-
Effect of movements in exchange rates
569
Balance on December 31, 2023
$
204,252
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
Land
Cost or deemed cost:
Balance on January 1, 2023
$ 203,683
Add
-
Disposal
-
Transfers
-
Effect of movements in exchange rates
569
Balance on December 31, 2023
$
204,252
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
Buildings

152,993
-
-
-
339
Machinery
and
equipment

317,698
13,791
(8,312)
2,466
72
Office
equipment
and others

141,201

26,764

(6,106)

-
(583)
Total

815,575

40,555

(14,418)
2,466

397

$
204,252
153,332 325,715
161,276

844,575


148,453
78
-
-
4,462


295,715

15,509
(5,756)
-
12,230


132,149

30,501

(27,791)
3,020
3,322


775,807

46,088

(33,547)

3,020
24,207

$
203,683
152,993 317,698 141,201 815,575

258

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Land
Depreciation and impairment loss:
Balance on January 1, 2023
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2023
$
-
Balance on January 1, 2022
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2022
$
-
Carrying amounts:
December 31, 2023
$
204,252
January 1, 2022
$
199,490
December 31, 2022
$
203,683
Land
Depreciation and impairment loss:
Balance on January 1, 2023
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2023
$
-
Balance on January 1, 2022
$ -
Depreciation in the current year
-
Disposal
-
Effect of movements in exchange rates
-
Balance on December 31, 2022
$
-
Carrying amounts:
December 31, 2023
$
204,252
January 1, 2022
$
199,490
December 31, 2022
$
203,683
Buildings
50,191
5,581
-
(65)
Machinery
and
equipment

238,700

20,399
(8,312)

129
Office
equipment
and others

99,710

24,036

(6,106)
(816)
Total

388,601

50,016

(14,418)

(752)

$
-

55,707

250,916

116,824


423,447

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
$
204,252

97,625

74,799

44,452

421,128

$
199,490

104,389

83,522

27,054

414,455

$
203,683

102,802

78,998

41,491

426,974
  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, 2023 and 2022.

(VI) 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, 2023
Add
Less
Effect of movements in exchange rates
Balance on December 31, 2023
Buildings
$ 111,749
2,806
(2,528)
(974)
$
111,503

Transportati
on
equipment
and others

3,735
-
-
24
3,759
Total

115,484
2,806
(2,528)
(950)
114,812

259

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Balance on January 1, 2022
Add
Less
Effect of movements in exchange rates
Balance on December 31, 2022
Right-of-use asset depreciation:
Balance on January 1, 2023
Depreciation in the current year
Less
Effect of movements in exchange rates
Balance on December 31, 2023
Balance on January 1, 2022
Depreciation in the current year
Less
Effect of movements in exchange rates
Balance on December 31, 2022
Carrying amounts:
December 31, 2023
January 1, 2022
December 31, 2022
Buildings
$ 107,620
59,742
(57,704)
2,091
$
111,749
$ 41,489
30,820
(2,528)
(880)
$
68,901
$ 67,194
30,499
(57,552)
1,348
$
41,489
$
42,152
$
40,426
$
70,260
Transportati
on
equipment
and others

3,312

1,203

(949)
169
3,735

1,037

1,028
-
8
2,073

911

1,024

(949)
51
1,037
1,686
2,401
2,698


Total

110,932

60,945

(58,653)
2,260
115,484

42,526

31,848
(2,528)
(872)
70,974

68,105

31,523

(58,501)
1,399
42,526
43,838
42,827
72,958



The Group leased factories and offices from other related parties as of December 31, 2023 and 2022, please refer to Note VII for details. (VII) Short-term loans

Details of short-term loans of the Group are as follows:

Non-Secured bank loans
Secured bank loans
Total
Unused credit line
Interest rate
December
31, 2023
$ 335,000
361,000
$
696,000
$
403,763
0.50%~2.078%
December
31, 2022

160,000
531,000
691,000

500,775

1.25%~1.85%

260

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  1. For information about the Group's exchange and interest rate and liquidity risks, and sensitivity analysis, please refer to Note VI (XVI) 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.

(VIII) Other payables

Details of Other payables of the Group are as follows:

Annual bonuses payable
Salaries payable
Payable for remuneration due to directors and
employees
Other expenses payable
December
31, 2023
December
31, 2022
$ 46,254
37,166
8,040
44,079
60,474
40,727

16,800
67,171
$
135,539
185,172

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.

(IX) Lease liabilities

Book value of the Group’s lease liabilities is as follows

Current
Non-current
December
31, 2023
$
25,699
December
31, 2022
31,592
42,709
$
19,164

For the maturity analysis, please refer to Note VI (XVI).

Amounts recognized as profit or loss are as follows:

Interest expense on lease liabilities
Variable lease payments not included in the
measurement of lease liabilities
Gains from sublease of right-of-use assets
Expenses related to short term leases
2023
$
760
$
38
$
746
$
2,949
2022
1,080

33
745
3,909

261

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

2023 2022
Expenses related to leases of low value assets
(excluding short term leases of low value
assets) $
154
131
Amounts recognized in the consolidated statements of cash flows are as follows:
2023 2022
Total cash flows from leases $
36,076
36,036
  1. Leasing of buildings

The Group leases buildings as offices and factories. The lease period for is three years for offices and 3 to 20 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 3 years.

Lease payments for some contracts are calculated based on the actual usage of the lease.

The Group also leases office space and office equipment and vehicle with contract terms of 1 to 5 years. These leases are low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.

(X) 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 2023 and 2022 defined pension contributions were NT$11,661 thousand and NT$11,111 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$12,177 thousand and NT$12,224 thousand in 2023 and 2022, respectively.

262

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(XI) Income taxes

1. Income tax expense

  • (1) Details of income tax expenses of the Group in 2023 and 2022 are as follows:
2023 2022
Income tax expense for the current
period:
Generated in the current period $ 50,005 103,389
Undistributed surplus earnings 7,836 520
57,841 103,909
Deferred tax expense 843 23,754
Income tax expense $ 58,684 127,663
Group's 2023 and 2022 income tax expenses and pre-tax net profits were
ollows:
2023 2022
Net profit before tax $ 187,353 311,853
Income tax calculated at the domestic tax
rate of the Company's location $ 67,474 125,133
Foreign dividend income - 14,353
Current-year losses for which no deferred
tax asset was recognized (1,663) (2,733)
Changes in unrecognized temporary
differences (6,157) (13,509)
Undistributed surplus earnings 7,836 520
Others (8,806) 3,899
Income tax expense $ 58,684 127,663

(2) The Group's 2023 and 2022 income tax expenses and pre-tax net profits were adjusted as follows:

  1. Deferred tax assets and liabilities

(1) Unrecognized deferred tax liabilities

Temporary differences related to investment subsidiaries on December 31, 2023 and 2022, 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:

263

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Aggregated amount of temporary
differences related to investment
subsidiaries
Amounts not recognized as deferred tax
liabilities
ecognized deferred tax assets
Deductible temporary differences
Tax loss
December
31, 2023
December
31, 2022
$
775,749
$
155,150
December
31, 2023
690,172
138,034
December
31, 2022
$ -
-
$
-
288
1,663

1,951

(2) Unrecognized deferred tax assets

(3) Recognized deferred tax liabilities and assets

Changes in deferred tax liabilities and assets for 2023 and 2022 are as follows:

Deferred tax liabilities:
Balance on January 1, 2023
Debit/(credit) income
Effect of movements in exchange rates
Balance on December 31, 2023
Balance on January 1, 2022
Debit/(credit) income
Effect of movements in exchange rates
Balance on December 31, 2022
Deferred tax assets:
Balance on January 1, 2023
(Debit)/credit income
Balance on December 31, 2023
Investment
income
recognized
under the
equity method
(foreign)
$ 37,802
7,058
-
Others

11,517

(5,110)
(132)
Total

49,319

1,948
(132)
$
44,860

6,275

51,135

$ 25,706
12,096
-


-

11,552
(35)

25,706

23,648
(35)
$
37,802

11,517

49,319

Tax loss
$ -
-

Others
3,440
1,105
4,545

Total

3,440
1,105
4,545
$
-

264

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Balance on January 1, 2022
(Debit)/credit income
Balance on December 31, 2022
Tax loss
$ 2,604
(2,604)
$
-
Others

942
2,498
3,440
Total

3,546
(106)

3,440

3. Income tax approval status

Tax returns by the Company, by Celeraise Technology and by Leadpak Industrial for the years up to 2021 were examined and approved by the tax authority.

(XII) Capital and other equity

For both December 31, 2023 and December 2022, 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. All payments for issued shares have been received.

The reconciliation table of the number of outstanding shares of the Company in 2023 and 2022 is as follows:

Unit: Thousand shares

and 2022 is as follows: 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
2023
2022
95,890
94,000
-
2,790
-
100
-
(1,000)
95,890
95,890
2022
94,000
2,790
100
(1,000)
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 exceed 10% of the paid-in capital.

265

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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 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 the rulings issued by the FSC, a special reserve equal to the total amount of items that are accounted for as deductions from shareholders' equity shall be set aside from the after-tax net profit in the period, plus items other than the after-tax net profit in the period, that are included in the current-period undistributed earnings and prior-period undistributed earnings.

266

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

This special reserve shall revert to retained earnings and be made available for distribution when the items that are accounted for as deductions from shareholders' equity are reversed in subsequent periods.

(3) Earnings distribution

The Company respectively passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings for 2022 and 2021 on March 23, 2023 and March 22, 2022.Other earnings distribution for 2022 and 2021 were approved by the general meetings of shareholder held on June 13, 2023 and June 14, 2022, respectively. The dividend amounts to be distributed to owners were as follows:

Dividends distributed to
owners of ordinary shares:
Cash dividend
Stock dividend
2022 2022 2021
Dividend
rate (NT$)
Amount

0.30
27,900
0.30
27,900
55,800
Dividend
rate (NT$)
$ 0.70
-
Amount Dividend
rate (NT$)

0.30
0.30

67,123
-
$
67,123

On March 12 2024, the Board of Directors of the Company proposed the

earnings distribution for 2023 with the amount of dividends distributed to owners as follows:

as follows:
Dividends distributed to owners of ordinary shares:
Cash dividend
2023
Dividend
rate (NT$)
Amount
$ 0.30
28,767
Dividend
rate (NT$)
$ 0.30

Cash dividends and stock dividends are calculated based on the 95,890 thousand shares of the Company that have been issued as of March 12, 2024, and that are entitled to participate in the distribution.

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 2023 and 2022 are as follows:

267

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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)
-
$
-

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.

(XIII) 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$)
Diluted earnings per share:
Net profit attributable to holders of ordinary
shares of the Company (diluted)
Weighted average number of ordinary shares
outstanding (basic) (thousand shares)
Impact of employee stock remuneration
Weighted average number of ordinary shares
outstanding (diluted) (thousand shares)
Diluted earnings per share (NT$)
2023
$
128,581
2022
184,188

95,890

95,868

$
1.34

1.92
$
128,581
184,188

95,890
247


95,868
432
96,137 96,300

$
1.34

1.91

268

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(XIV) Revenue from customer contracts

1. Details of revenue

Primary regional markets:
Taiwan
Mainland China
Philippines
Thailand
Primary regional markets:
Taiwan
Mainland China
Philippines
Thailand
tract balances
Notes receivable
Accounts receivable
Less: Loss allowance
Contract liabilities
2023 Total
1,170,396

1,017,510

464,710
344,022
2,996,638
Total
1,615,734

1,237,128

726,030

329,292

3,908,184
January
1, 2022

3,865

806,766
(20,856)
789,775
January
1, 2022
203,606
Information
Services
Department
$ 1,170,396
-
-
-
$
1,170,396
Wire &
Connectors
Department

-
1,017,510
464,710
344,022
1,826,242
2022
Information
Services
Department
$ 1,615,734
-
-
-
$
1,615,734
December
31, 2023
$ 4,739
867,403
(31,025)
$
841,117
December
31, 2023
$
26,374
Wire &
Connectors
Department

-
1,237,128
726,030
329,292
2,292,450
December
31, 2022

2,459

1,019,188
(23,872)
997,775
December
31, 2022
55,892

2. Contract balances

Please refer to Note VI (II) for the details of notes and accounts receivable and their impairment.

269

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

The opening balances of contract liabilities for January 1, 2023 and 2022, and the amounts recognized as revenue in 2023 and 2022 were NT$39,678 thousand and NT$192,307 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.

(XV) 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 2023 and 2022 were NT$3,400 thousand and NT$7,700 thousand. Estimated amounts of the remuneration for directors and supervisors were NT$3,400 thousand and NT$6,400 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.

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 2023 and 2022 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.

270

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

(XVI) 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 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).

2. Liquidity risk

The table below shows the contractual maturity dates of financial liabilities, including estimated interest and impact of netting agreements.

December 31, 2023
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)
Carrying
amount
Contractual
cash flows
(697,625)
(372,604)
(135,539)

(46,995)

(301)
Within 1year 1to 2years Over 2years
-
-
-

(17,672)
(301)
$ 696,000
372,604
135,539
44,863
301
(697,625)
(372,604)
(135,539)

(26,114)

-

-

-

-

(3,209)
-
$ 1,249,307

(1,253,064)


(1,231,882)

(3,209)


(17,973)

271

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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)
Carrying
amount
Contractual
cash flows
Within 1year 1to 2years Over 2years
-
-
-

(19,248)
(434)

(19,682)
$ 691,000
443,594
185,172
74,301
434
(692,430)
(443,594)
(185,172)

(77,089)

(434)
(692,430)
(443,594)
(185,172)

(32,321)

-

-

-

-

(25,520)
-
$ 1,394,501

(1,398,719)


(1,353,517)

(25,520)

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or in significantly different amounts.

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
December 31, 2023 December 31, 2023 December 31, 2023 Foreign currency unit: $ thousand
December 31, 2022
Foreign currency unit: $ thousand
December 31, 2022
Foreign currency unit: $ thousand
December 31, 2022
Foreign
currency
$ 5,479

18,206

18,206

6,691

1,528
Exchange
rate
USD/TWD
=30.705

USD/RMB
=7.096

USD/HKD
=7.815

USD/PHP
=55.324

USD/THB
=34.041
TWD Foreign
currency
Exchange
rate
TWD
168,222
559,003
559,007
205,443
46,916

1,463

21,586

23,261

8,695

809
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

272

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Financial
liabilities
Monetary
items
USD
USD
USD
USD
USD
December 31, 2023 December 31, 2023 December 31, 2023 December 31, 2022 December 31, 2022 December 31, 2022
Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
TWD
1,020
2,903
7,546
4,953
5,979
USD/TWD
=30.705
USD/RMB
=7.096
USD/HKD
=7.815
USD/PHP
=55.324
USD/THB
=34.041
31,326
89,144
231,708
152,083
183,584

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
6,728
203,060
402,347
246,237
144,511

(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, 2023 and 2022, then with all other factors remaining constant the impact on income in 2023 and 2022 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%
December
31, 2023
$ 6,845
(6,845)
23,493
(23,493)
16,365
(16,365)
2,668
(2,668)
December
31, 2022
1,911
(1,911)
22,993
(22,993)
15,601
(15,601)
1,039
(1,039)

273

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

USD (versus THB)
Appreciate 5%
Depreciate 5%
December
31, 2023
(6,833)
6,833
December
31, 2022
(5,983)
5,983

(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 2023 and 2022, the net exchange gains (including realized and unrealized) amounted to NT$3,550 thousand and NT$23,714 thousand, respectively.

4. Interest rate analysis

The Group'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, 2023
$ 618,423
361,000
December
31, 2022
518,149
531,000

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 2023 and 2022 would be as follows, mainly due to the Group’s variable interest rate demand deposits and borrowings:

Interest rates increase by 25 bps
Interest rates decrease by 25 bps
2023
$ 644
(644)
2022
(32)
32

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

274

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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 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)
Financial assets measured at
amortized cost
Cash and cash equivalents
Net notes and accounts
receivable
Other financial
assets-current
December 31, 2023 December 31, 2023 December 31, 2023
Carrying
amount
$ 827,360
841,117
36,849
56,487
Fair value
Level 1
Level 2
Level 3

-
-
-

-
-
-

-
-
-
-
-
-

-
-
-

-
-
-

-
-
-

-
-
-

-
-
-
-
-
-
December 31, 2022
Total
-
-
-
-
-
-
-
-
-
-
$ 1,761,813

$ 696,000
372,604
135,539
25,699
19,164
301
$ 1,249,307
Carrying
amount
$ 530,360
997,775
36,547
Fair value Total
-
-
-
Level 1
-
-
-
Level 2
-
-
-
Level 3
-
-
-

275

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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
51,612
Fair value
Level 1
-

-

-

-

-

-
-
Level 2
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
$ 1,616,294

$ 691,000
443,594
185,172
31,592
42,709
434
$ 1,394,501
  • (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.

(XVII) 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

276

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.

(2) Investments

The credit risk of bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Group's financial

277

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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, 2023.

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 (VII) for unused bank facilities of the Group as of December 31, 2023 and 2022.

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.

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

278

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

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.

(XIVIII) 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, 2023
December
31, 2022
$ 1,399,898
1,534,863
696,000
91%
45%
1,594,252
1,485,822
691,000
107%
47%

(XIX) Investing and financing activities not affecting current cash flows

The Group's non-cash transaction investment and financing activities in 2023 and 2022 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:

279

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, 2023
$ 691,000
432
74,301
$ 765,735
January
1, 2022
$ 689,956
432
43,494
$ 733,882
Cash
flows

5,000

(132)
(32,175)
(27,307)
Cash
flows

1,044

-
(30,883)
(29,839)
Non-cash changes
Exchange
rate
changes
-
(1)
(69)
December
31, 2023
Others

-

-
2,806
2,806
Non-cash
696,000

301
44,863

(70)
741,164

changes
Exchange
rate
changes
-
2
900

December
31, 2022
Others

-
-
60,790
60,790
691,000

434
74,301
902 765,735

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 Director of the Company Kunshan Mingmao Electronics The responsible person is a relative within Co., Ltd. (Kunshan Mingmao) one degree of kinship of the chairman of the Company

Year Jan Industrial Co., Ltd. The responsible person is a relative within one degree of kinship of the chairman of the Company

ILOFA REALTY INC. (ILOFA) The responsible person is a director of the Company

  • (II) Significant transactions with related parties

1. Payables to related parties

Details of lease liabilities to related parties for the Group’s leasing of real estate to related parties are as follows:

280

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

Accounts Related party
category
Senior management
Other related
parties
December
31, 2023
$ 2,736
4,892
December
31, 2022
2,724
4,983
Other payables
$
7,628
7,707

2. Leases

  • (1) In January and April of 2022, the Group leased offices and parking spaces from other related parties, Year Jan Industrial Co., Ltd. with the rent determined by market conditions and signing 1 year lease agreement. The expected renewal period is 3 years. The total contract values were NT$5,825 thousand and NT$1,097 thousand, respectively.

  • (2) The Group leased a plant from another related party, Kunshan Mingmao, with the rent determined by market conditions and signing 1 year lease agreement. The expected lease term is 3 years, and the total contract value is NT$58,236 thousand.

  • (3) In January of 2019, the lease of the plant was renewed with other related parties, ILOFA The rent determined by market conditions and signing a 2 years lease agreement. The expected lease term is 20 years, and the total contract value is NT$27,701 thousand.

  • (4) In May of 2020, the Group leased offices from Key management personnel of the Group, and the rent was determined according to market conditions. The expected lease term is 3 years and the total contract value is NT$2,417 thousand. In May of 2023, the lease of the office was renewed with Key management personnel of the Group and signing 3 years lease agreement. The expected lease term is 3 years, and the total contract value is NT$2,819 thousand.

  • (5) Details of its lease liabilities and interest expenses are as follows

YEAR JAN
Kunshan Mingmao
ILOFA
Senior management
Lease liability
balance
December
31, 2023
December
31, 2022
$ 2,595
4,858
18,521
37,520
18,038
18,734
2,163
283
$ 41,317
61,395
Interest
expense
2023
2022
44
58
329
544
259
264
25
10
657
876
Interest
expense
2023
2022
44
58
329
544
259
264
25
10
657
876
December
31, 2023
$ 2,595
18,521
18,038
2,163
$ 41,317
2023
44
329
259
25
657
876

281

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

==> picture [157 x 26] intentionally omitted <==

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

2023 2022
$ 31,428 44,612
----- End of picture text -----

2. Guarantees provided

The total amounts of the Group's loan contracts for December 31, 2023 and 2022 were NT$1,099,763 thousand and NT$1,191,775 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
December
31, 2023
$ 140,142
36,295
34,800

56,487
December
31, 2022

140,142

38,115

34,800
51,612
Property, plant, and equipment - land
Property, plant, and equipment - buildings
Restricted bank deposits (accounted for as
other financial assets - current)
Deposits made (accounted for as other
non-current assets)
short-term loans
short-term loans
short-term loans
Performance
guarantees and
bid deposits
$
267,724
264,669

IX. Significant commitments and contingencies: None

X. Losses due to major disasters: None.

XI. Significant subsequent events: None.

282

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:

==> picture [447 x 236] intentionally omitted <==

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

Function 2023 2022
Under Under Under Under
Nature operating operating operating operating
Total Total
costs expenses costs expenses
Employee benefit
expense
Salary expense 322,555 192,599 515,154 341,826 250,601 592,427
Health and labor
insurance expense 20,453 15,340 35,793 15,475 18,240 33,715
Pension expense 14,381 9,457 23,838 12,798 10,537 23,335
Other employee
benefit expense 15,997 12,660 28,657 14,988 20,647 35,635
Depreciation expense 58,139 23,725 81,864 55,808 22,537 78,345
Amortization expense - 2,155 2,155 - 1,922 1,922
----- End of picture text -----

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 2023:

1. Loans to other parties:

==> picture [472 x 137] intentionally omitted <==

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

Number company lending funds The borrower Name of account Current a related Whether party during the Highest amount period Balance at period end of amountActual usage Interest rate Purposes financing borrowerof fund for the Transactiontwo amount for business between parties Reasons for short term financing Allowance for bad debt NameCollateralValue counterpartiesLoan limit for individual Total loan limit
1 Jiun Tai THAILAND Other Y 61,608 30,705 30,705 2%-4% Short-term - Operating - None - 97,249 243,122
receivables financing turnover
1 Jiun Tai Celeraise Hong Other Y 15,018 - - 1.5% Short-term - Operating - None - 243,122 243,122
Kong receivables financing turnover
1 Jiun Tai Yield Profit Other Y 24,481 23,182 23,182 1.5% Short-term - Operating - None - 243,122 243,122
International receivables financing turnover
2 Jet SuccessYield Profit Other Y 21,625 - - 1.5% Short-term - Operating - None - 300,588 300,588
International receivables financing turnover
2 Jet SuccessCELERAISE Other Y 15,018 - - 2.0% Short-term - Operating - None - 120,235 300,588
receivables financing turnover
3 Shanghai Huizhou Other Y 49,562 26,611 26,611 1.5% Short-term - Operating - None - 101,599 101,599
Zhansheng Zhanmao receivables financing turnover
4 Celeraise THAILAND Other Y 49,200 49,128 49,128 2%-4% Short-term - Operating - None - 440,843 1,102,106
Hong Kong receivables financing turnover
4 Celeraise CELERAISE Other Y 16,213 15,353 15,353 2.0% Short-term - Operating - None - 440,843 1,102,106
Hong Kong receivables financing turnover
----- End of picture text -----

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.

283

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • 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.

  1. Guarantees and endorsements for other parties:

==> picture [498 x 90] intentionally omitted <==

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

Counterparty of guarantee and Ratio of
Number endorsement/guarantee company Name of Company nameendorsementRelationship limit for single Endorsement/enterprise guarantee endorsement/balance for the current guarantee Maximum period endorsement/end of periodguarantee at Balance of amountActual usage endorsement guaranteesof property amount by Guarantee amount to net endorsement/most recent value of the cumulative guarantee financial Endorsement/guarantee maximum Endorsement/guarantee of company for subsidiariesparent Endorsement/guarantee of subsidiaries for parent company Endorsements/guarantees to the mainland China region
statements
0 The Company Celeraise Hong Subsidiary of the 1,534,661 81,063 76,763 - - 5..00% 1,534,661 Y N N
Kong/Jiun Tai Company
0 〃 Celeraise Subsidiary of the 1,534,551 142,220 50,000 - - 3.26% 1,534,661 Y N N
Technology Company
1 Celeraise The Company Parent company 328,737 42,946 41,533 41,533 - 63.17% 328,737 N Y N
Technology
----- End of picture text -----

  • 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$76,763 thousand (US$2,500 thousand). Note 3: 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 4: 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
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 Ratio of total
notes and
accounts
receivable
(payable)
Huizhou
Zhanmao
Celeraise
Hong Kong
Celeraise Hong
Kong
Huizhou
Zhanmao
Ultimate parent
company is the
same
Ultimate parent
company is the
same
(Sales) (350,694)
Purchase
350,694

(55) %

71 %
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
Prices are not
significantly
different from
those of
ordinary
customers
Prices are not
significantly
different from
those of
ordinary
customers
General
customer
monthly
settlement 60
to 90 days
General
customer
monthly
settlement 60
to 90 days
186,643
44% Note 1
(189,977)
(86)% Note 1

284

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

==> picture [442 x 190] 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 notes and
goods purchases accounts
(sales) receivable
(payable)
Celeraise Huizhou Zhanmao Ultimate parent (Sales) (113,550) (20) % Monthly Prices are not General 73,599 30% Note 1
Hong Kong company is the settlement is significantly customer
same 270 days, different from monthly
and the those of settlement 60
payments ordinary to 90 days
are made customers
based on
funding
needs
Huizhou Celeraise Hong Ultimate parent Purchase 113,550 22 % Monthly Prices are not General (73,564) (56)% Note 1
Zhanmao Kong company is the settlement is significantly customer
same 270 days, different from monthly
and the those of settlement 60
payments ordinary to 90 days
are made customers
based on
funding
needs
----- End of picture text -----

Note 1: 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

==> picture [442 x 84] intentionally omitted <==

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

Company with Transaction Relationship Balance of Turnover Receivables overdue from Receivables Amount of
accounts counterparty receivables rate related parties amount from allowance
receivable from related Amount Action taken related parties for doubtful
parties recovered after accounts
the period
Celeraise Hong Kong Huizhou Ultimate parent 73,599 0.91 - - -
Zhanmao company is the
same
Huizhou Zhanmao Celeraise Hong Ultimate parent 189,643 2.28 - 29,332 -
Kong company is the
same
----- End of picture text -----

Note 1: Information up to February 29, 2024.

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.

  1. 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

Account
name
Amount
Trading terms
Ratio to
consolidated total
revenue or total
assets
1 Celeraise Hong
Kong

CELERAISE
3 Sales revenue
30,712Prices are not significantly
different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs

1.02%
1
1
Celeraise Hong
Kong
Celeraise Hong
Kong

CELERAISE

Huizhou
Zhanmao
3
3
Accounts
receivable
Sales revenue
8,186Prices are not significantly
different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs

113,550Prices are not significantly
different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs

0.28%

3.79%
1 Celeraise Hong
Kong

Huizhou
Zhanmao
3 Accounts
receivable
73,599 Prices are not significantly
different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs

2.51%

285

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

==> picture [446 x 638] intentionally omitted <==

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

Number Name of Name of Relationship Intercompany transactions
(Note 1) transaction counterparty with transaction Account Amount Trading terms Ratio to
person person (Note 2) name consolidated total
revenue or total
assets
1 Celeraise Hong THAILAND 3 Sales revenue 13,247 Prices are not significantly 0.44%
Kong different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
1 Celeraise Hong THAILAND 3 Accounts 673 Prices are not significantly 0.02%
Kong receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
1 Celeraise Hong THAILAND 3 Other 49,740 Interest rate 2.0%-4.0% 1.70%
Kong receivable
(Note 3)
1 Celeraise Hong CELERAISE 3 Other 27,934 Interest rate 2.0% 0.95%
Kong receivable
(Note 3)
1 Celeraise Hong The Company 2 Sales revenue 21,837 Prices are not significantly 0.73%
Kong different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
1 Celeraise Hong The Company 2 Accounts 5,672 Prices are not significantly 0.19%
Kong receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
2 Kunshan Shanghai 3 Sales revenue 43,922 Prices are not significantly 1.47%
Yiguan Zhansheng different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
2 Kunshan Shanghai 3 Accounts 9,181 Prices are not significantly 0.31%
Yiguan Zhansheng receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
2 Huizhou Celeraise Hong 3 Sales revenue 350,694 Prices are not significantly 11.70%
Zhanmao Kong different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
2 Huizhou Celeraise Hong 3 Accounts 189,643 Prices are not significantly 6.46%
Zhanmao Kong receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
3 Huizhou Kunshan 3 Sales revenue 30,886 Prices are not significantly 1.03%
Zhanmao Yiguan different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
3 Huizhou Kunshan 3 Accounts 782 Prices are not significantly 0.03%
Zhanmao Yiguan receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
3 Huizhou CELERAISE 3 Sales revenue 32,220 Prices are not significantly 1.08%
Zhanmao different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
3 Huizhou CELERAISE 3 Accounts 78,621 Prices are not significantly 2.68%
Zhanmao receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
----- End of picture text -----

286

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

==> picture [440 x 301] intentionally omitted <==

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

Number Name of Name of Relationship Intercompany transactions
(Note 1) transaction counterparty with transaction Account Amount Trading terms Ratio to
person person (Note 2) name consolidated total
revenue or total
assets
3 Huizhou THAILAND 3 Sales revenue 50,199 Prices are not significantly 1.68%
Zhanmao different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
3 Huizhou THAILAND 3 Accounts 83,311 Prices are not significantly 2.84%
Zhanmao receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
4 Leadpak CELERAISE 3 Sales revenue 140,558 Prices are not significantly 4.69%
Industrial different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
4 Leadpak CELERAISE 3 Accounts 32,615 Prices are not significantly 1.11%
Industrial receivable different from those of ordinary
customers, monthly settlement is
270 days, and payments are
received according to funding
needs
5 Shanghai Huizhou 3 Other 27,010 Interest rate 1.5% 0.92%
Zhansheng Zhanmao receivable
(Note 3)
6 Jiun Tai THAILAND 3 Other 31,520 Interest rate 2.0%-4.0% 1.08%
receivable
(Note 3)
6 Jiun Tai Yield Profit 3 Other 23,491 Interest rate 1.5% 0.80%
International receivable
(Note 3)
----- End of picture text -----

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.

Note 3: Lending funds (including interests).

(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
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
Investment
gains and
Notes
name End of current
period
(Note 1)
End of prior
period
(Note 1)
Number of
shares
Ratio
Carrying amount
(Note 1)
Number of
shares
Sharehold
ing ratio
company for
the current
period (Note 2)
losses
recognized in
the current
period(Note 2)
The
Company
A Team British
Virgin
Islands
Investment, trading,
and holding
company
16,538
16,538
500 100%
956
500
100%
-
-
Subsidiary
The
Company
The
Company
The
Company
The
Company
Jiun Tai
Celeraise
Technology
Leadpak
Industrial
Celeraise Hong
Kong
Hong
Kong
Taiwan
Taiwan

Hong
Kong
Holding company
Information service
industry
International trade
and other wholesale
and retail trade
Manufacture and
sale of wire and
cable connectors
and connectors
241,922
241,922
59,920 100%
30,000
30,000
3,000 100%

29,810
29,810
2,981 99.36%
191,996
191,996
50,300 99.99%
248,714
59,920
100%
65,751
3,000
100%
31,339
2,981 99.36%
1,128,399
50,300 99.99%
16,943
16,943

31,817
31,817

13,649
13,561

118,293
118,293
The
Company
CELERAISE Philippine
s
Manufacture and
sale of wire and
cable connectors
and connectors
25,532 25,532 400 100% 242,875 400 100% (18,117) (18,117)

287

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

==> picture [487 x 145] intentionally omitted <==

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

Investing Investee Region Main business items Original investment amount Held at end of period Profit or loss of Investment Notes
company company name Highest level of the investee gains and
name company for losses
holdings in the period the current recognized in
End of current End of prior Number of Ratio Carrying amount Number of Sharehold period (Note 2) the current
period period shares (Note 1) shares ing ratio period (Note 2)
(Note 1) (Note 1)
The THAILAND Thailand Manufacture and 182,136 182,136 18,275 100% 169,634 18,275 100% 3,732 3,732 〃
Company sale of wire and
cable connectors
and connectors
Jiun Tai Celeraise Hong Hong Manufacture and 1 1 - 0.01% 1 - 0.01% - Recognized 〃
Kong Kong sale of wire and (HKD0.16) (HKD0.16) (HKD0.16) by Jiun Tai
cable connectors
and connectors
Celeraise Yield Profit Hong Investment, trading, 61,292 61,292 15,600 100% 377,577 15,600 100% 71,210 Recognized Sub-subsid
Hong KongInternational Kong and holding (HKD15,600) (HKD15,600) (HKD96,100) (HKD17,883) by Celeraise iary
company Hong Kong
〃 Jet Success Hong Investment, trading, 30,646 30,646 7,800 100% 300,588 7,800 100% 8,756 〃 〃
Kong and holding (HKD7,800) (HKD7,800) (HKD76,505) (HKD2,199)
company
----- End of picture text -----

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. Note 3: The above transactions have been eliminated in the preparation of the consolidated 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:

==> picture [497 x 268] intentionally omitted <==

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

Unit: Foreign currency thousands / thousand shares
Mainland Main business items Paid-in capital Investme Accumulated Investment Accumulated Profit or loss of Shareholding Highest level of Investment gains Book value of Investment income
China amount (Note 3) nt investment amount investment the investee ratio of the holdings in the period and losses investments at the repatriated up to
investee method amount remitted or amount company for the Company's recognized in the end of the period the current period
company remitted from recovered in the remitted from current period direct or current period (Note 3)
name Taiwan at the current period Taiwan at the (Note 4) indirect (Notes 4 and 5)
beginning of the Outflow Inflow end of the investment Thousand Shareholdin
current period current period shares / g ratio
(Note 3) (Note 3) thousand
units
Shanghai R&D and production 15,352 Note 1 15,352 - - 15,352 - 100% - 100% - - -
Minshi of industrial (US 500) (US 500) (US 500)
automation control,
product quality
control,
communication, and
electronic network
computing software
Shanghai Production of 51,431 Note 2 224,147 - - 224,147 10,754 100% - 100% 10,249 107,898 31,080
Zhansheng electronics, cable (US 1,675) (US 7,300) (US 7,300) (RMB 2,448) (RMB 2,333) (RMB 24,936) (RMB 7,000)
connectors,
telephone spare
parts and small
household
appliances; sales of
the company's own
products
Shenzhen Manufacture and 45,799 Note 2 - - - - 7,002 100% - 100% 7,002 39,227 -
Zhansheng sale of wire and (US 515 (RMB 1,594) (HKD 1,758) (HKD 9,984)
cable connectors RMB 6,930)
and connectors (Note 6)
Celeraise Production and - Note 2 30,705 - - 30,705 (Note 8) - - -% - (Note 8) -
Chenzhou sale of wire (US 1,000) (US 1,000)
connectors,
electronic wire
products, etc.
Kunshan Manufacture and 30,705 Note 2 30,705 - - 30,705 9,008 100% - 100% 9,008 294,149 68,595
Yiguan sale of wire and (US 1,000) (US 1,000) (US 1,000) (RMB 2,051) (RMB 2,262) (HKD 74,866) (RMB 15,818)
cable connectors
and connectors, etc.
Huizhou Production and sale 51,584 Note 2 - - - - 71,799 100% - 100% 71,787 401,394 -
Zhanmao of wire connectors, (US$ ,680) (RMB 16,344) (RMB 18,028) (RMB 102,162)
electronic wire (Note 7)
products and
packaging
materials, etc.
----- End of picture text -----

2. Limitations on investment in mainland China:

==> picture [445 x 113] intentionally omitted <==

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

Accumulated Investment amount Investment limit for the
Company name investment amount approved by the mainland China area in
remitted from Taiwan Investment Commission accordance with the
to mainland China at of the Ministry of regulations of the
the end of the current Economic Affairs (Note 3) Investment
period (Note 3) Commission of the
Ministry of Economic
Affairs
The Company 300,909 (USD 9,800) 371,223 (USD 12,090) 920,797
----- End of picture text -----

288

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.

Note 10: Shanghai Zhansheng passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings on September, 2023.Distribute cash dividend of RMB$ 7,000 thousand.

Note 11: Kunshan Yiguan passed resolutions of the Board of Directors on the amount of cash dividends under appropriation of earnings on September, 2023.Distribute cash dividend of RMB$ 15,818 thousand.

  1. Material transactions with mainland China investee companies:

For direct or indirect material transactions between the Group and mainland China investee companies in 2023 (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”.

289

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

  • (IV) Information on principal shareholders:

==> picture [429 x 142] intentionally omitted <==

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

Unit: Shares
Shares Number of Shareholding
Principal shareholder name shares held 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. 7,768,421 8.10%
----- End of picture text -----

  • 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

290

Notes to the Consolidated Financial Statements of Welltend Technology Corporation and Subsidiaries (continued)

home appliances, communication equipment, and game consoles.

The Group does not allocate income tax expense, non-operating gains and losses 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.

  • (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
2023 Total
2,996,638
-
Information
services
$ 1,170,396

17,311
$ 1,187,707
$
85,475
Wire and
connectors
Other
segments
Adjustment
s and
eliminations
1,826,242
839,381
2,665,623
104,220

-
-
-
(856,692)
-
(856,692)
2,996,638
-
(7,550)

182,145
2022
$ 2,934,761

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
1,160,968
3,453,418
157,105
-
-
-
(1,177,581)
-
(1,177,581)
3,908,184
(216)
(8,379)

293,882

$ 3,080,074

291

(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.

Region
Revenue from external customers:
Taiwan
Mainland China
Philippines
Thailand
Non-current assets:
Taiwan
Mainland China
Philippines
Thailand
2023
$ 1,170,396
1,017,510
464,710
344,022
$
2,996,638
December
31, 2023
$ 253,711
113,658
53,789
147,574
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
$
568,732
600,510

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’s customers whose revenue from external customers accounts for more than 10% of consolidated operating revenues are as follows:

The customer from the Wire & Connectors Department 2023 2022
$ 311,412 435,891
  • 292 -

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.

293

Seven. Financial Status and Review and Analysis of Financial Performance

I. Financial status:

Financial status comparative analysis

==> picture [467 x 321] intentionally omitted <==

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

Unit: NT$/NT$ thousand
Year Difference
2022 2023
Item Amount Percentage (%)
Current assets 2,476,124 2,361,484 (114,640) -4.63%
Property, plant and 426,974 421,128 (5,846) -1.37%
equipment
Other assets 176,976 152,149 (24,827) -14.03%
Total assets 3,080,074 2,934,761 (145,313) -4.72%
Current liabilities 1,501,790 1,329,298 (172,492) -11.49%
Non-current liabilities: 92,462 70,600 (21,862) -23.64%
Total liabilities 1,594,252 1,399,898 (194,354) -12.19%
Capital stock 958,900 958,900 - -
Additional paid-in capital 7,525 7,525 - -
Retained earnings 639,311 700,769 61,458 8.77%
Other equity (120,028) (132,533) (12,505) 10.42%
Total equity 1,485,822 1,534,863 49,041 3.30%
----- End of picture text -----

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 decreased primarily because deferred tax liabilities were greater for 2022.

294

II. Financial performance:

(I)Comparative analysis of business results

Unit: NT$/NT$ thousand

==> picture [452 x 308] intentionally omitted <==

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

Year Difference
2022 2023
Item Amount Percentage (%)
Operating revenue 3,908,184 2,996,638 (911,546) -23.32%
Operating costs 3,185,291 2,426,021 (759,270) -23.84%
Operating margin 722,893 570,617 (152,276) -21.06%
Operating expenses 429,011 388,472 (40,539) -9.45%
Operating profit 293,882 182,145 (111,737) -38.02%
Non-operating income and
17,971 5,208 (12,763) -71.02%
expenses
Net profit before tax 311,853 187,353 (124,500) -39.92%
Income tax expense 127,663 58,684 (68,979) -54.03%
Net profit for the period 184,190 128,669 (55,521) -30.14%
Other comprehensive income 58,068 (12,505) (70,573) -121.54%
Total comprehensive income
242,258 116,164 (126,094) -52.05%
for the period
----- End of picture text -----

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.The decrease in operating income was mainly due to the impact of the entire global economy, which led to the decrease in overall end customer demand.

  • 2.The decrease in operating costs, operating margin and operating profit was mainly due to a decrease in operating income in 2023.

  • 3.Non-operating income and expenses decreased, primarily due to a decrease in net foreign currency exchange gains in 2023.

  • 4.Decreases occurred in net profit before tax and net profit for the current period, primarily due to a decrease in operating revenue and net exchange gains from foreign currency in 2023.

  • 5.Income tax expenses decreased, primarily due to a decrease in net profit before tax in 2023.

  • 6.Decreases were seen in other comprehensive income, primarily due to a decrease in exchange differences on translation of foreign financial statements in 2023.

  • 7.Decreases were seen in total comprehensive income for the period, primarily due to a decrease in net profit for the current period and exchange differences on translation of foreign financial statements in 2023.

  • (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.

295

III. Cash flows:

  • (I) Analysis and explanation of changes in combined cash flow in recent years:
Year
Item
2022 2023 Ratio of increase
(decrease)
Cash flow ratio (%) 11.00 34.00% 209.09%
Cash flow adequacy ratio (%) 55.38 98.02% 77.00%
Cash reinvestment ratio (%) 7 20% 185.71%

Operating activities: Mainly due to an increase in account receivables and a decrease in inventories and other current assets for the period, resulting in net cash inflows from operating activities.

Investing activities: Mainly due to a decrease in deposits made and other non-current assets 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.

IV. 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 2023 and its improvement plan: In 2024, 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 India with our own funds in 2024.
  • 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

296

Company’s profit and loss and future countermeasures :

Unit: NT$ thousand Unit: NT$ thousand
Item 2022 2023
Amount Ratio (%) Amount Ratio (%)
Operating revenue 3,908,184 100.00 2,996,638 100.00
Interest expense 11,233 0.29 13,265 0.44
Foreign currency
exchange gains
(losses)
23,714 0.61 3,550 0.12

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.

  • 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.

  1. 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.
  2. (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:

  3. Under the philosophy of business prudence and pragmatism,since its establishment, the Company has been committed to its own business. There are no high-risk and high-leverage investment behaviors.The Company mainly holds idle funds in the from fixed deposits.

  4. The subject of the Company’sfunds to others and endorsement in the most recent year is limited to the Company’s 100%-owned subsidiaries,and no loss has occurred.The Company undertakes loans of funds to others and endorsement/guarantee operations, all in accordance with the provisions of the

297

  - “Company’s Measures for Loans and Endorsements/Guarantees”.
  1. The Company does not engage in derivatives transactions.

  2. (III) Future R&D plans and estimated R&D expenses: None.

  3. (IV) The impact of important domestic and foreign policies and legal changes on the Company’s financial business and corresponding measures: 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.

  4. (V) The impact of technological changes (including information security risks) and industry changes on the Company’s financial business, and countermeasures: 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.

  5. 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.

  6. (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.

  7. (VII) Expected benefits and possible risks of mergers and acquisitions and countermeasures: None.

  8. (VIII) Expected benefits and possible risks of plant expansions and countermeasures: None.

  9. (IX) Risks and countermeasures faced by purchase or sales concentration: None.

  10. (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.

  11. (XI) The impact, risks and countermeasures of changes of management rights on the Company: There is no such situation as of the publication date.

  12. (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

298

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 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.

299

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 (2023/12/31):

Welltend Technology Corp

Welltend Technology Corp Welltend Technology Corp
Celeraise
Investment Limited
(Hong Kong)
CELERAISE ELECTRONIC
CORPORATION (Philippines)

300

(2) Basic information of each affiliated company

==> picture [764 x 432] intentionally omitted <==

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

Unit: NT$ thousand/foreign currency in thousands
Date of Paid-in capital
Enterprise name Address Main business items
establishment amount
The premises of Commonwealth Trust Limited, Sealight House,
A Team Tech Inc. 2001.12.14 NTD 16,538 Investment, trading, and holding company.
Tortola, British Virgin Islands.
R&D and production of industrial automation
Minshi Computer Technology Stand A, 26th Floor, Zhaofeng Global Building, No. 1800, NTD 15,535
2000.11.22 control, product quality control, communication,
(ShanghaI) Co., Ltd. Zhongshan West Road, Shanghai USD 500
andndd electronic network computinglectronic network computingectronic network computingronic network computingonic network computingnic network computingc network computing network computingetwork computingwork computingork computingrk computingcomputingmputingputingingg software. ftware. tware. ware. are. re. e. .
Jiun Tai Corporation Limited (Hong RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
2009.06.01 NTD 280,890 Holding company.
Kong) Shatin, N. T
Production of electronics, cable connectors,
Shanghai Celeraise Electronic Co., Room 168, Area D, 5th Floor, Building 1, No. 6, Kangye Road, NTD 51,439
2009.06.01 telephone spare parts and small household
Ltd. Zhujiajiao Town, Qingpu District, Shanghai USD 1,675
appliances; sale of the company’s own products.ppliances; sale of the company’s own products.liances; sale of the company’s own products.; sale of the company’s own products. sale of the company’s own products.pany’s own products.any’s own products.y’s own products.’s own products.products.roducts.
4F-1, No. 61, Gongyi Road, Section 2, Nantun District, Taichung
Celeraise Technology Corporation 2009.10.21 NTD 30,000 Information service industry
City
Manufacturing of industrial plastic products,
Leadpak Industrial Co., Ltd. 2009.10.15 6th Floor, No. 59, Dongxing Road, Taipei City NTD 30,000 other plastic products manufacturing industry,
electrical installation industry, etc. y, etc. etc.
Celeraise Investment Limited RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
1990.08.31 NT 382,646 [[Manufacture and sale of wire and cable ]]
(Hong Kong) Shatin, N. T connectors and connectors.
Yield Profit International Enterprise RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan, NTD 61,433
Limited (Hong Kong) 2010.05.25 Shatin, N. T HK 15,600 [[Investment, trading, and holding company. ]]
Jet Success Technology RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan, NTD 30,716
Development Limited (Hong Kong) 2010.07.12 Shatin, N. T HK 7,800 [[Investment, trading, and holding company. ]]
Kunshan Celeraise Electronic Co., Room 6, No. 8 Weimeng Road, Dianshanhu Town, Kunshan City, NTD 30,710 Production and sale of wires, connectors and
2011.06.29
Ltd. Jiangsu Province USD 1,000 joints, and packaging materials.
NTD 46,363
Shenzhen Celeraise Electronic Factory Building 2, No. 4-8, Mumianwan Road, Mumianwan Village, Manufacture and sale of wire and cable
2012.09.12 USD 515
Co., Ltd. Buji Street, Longgang District, Shenzhen connectors and connectors.
RMB 6,930
Zhan Mao (Huizhou) Electronic Runchang Industrial Park, Hongtian Village, Xinxu Town, Huiyang NTD 51,593 Production and sale of wire connectors,
2013.10.25
Co., Ltd. District, Huizhou City, Guangdong Province USD 1,680 electronic wire products, etc.
Celeraise Electronic Maguyam Road, Carillo Drive, Beside Hong Chang Compond,
2015.03.18 NTD 25,532 [[Manufacture and sale of wire and cable ]]
Corporation (Philippines)(Philippines)Philippines)) Barangay Bancal, Carmona, Cavite gay Bancal, Carmona, Cavite ay Bancal, Carmona, Cavite y Bancal, Carmona, Cavite Bancal, Carmona, Cavite connectors and connectors.
----- End of picture text -----

==> picture [764 x 462] intentionally omitted <==

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

Date of Paid-in capital
Enterprise name Address Main business items
establishment amount
The premises of Commonwealth Trust Limited, Sealight House,
A Team Tech Inc. 2001.12.14 NTD 16,538 Investment, trading, and holding company.
Tortola, British Virgin Islands.
R&D and production of industrial automation
Minshi Computer Technology Stand A, 26th Floor, Zhaofeng Global Building, No. 1800, NTD 15,535
2000.11.22 control, product quality control, communication,
(ShanghaI) Co., Ltd. Zhongshan West Road, Shanghai USD 500
andndd electronic network computinglectronic network computingectronic network computingronic network computingonic network computingnic network computingc network computing network computingetwork computingwork computingork computingrk computingcomputingmputingputingingg software. ftware. tware. ware. are. re. e. .
Jiun Tai Corporation Limited (Hong RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
2009.06.01 NTD 280,890 Holding company.
Kong) Shatin, N. T
Production of electronics, cable connectors,
Shanghai Celeraise Electronic Co., Room 168, Area D, 5th Floor, Building 1, No. 6, Kangye Road, NTD 51,439
2009.06.01 telephone spare parts and small household
Ltd. Zhujiajiao Town, Qingpu District, Shanghai USD 1,675
appliances; sale of the company’s own products.ppliances; sale of the company’s own products.liances; sale of the company’s own products.; sale of the company’s own products. sale of the company’s own products.pany’s own products.any’s own products.y’s own products.’s own products.products.roducts.
4F-1, No. 61, Gongyi Road, Section 2, Nantun District, Taichung
Celeraise Technology Corporation 2009.10.21 NTD 30,000 Information service industry
City
Manufacturing of industrial plastic products,
Leadpak Industrial Co., Ltd. 2009.10.15 6th Floor, No. 59, Dongxing Road, Taipei City NTD 30,000 other plastic products manufacturing industry,
electrical installation industry, etc. y, etc. etc.
Celeraise Investment Limited RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan,
1990.08.31 NT 382,646 [[Manufacture and sale of wire and cable ]]
(Hong Kong) Shatin, N. T connectors and connectors.
Yield Profit International Enterprise RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan, NTD 61,433
Limited (Hong Kong) 2010.05.25 Shatin, N. T HK 15,600 [[Investment, trading, and holding company. ]]
Jet Success Technology RM.1203, BLK.A, Goldfield Idustrial Centre,1 Sui Wo Road, Fotan, NTD 30,716
Development Limited (Hong Kong) 2010.07.12 Shatin, N. T HK 7,800 [[Investment, trading, and holding company. ]]
Kunshan Celeraise Electronic Co., Room 6, No. 8 Weimeng Road, Dianshanhu Town, Kunshan City, NTD 30,710 Production and sale of wires, connectors and
2011.06.29
Ltd. Jiangsu Province USD 1,000 joints, and packaging materials.
NTD 46,363
Shenzhen Celeraise Electronic Factory Building 2, No. 4-8, Mumianwan Road, Mumianwan Village, Manufacture and sale of wire and cable
2012.09.12 USD 515
Co., Ltd. Buji Street, Longgang District, Shenzhen connectors and connectors.
RMB 6,930
Zhan Mao (Huizhou) Electronic Runchang Industrial Park, Hongtian Village, Xinxu Town, Huiyang NTD 51,593 Production and sale of wire connectors,
2013.10.25
Co., Ltd. District, Huizhou City, Guangdong Province USD 1,680 electronic wire products, etc.
Celeraise Electronic Maguyam Road, Carillo Drive, Beside Hong Chang Compond,
2015.03.18 NTD 25,532 [[Manufacture and sale of wire and cable ]]
Corporation (Philippines)(Philippines)Philippines)) Barangay Bancal, Carmona, Cavite gay Bancal, Carmona, Cavite ay Bancal, Carmona, Cavite y Bancal, Carmona, Cavite Bancal, Carmona, Cavite connectors and connectors.
41/1 ,MU8, BO WIN SUB-DISTRICT, SI RACHA DISTRICT CHON
Celeraise (Thailand) Co., Ltd. 2017.5.16 NTD 182,136 [Manufacture and sale of wire and cable ]
BURI PROVINCE ,20230 THAILAND connectors and connectors.
----- End of picture text -----

301

  • (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:

==> picture [505 x 613] intentionally omitted <==

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

Number of shares held
Enterprise name Job title and name
Number of shares [Shareholding ]
ratio
Director: Welltend Technology
A Team Tech Inc. Corporation—Representatives 500,000 (shares) 100%
Tai-Ming Chang and Hsuan-Bin Kuo
Director: Welltend Technology
Minshi Computer Technology Corporation—Representative - 100%
(ShanghaI) Co., Ltd.
Hsuan-Bin Kuo
Director: Welltend Technology
Representatives: Kuei-Yu Chang,
Celeraise Technology
Yun-Teng Chang, Hsuan-Bin Kuo 3,000,000 (shares) 100%
Corporation
Supervisor: Welltend Technology
Representative: C.H. Chen
Director: Welltend Technology
Representatives: Kuei-Yu Chang,
Leadpak Industrial Co., Ltd. Yun-Teng Chang, Hsuan-Bin Kuo 2,981,000 (shares) 99.36%
Supervisor: Welltend Technology
Representative: C.H. Chen
JIUN TAI CORPORATION Director: Welltend Technology Corporation
59,920,000
LIMITED representatives: Kuei-Yu Chang, 100%
(shares)
Xiang-Yu Wang
Director: Welltend Technology Corporation
Celeraise Investment Limited 50,300,000
representatives: Kuei-Yu Chang, 99.99%
(Hong Kong) (shares)
Xiang-Yu Wang
Yield Profit International Director: Celeraise Investment Limited
15,600,000
Enterprise Limited (Hong representatives: Kuei-Yu Chang, 100%
(shares)
Kong) Xiang-Yu Wang
Jet Success Technology Director: Celeraise Investment Limited
Development Limited (Hong representatives: Kuei-Yu Chang, 7,800,000 (shares) 100%
Kong) Xiang-Yu Wang
Director: Yun-Teng Chang
Shanghai Celeraise Legal representative: Yun-Teng Chang - 100%
Electronic Co., Ltd.
Supervisor: Wen-Bin Chen
Director: Yun-Teng Chang
Kunshan Celeraise Electronic
Legal representative: Yun-Teng Chang - 100%
Co., Ltd.
Supervisor: Wen-Bin Chen
Director: Xiang-Yu Wang
Shenzhen Celeraise
Legal representative: Xiang-Yu Wang - 100%
Electronic Co., Ltd.
Supervisor: Wen-Bin Chen
Director: Xiang-Yu Wang
Zhan Mao (Huizhou) Legal representative: Xiang-Yu Wang - 100%
Electronic Co., Ltd.
Supervisor: Wen-Bin Chen
Directors: Yun-Teng Chang, Xiang-Yu Wang,
Celeraise Electronic
Kuei-Yu Chang, Hsuan-Bin Kuo 399,995 (shares) 99.995%
Corporation (Philippines)
Joy Antonio Lo
Celeraise (Thailand) Co., Ltd. [Directors: Yun-Teng Chang, Kuei-Yu Chang, ] 18,274,997 (shares) 99.9997%
Xiang-Yu Wang
----- End of picture text -----

302

(6) Overview of operations of each affiliated company:

==> picture [785 x 450] intentionally omitted <==

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

Unit: NT$/Foreign currency: thousands
Profits or losses Earnings per
Operating Operating profit
Capital amount Total assets Total liabilities Net worth after tax for the share (NT$)
revenue (loss)
period (after tax)
NT 956 NT 0 NT 956 NT 0 NT 0 NT 0
A Team Tech Inc. NT 16,538 -
RMB 221 RMB 0 RMB 221 RMB 0 RMB 0 RMB 0
Minshi Computer Technology NT 15,352 NT 0 NT 0 NT 0 NT 0 NT 0 NT 0
(ShanghaI) Co., Ltd. US 500 RMB 0 RMB 0 RMB 0 RMB 0 RMB 0 RMB 0 -
JIUN TAI CORPORATION NT280,890 NT 243,159 NT 37 NT 243,122 NT 0 NT (141) NT 16,943 -
LIMITED RMB 56,196 RMB 9 RMB 56,187 RMB 0 RMB (32) RMB 3,857
Shanghai Celeraise NT51,431 NT 120,199 NT 18,601 NT 101,598 NT 51,423 NT 8,268 NT 10,753
Electronic Co., Ltd. US 1,675 RMB 27,779 RMB 4,299 RMB 23,480 RMB 11,706 RMB 1,882 RMB 2,448 -
Celeraise Technology
NT30,000 NT 212,758 NT 147,010 NT 65,748 NT 458,855 NT 39,669 NT 31,817 NT 10.61
Corporation
Leadpak Industrial Co., Ltd. NT30,000 NT 56,878 NT 25,321 NT 31,557 NT 140,558 NT 14,401 NT 13,649 NT 4.55
Celeraise Investment Limited NT 1,346,370 NT 244,264 NT 1,102,106 NT 568,233 NT 28,989 NT 118,293
NT 382,646 -
(Hong Kong) HK 342,675 HK 62,169 HK 280,506 HK 142,700 HK 7,280 HK 29,707
NT45,799
Shenzhen Celeraise NT 70,345 NT 31,118 NT 39,227 NT 6,030 NT 7,304 NT 7,002
US 515 -
Electronic Co., Ltd. RMB 16,262 RMB 7,194 RMB 9,068 RMB 1,373 RMB 1,663 RMB 1,594
RMB 6,930
Yield Profit International
Enterprise Limited (Hong HK 15,600NT 61,292 HK 102,180NT 401,466 HK 6,080NT 23,889 NT 377,577HK 96,100 HK 0NT 0 NT (142)HK (36) HK 17,883NT 71,210 -
Kong)
Jet Success Technology
Development Limited (Hong NT 30,646HK 7,800 NT 300,638HK 76,518 HK 13NT 51 HK 76,505NT 300,588 HK 0NT 0 NT (142)HK (36) HK 2,199NT 8,756 -
Kong)
Kunshan Celeraise Electronic Co., Ltd. US 1,000NT 30,705 RMB 85,947NT 371,793 RMB 17,949NT 77,644 RMB 67,998NT 294,149 RMB 97,786NT 429,493 RMB (11)NT (50) RMB 2,501NT 9,008 -
Zhan Mao (Huizhou) NT 51,584 NT 647,913 NT 246,519 NT 401,394 NT 145,671 NT 87,113 NT 71,799
Electronic Co., Ltd. US 1,680 RMB 149,778 RMB 56,987 RMB 92,791 RMB 639,808 RMB 19,834 RMB 16,344 -
CELERAISE ELECTRONIC NT25,532 NT 424,956 NT 182,081 NT 242,875 NT 833,221 NT (35,294) NT (18,117) -
CORPORATION PHP 765,687 PHP 328,075 PHP 437,612 PHP 466,604 PHP (63,025) PHP (32,353)
NT 380,212 NT 210,578 NT 169,634 NT 382,611 NT 13,047 NT 3,732
Celeraise (Thailand) Co., Ltd. NT 182,136 THB 421,521 THB 233,457 THB 188,064 THB 344,350 THB 14,496 THB 4,147 -
----- End of picture text -----

303

  • (II) Consolidated Financial Statements of Affiliated Enterprises: Please refer to Page 227 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.

IV. Supplementary information: None.

  • V.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.

304

Welltend Technology Corporation

Chairperson: Yun-Teng Chang

305