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WHAYU Annual Report 2023

Aug 16, 2024

52324_rns_2024-08-16_f1ccf10a-3712-485a-9d12-6f288ef55ea5.pdf

Annual Report

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Stock Code:3419

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WHA YU INDUSTRIAL CO., LTD.

2023 Annual Report (Translation)

Publication Date:May 18,2024

Annual Report are accessible from the following websites: https://mops.twse.com.tw https://www.whayu.com

I . Company Spokesperson and Deputy Spokesperson

Spokesperson: Tsao, Fu-Yi Title: President Tel.: +886-3-571-4225 E-mail:[email protected] Deputy Spokesperson: Chen Huang Chueh Title: Finance Division Assistant Vice President Tel.: +886-3-571-4225 E-mail:[email protected]

II . Address and Telephone Number of the Company’s Headquarters and Plant

Headquarters: No.326, Sec. 2, Gongdao 5th Rd., East Dist., Hsinchu City 300043, Taiwan(R.O.C.) Headquarters Tel.: +886-3-571-4225

Plant:No. 35, Fenggong Rd., Hukou Township, Hsinchu County 303035 , Taiwan (R.O.C.) Plant Tel.: +886-3-597-3888

III . Stock Transfer Handling Agency

Name: Stock Transfer Agency Unit , Taishin Securities Co., Ltd. Address: No. 96-B1, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.) Website: https://www.tssco.com.tw

Tel.: +886-2-2504-8125

IV . Name of the CPA and CPA Firm Auditing the Financial Statements in the Most Recent Year Name of CPAs: Tsai, Mei-Chen and Lin, Hsin-Tung Accounting Firm: Deloitte & Touche

Address: 6F, No. 2, Zhanye 1st Rd., Hsinchu Science ParkEast Dist.,Hsinchu, Taiwan (R.O.C.) Website: http://www.deloitte.com.tw

Tel.: +886-3-578-0899

V . Overseas Securities Exchange: Not applicable

VI. Company Website

https://www.whayu.com

Page

Table of Contents

Chapter 1. Letter to Shareholders .......................................................................................... 1
Chapter 2. Company Profile .................................................................................................... 3
I. Date of Establishment .......................................................................................... 3
II.Company History ................................................................................................ 3
Chapter 3. Corporate Governance Report ............................................................................ 9
I. Organizational Structure..................................................................................... 9
II. Information about Directors and Management Team .................................. 14
III. Remuneration of Directors and Management Team in the Most Recent
Year .................................................................................................................. 19
IV. Implementation of Corporate Governance ................................................... 22
V. CPA Professional Service Fees ......................................................................... 43
VI. CPA Change Information ................................................................................ 44
VII.If the Chairman of the Board, or any Management Team in charge of
finance or accounting matters in the most recent year held a position
at the CPAs' Accounting Firm or an Affiliate of the Accounting Firm,
the name, title, and employment period in the Accounting Firm or
an Affiliate of the Accounting Firm shall be disclosed ............................ 45
VIII.Conditions of share transfer and changes in equity pledge from
Directors,Management Team, and shareholders who hold more than
10% of shares,in the Most Recent Year and as of the date of
publication of the Annual Report ................................................................ 45
IX. Shareholders ranked at top ten in terms of shareholding ratio, who
are related to each other or have spouse or a relative relation within
the second degree of kinship with each other 47
X. The number of shares held by the company, the company's directors
and managers as well as the businesses directly or indirectly
controlled by the company in the same one investment business,
and the consolidated comprehensive shareholding ration ...................... 47
Chapter 4. Capital Overview ................................................................................................... 48
I. Capital and Shares ............................................................................................... 48
II. Issuance of Corporate Bonds ............................................................................ 55
III.Issuance of Preferred Stocks ............................................................................. 55
IV.Issuance of Global Depository Receipts.......................................................... 55
V. Issuance of warrants to employees .................................................................. 55
VI. Restriction on employee right to obtain new shares .................................... 55
VII.Issuance of New Shares in Connection with Mergers or Acquisitions
or with Acquisitions of Other Companies ................................................. 55
VIII.Implementation of Capital Allocation Plans ............................................... 55
Chapter 5. Operational Highlights ........................................................................................ 56
I. Business Activities ............................................................................................... 56
II. Market, Production and Sales Overview ........................................................... 71

III.Employee Information ....................................................................................... 82 IV.Environmental Protection Expenditure .......................................................... 82 V. Labor Relations ................................................................................................... 83 VI.Cyber Security Management ............................................................................ 85 VII.Important Contracts ......................................................................................... 88 Chapter 6. Financial Overview ............................................................................................... 89 I. Condensed Balance Sheets, Statements of Comprehensive Income, Name of CPAs and Audit Opinions of the Most Recent Five Years ........... 89 II.Financial Analyses of the Most Recent Five Years ......................................... 93 III.Audit Committee’s Review Report in the Most Recent Year ...................... 96 IV.Individual Financial Statements Certified by CPAs of the Most Recent Year. ..................................................................................................................... 96 V.Consolidated Financial Statements Certified by CPAs of the Most Recent Year .......................................................................................................... 96 VI.As of the publication date of the Annual Report, have the Company and its affiliated companies encountered any financial difficulties that affect the Company's financial status .............................................................. 96 Chapter 7.Review and Analysis and Risks of Financial Conditions and Performance ............................................................................................................ 97 I. Financial Status..................................................................................................... 97 II.Financial Performance ........................................................................................ 97 III.Cash Flows .......................................................................................................... 98 IV.Impact of major capital expenditures on finance and business in the most recent year. ................................................................................................ 98 V.Policies on investment in other companies, main reasons for their profit or loss and improvement plans in the most recent year, and investment plans for the following year ........................................................ 99 VI.Risk Analysis and Evaluation .......................................................................... 99 VII.Other Important Issues. ................................................................................... 104 Chapter 8. Special Disclosure ................................................................................................. 105 I. Summary of Affiliated Companies .................................................................... 105 II.Privately offered securities in the most recent year as of the publication date of the annual report ................................................................................... 108 III.The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Year as of the publication date of the annual report .............. 108 IV.Other Necessary Supplements ......................................................................... 108 Chapter 9. Matters that Have a Material Impact on Shareholders' Equity or the Price of Securities .................................................................................................. 108

Chapter 1. Letter to Shareholders

Ladies and Gentlemen,

We would like to express our gratitude for taking the time to meet with us. We are truly grateful for your support and for your presence at the 2024 Annual General Meeting of Shareholders, despite your busy schedules.

We are pleased to present this report, which provides a summary of the Company’s business conditions of 2023 and business plans for 2024.

Ⅰ.Business Results

  • Our consolidated operating revenue amounted to NT$1.401 billion in 2023, reflecting a decrease of 29.26% compared to the previous year. The consolidated net loss after tax stood at NT$ 0.126 billion.The decline is primarily attributed to the delay in the deployment schedule of 5G telecommunications operators in advanced economies worldwide, coupled with the impact of rapid interest rate hikes and inflation in the United States, which weakened consumer spending and subsequently affected our company's revenue. The Company does not currently share its financial forecasts with the public. In terms of the Consolidated Financial Statements, it is worth noting that wireless radio communication devices accounted for 81.95% of the total revenue, representing a significant source of revenue for the company.

  • The company's product range is divided into three categories:Wireless Communication, Subsystems and IoT, In-vehicle and Telecommunications. We continuously invest in research and development to complete the development of miniaturized Wi-Fi 7 Antenna, IoT Antenna and Modules, Smart Switched Beam Antenna, mmWave products, LTE+CBRS Base Station, N78/N77+N79 Indoor DAS Antenna, O-RAN coverage Antenna, N78/N79 broadband high gain base station omni-directional Antenna, 5GHz MIMO High-Directivity Antenna, L1+L2+L5 broadband UAV Antenna, broadband high-precision circular polarized ceramic Antenna and IoT Router among various other communication products. These offerings cater to the diverse needs of our customers, ranging from end-to-end wireless communication equipment from the central office to the user end.

  • II. Business Plan.

    • (A) Business Policies and Future Development Strategies

      • We are committed to maintaining our focus on our core technologies and businesses in order to enhance our R&D capabilities and strengthen our services to branded customers. We are actively engaged in collaboration with key material suppliers with the aim of developing low-loss dielectric materials to meet customer demand for wireless communications equipment from the local level to the consumer level.

Our company is dedicated to focusing on our core technologies and business

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operations, enhancing our R&D capabilities, and strengthening our services for brand customers. We are delighted to be able to work in collaboration with our key material suppliers to develop low-loss dielectric materials which we hope will meet the needs of our customers for wireless communication equipment from the central office to the user end.

We are proud to offer a comprehensive range of wireless communication antennas, including Wi-Fi 7 models, high-performance base station antennas, smart beam-switchable antennas, LTE+5G NR full-band Antennas, 5G DAS antennas, LTE+5G NR multi-in-one vehicle Antennas, industrial-grade 4G/5G routers for IoT, radar sensing modules, GNSS modules, AI smart application modules, RFID smart warehouse sensing systems, and more.

Our company is actively responding to the development trends of B5G and 6G in the Internet of Everything. Countries view the construction of broadband networks as a demonstration of national strength, which accelerates infrastructure upgrades. In this decentralised context, Taiwan will be the biggest beneficiary. To this end, our Fengshan factory in Hsinchu serves as the Group's manufacturing and logistics centre, flexibly coordinating with our manufacturing bases in Dongguan, China, and Vietnam. This allows us to adapt to the trend of short-chain supply, establish regionalised production and provide localised, real-time service to our customers.

The telecommunications industry is at the forefront of transformation, and we continue to lead the pace of the digital age. In the future, the integration of 6G, satellite communications, IoT and artificial intelligence technologies, as well as the evolution of cloud data centres, will bring more surprises and challenges. While 5G technology is not yet widespread, the vision and application scenarios of 6G are already emerging. The global network communications industry is entering a new era of rapid development. The main directions will include generative AI, video streaming, IoT applications, cloud gaming, connected vehicles, and enterprise private network applications.

We plan to work with other companies to develop new products. We want to sell more standard products, use our R&D resources more, promote wireless products in more ways, and make our products more valuable by combining different components and software and hardware. We will sell more products and offer solutions that integrate antennas, systems and structures. In the future, we will continue to invest in software and hardware R&D, as well as equipment upgrades in the following areas: network communication antennas, IoT modules, sensing radar products, RTK modules, automotive communication antennas, base station antennas, millimeter-wave antenna modules, and industrial IoT-grade routers. This will ensure we meet market demands and maintain our competitive edge.

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  • (B)Expected Sales Volume and Basis

The Company's expected sales volume is based on a number of factors, including the industry environment, customers' product demand, market supply and demand, market share and forecast information of each industry, as well as the planning of its own production capacity and business development strategy.

  • (C)Important Production and Marketing Policies

    • (1)Improve product yield, invest in smart manufacturing, and provide a variety of product production services to meet customer needs.

    • (2)To provide multiple supply points in Taiwan, China and Vietnam to meet customers' needs and cope with short-chain product supply.

    • (3) Build stronger relationships with customers and open an office in the US to sell FWA products to IIoT and AIoT.

    • (4)Improve our ability to buy and deliver components quickly and at a good price.

    • (5)Expand the range of 5G compact base station antennas, increase market share, and improve production technology and capacity.

    • (6)Gain more insight into the antenna, module, and sub-system markets. Attend international exhibitions to develop overseas sales. Understand the market channels and customer needs.

    • (7)Work with chip and system integration companies to provide more complete products to customers.

    • (8)Keep customers informed about orders and work with local suppliers to improve supply chain services.

  • III.Affected by External Competitive ,Legal Environment, and Overall Business Environment.

Our company has striven to adhere to relevant domestic and international regulations and to uphold the highest standards of corporate governance. We are dedicated to fulfilling our corporate social responsibility and continuously striving to enhance our corporate value in order to achieve the goal of sustainable operation.

It seems that generative AI technology is having a growing impact and creating new opportunities across various industries. It is our hope that this technology will help to save time, increase efficiency, reduce costs, and aid in developing new applications and products, thereby accelerating the digital transformation of the telecommunications industry. It is hoped that the inventory adjustments in the overall electronics supply chain will gradually normalise in the latter half of the year. It is conceivable that progress in the Wi-Fi 7 field may offer a competitive advantage, especially in the wake of Wi-Fi 6E. It is hoped that the advent of Wi-Fi 7 will bring about technological advancements, which may result in better user experiences and the acceleration of the realisation of high-demand applications. Concurrently, in light of the B5G and 6G Internet of Everything development

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trends, telecom operators may find themselves facing increasing demands for various networking solutions, which could further expand application needs. As the world emerges from the shadow of the pandemic, we are gradually seeing a return to normalcy in international travel and an increase in exchanges between countries. This could potentially lead to the development of a wider range of services in the B5G telecommunications industry.

It is possible that geopolitical risks and the trend towards short-chain supply may lead to significant changes in supply and demand. In light of these considerations, our company is exploring the possibility of establishing localised supply chains with the aim of mitigating the risks associated with customer orders being transferred or dispersed from manufacturing in China. Furthermore, we are working to establish a green supply chain in line with the net-zero carbon emission trend and are engaged in ESG-related planning with the aim of contributing to Taiwan's sustainable development.

However, we must maintain a cautious and pragmatic business approach, responding promptly to changes in the external environment and devising necessary countermeasures. Despite the challenging macroeconomic conditions, we are actively striving to meet our operational goals in order to ensure the stable development of our business.

IV.Epilogue

We would like to express our sincerest gratitude to all our shareholders for their long-term support and encouragement, which have enabled our company to continuously grow and thrive. In the face of the rapidly evolving technology industry, our management team will respond flexibly and swiftly to industry changes in order to meet the expectations of our shareholders.

Finally, we would like to extend our warmest wishes to all our shareholders for good health and prosperity in all their endeavours.

Wha Yu Industrial Ltd. Chairman Tsou, Mi-Fu

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Chapter 2.Company Profile

  • I. Date of Establishment: November 18, 1981

II. Company History:

Date Milestones
November 1981 Ye Yu Industrial Ltd. was established with a registered capital of
NT$1,000,000, engaged in the processing and manufacturing of
electronic wires.
May 1988 Changed registration from Ye Yu Industrial Ltd. to Wha Yu
Industrial Ltd.
May 1989 Cash increased by NT$4,000,000 and paid-in capital increased by
NT$5,000,000.
May 1991 Cash increased by NT$10,000,000 and paid-in capital increased by
NT$15,000,000.
November 1996 Passed ISO 9000 certification.
August 1997 Changes registration to Wha Yu Industrial Co., Ltd., and cash
increased by NT$35,000,000 and paid-in capital increased by
NT$50,000,000.
September 1998 Cash increased by NT$50,000,000 and paid-in capital increased by
NT$100,000,000.
March 2000 Invested in the development and manufacture of passive optical fiber
components.
September 2001 Invested in radio frequency (RF) antenna development and
manufacturing, research and development of wireless
communication router, began to research and development and
production of the Wireless radio communication devices.
August 2002 Established a subsidiary company, Hua Hong International Ltd.., and
bought back Taihua Electric (Hong Kong) Co. Ltd. and its incoming
processing plant, Taihua Electric Industry Manufacture Factory and
Shanghai Hua Yu Electrionic Co., Ltd.
November 2002 Cash increased by NT$40,000,000 and paid-in capital increased by
NT$140,000,000.
December 2002 Cash increased by NT$40,000,000 and paid-in capital increased by
NT$180,000,000.
August 2003 Cash increased by NT$40,000,000 and paid-in capital increased by
NT$220,000,000.
December 2003 Passed ISO 14000 certification.
December 2003 Cash increased by NT$30,000,000 and paid-in capital increased by
NT$250,000,000.
January 2004 Suzhou AEON Tech CO., Ltd. was opened.
April 2004 Successfully developed IEEE802.11 b/g 2.4GHz 7dBi omnidirectional
antenna, and the product is sold all over the world and the Company
became the world's largest supplier of this product.
June 2004 Surplus increased by NT$58,600,000 and cash increased by
NT$15,000,000, while paid-in capital increased by NT$323,600,000.
July 2004 IPO

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Date Milestones
October 2004 Successfully developed a modular built-in antenna that can directly
pass through the SMT process, especially suitable for Smartphone
and PDA products with small size.
November 2004 Successfully developed and mass-produced IEEE802.11 b/g 2.4GHz
MIMO antenna.
December 2004 Successfully developed UHF RFID for long-distance passive
electronic tags on metal objects.
February 2005 Emerging Stock Market Listing.
March 2005 Published RFID R&D results.
April 2005 The new plant was completed and the relocation was completed.
May 2005 Participated in the "RFID Container Application SIG" and "STARS
Group" exchange activity organized by the System Center of the
Institute in Keelung City. The Company was awarded the first prize
in the overall evaluation of RFID Tag dynamic reading test
conducted by container vehicles.
November 2005 Successfully developed GPS 38dB low noise amplifier.
December 2005 Successfully developed mass-produced wireless router dual-band
5dBi/7dBi omnidirectional antenna.
January 2006 Stocks passed the OTC Market Review Board.
January 2006 WiMAX antenna passed the ETSI TS3 Range 1 test.
February 2006 The board of directors of Taipei Exchange has approved the listing of
the Company's shares on TPEx.
March 2006 Developed and mass-produced IEEE802.11n module antenna.
May 2006 The Company's stock was officially listed and traded in Taipei
Exchange.
September 2006 Dongguan factory Dongguan AEON Tech Co, Ltd completed and
opened.
December 2006 The paid-in capital amount is NT$582,496,000 after receiving the
shares of Parner Technology Co., Ltd.
February 2007 Issued the first unsecured convertible corporate bond in 2007 with a
total amount of NT$400 million.
May 2007 After a simple merger with Parner Technology Co., Ltd., the
Company shall be a surviving company and Parner Technology Co.,
Ltd. shall become an extinct company by absorption.
October 2007 The surplus of NT$119,597,000 (including employee bonuses of
NT$14,747,000) was converted into additional capital and issued new
shares, and the corporate bond holder applied for conversion into
common shares. The paid-in capital increased to NT$708,103,000.
January 2008 The paid-in capital increased to NT$715,103,000 when the
bondholder applied for conversion into common stock.
January 2008 TPEx listed transferred to TWSE listed.
October 2008 The surplus of NT$84,870,000 (including employee bonus
NT$13,360,000) was transferred to additional capital and issued new
shares, and the paid-in capital increased to NT$799,973,000.

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Date Milestones
February 2009 For the cancellation of Treasury shares, the paid-in capital is
NT$795,623,000.
November 2010 Issued the second secured convertible corporate bond in XX with a
total amount of NT$300 million.
December 2010 Dongguan AEON Tech Co., Ltd. obtained a patent for a base station
antenna in China.
December 2011 After the issuance of new shares by Pro Brand Technology (TW) Inc.,
the paid-in capital is NT$1,049,045,000.
January 2012 For the cancellation of Treasury shares, the paid-in capital is
NT$1,021,955,000.
January 2012 The Company obtained the Spanish base station antenna phase
shifter patent.
February 2012 Successfully developed fleet management multi-in-one antenna.
July 2012 Successfully developed vending machine antenna.
August 2012 Successfully developed an antenna for ship communication.
September 2012 Successfully developed multi-point positioning antenna for air traffic
control.
October 2012 Dongguan AEON Tech Co., Ltd. inaugurated its second factory in
Dongguan.
October 2012 Successfully developed base station antenna for Japanese PHS
January 2013 Successfully developed satellite communication product VSAT
April 2013 The paid-in capital increased to NT$1,074,187,000 when the
bondholder applied for conversion into common stock
August 2013 The surplus of NT$71,591,000 was converted into additional capital
and issued new shares, and the paid-in capital increased to
NT$1,145,778,000.
September 2013 Successfully developed CPE antenna
October 2013 The paid-in capital increased to NT$1,151,343,000 when the
bondholder applied for conversion into common stock
January 2014 The paid-in capital increased to NT$1,189,094,000 when the
bondholder applied for conversion into common stock
April 2014 Establishment of a Hong Kong subsidiary, AARC Technologies Co.,
Limited.
May 2014 Invested in Pro Brand Technology, Inc.
May 2015 Successfully developed base station Antennas for Hong Kong telecom
operators.
May 2016 Successfully developed base station Antennas for Taiwan telecom
operators.
April 2017 Invested in CLICK Digital Technology Co., Ltd.
May 2017 Invested in Eureka Autotech Inc.
December 2018 Approved the application for land purchase at Fengshan Industrial
Area, Hukou Township, Hsinchu County.
November 2019 Started building the Plant at Fengshan Industrial Area, Hukou
Township, Hsinchu County.

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Date Milestones
May 2020 Disposal of 100% equity of Suzhou AEON Tech CO., Ltd.
November 2021 The new plant at Fengshan Industrial Area, Hukou Township,
Hsinchu County was completed and opened.
April 2022 Invested in Hang Jian Technology Co., Ltd.
December 2022 Disposal of Pro Brand Technology, Inc. 100% equity.
December 2022 Closed the Hong Kong subsidiary AARC Technologies Co., Limited
March 2023 Establishment of a New Subsidiary in the USA. (WHA YU USA INC.)
August 2023 Closed the Shanghai subsidiary AEON TECHNOLOGY (SHANG
HAI)CO., LTD.
September 2023 Establishment of a New Subsidiary in Vietnam.(WHA YU VIETNAM
LIMITED LIABILITY COMPANY)

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Chapter 3.Corporate Governance Report

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I. Organizational Structure:
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(A)Organization Chart:

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(B)Department Functions

(B)Department Functions (B)Department Functions
Departments
Functions
Chairman Office
◎Formulate corprrate goals and strategies.
◎Collect industry information and formulate enterprise investment strategy
◎Evaluation and promotion of investment projects.
◎Planningand execution of corporateproject.
President Office
◎Enhance the function of organization, Improve the business performance.
◎Planning the business strategy and set the operational goals.
◎Implement the overall business strategy to achieve the business goals
◎Supervise the operation management of the enterprise and review its
performance.
Audit Office
◎Inspection of internal control systems to measure the effectiveness of, and
compliance with, existing policies and procedures, and their effects on
operational activities.
Sustainability Office ◎Review the company's various management systems to meet the needs of
business management, enterprise risk management and operational
process improvements.
◎Frame sustainability (ESG) strategies ,activities ,action plan, execution and
track implementation results.

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Departments
Functions
Departments
Functions
Occupational Safety
and Health
Management Office
◎Responsible for factory safety inspection and safety management.
◎Environmental pollution prevention and sanitation management.
◎Employee health and safetymanagement.
Information
SecurityOffice
◎Formulate corporate information security policies, plan and implement
information securityoperations andpoliciespromotion and implement.
Wireless
Applications BU
R&D Division
◎Antenna design and development for mobile and consumer equipment
and sample production.
◎New Antenna technology research and development, product
specifications, cost, development process optimization.
◎Assist business unit and production unit to solve specification and
production.
Sales Division
◎Develop BU business promotion plan.
◎Planning the marketing strategies for antenna products.
◎Assist to promote and monitor business sales progress.
Sales Support Division
◎New product development sample schedule control and cost analysis.
◎Project opening number statistics and analysis.
◎Provide professional advice and technical support to customers on
product specifications.
Overseas Sales Division
◎Formulate local business action plan according to BU business promotion
plan.
◎Arrange shipment to local customers.
◎Assist to deal with customer problems.
RFID Division
◎Develop RFID related products.
◎The smart automation products, system and module development.
◎Identification of market and industry development trends.
◎Developdomestic and overseas markets and customers.
Smart IoT BU R&D Division
◎Research and develop 5G, Wireless and smart IoT related products and
vertical integration application planning.
◎Sample making and product optimization
◎New technology research and development and patent application,
integration of system products of Antennas and modules.
◎New product introduction, mass production, education and training and
technology transfer
◎Assist sales to solve the product specifications and development schedule
with customers.
◎Assist the production unit to discuss instruments, equipment and fixtures,
and solve production technology problems and production capacity yield.
Sales Division I
◎Planning, formulation and implementation of annual revenue target and
business development strategy.

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Departments
Functions
Departments
Functions
◎Formulate product strategy and marketing plan.
◎Participate in important domestic and oversea exhibitions, identification
of market and industry development trends.
◎Domestic and oversea market and new customer development planning.
◎New product development project planning management.
Sales Division II
◎Planning, formulation and implementation of annual revenue target and
business development strategy.
◎Identification of market and industry development trends.
◎Development plan for new domestic customers.
◎Monthly sales statistics and analysis.
◎Improve after-sales service and technical support.
Product Line Management Division
◎Formulate new product strategy and plan
◎Managing new product development project.
◎Assist sales to solve the customers’ product problem.
◎Provide product testing reports with reference to product design
specifications and testplans.
Telecom
Applications BU
R&D Division I
◎Research and develop vehicle antenna and industrial IoT antenna and
other products.
◎Sample making and product optimization.
◎New technology research and development and patent application.
◎New product introduction, mass production, education and training and
technology transfer.
◎Assist sales to solve the product specifications and development schedule
with customers.
◎Assist the production unit to discuss instruments, equipment and fixtures,
and solve production technology problems and production capacity yield.
R&D Division II
◎Research and develop telecom ,open RAN,communication and sensing
modules and other products.
◎Sample making and product optimization.
◎New technology research and development and patent application.
◎New product introduction, mass production, education and training and
technology transfer.
◎Assist sales to solve the product specifications and development schedule
with customers.
◎Assist the production unit to discuss instruments, equipment and fixtures,
and solve production technology problems and production capacity yield.
Sales Division I
◎Promotion and sales of vehicle antenna, industrial IoT Antennas and other
products.
◎Planning, formulation and implementation of annual revenue target and
business development strategy.
◎Formulateproduct strategyand marketing plan.

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Departments Functions ◎ Participate in important domestic and oversea exhibitions, identification of market and industry development trends. ◎ Domestic and oversea market and new customer development planning. Sales Division II ◎ Promotion and sales of elecom ,open RAN,communication and sensing modules and other products. ◎ Planning, formulation and implementation of annual revenue target and business development strategy. ◎ Formulate product strategy and marketing plan. ◎ Participate in important domestic and oversea exhibitions, identification of market and industry development trends. ◎Domestic and oversea market and new customer development planning. Product Management Department ◎ Managing new product development project. ◎ Project progress tracking, cross-department resource integration, and cost control. ◎ Assist sales to solve the customers’ roduct roblem. p p Manufacture Division ◎Responsible for the manufacture of products and meet customer requirements for delivery and quality. ◎ Production report preparation, statistics and check. ◎ Implement and control all process control. ◎ Implement corrective action for abnormal process quality. Quality Assurance Division ◎Quality and hazard material management system planning and establishment. Manufacture BU ◎ Deal with abnormal quality problems, prevent and correct and track improvement. ◎ Product quality inspection. ◎ After-sales service and customer complaint handling. Dongguan Factory/ Vietnam Factory ◎Responsible for the manufacture of products and meet customer requirements for delivery and quality. ◎ Implement and control all process control. ◎ Product quality inspection.

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Departments Functions Human Resources Division ◎ Formulate human resource strategy and plan, and integrate human resource management system. ◎ Personnel recruitment, staffing, performance and promotion management. ◎ Corporate training planning ,organization and talent development. ◎ Compensation and incentive planning, Payroll, insurance management and attendance management. Finance Division ◎ Responsible for company finance and fund scheduling and financing. ◎ Preparation of financial statements. Finance & ◎ Management and preservation of account books. Administration BU ◎ Responsible for budget accounting and cost settlement. ◎ Prepare company summons and handle accounts. Administrative Management Department ◎ Coordinate the management of general affairs of the company ◎ Purchase of office supplies. IT Department ◎ Planning and promotion of integrated computerized operations. ◎ Planning and maintenance of computer software and hardware. ◎ Management and maintenance of telephone communication system. Legal Affairs Department ◎ Review of various contracts. ◎ Handle cor orate le al affairs. p g

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II. Information about Directors and Management Team

(A)Directors:

(1) Information on Directors April 28, 2024 Unit: Shares

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Shareholding When Current Shares held by Shares held in the second-degree family If spouse or
Title Nationality/RegistrationPlace of Name Gender/Age ElectedDate Term [Date First ] Elected Elected Share Shareholding Share spouses and minor children Share name of others Share Education/Work Experience Other positions with the Company and other companies members aslo serve as manager Note
Number Number Number Number
of Shares Holding of Shares Holding of Shares Holding of Shares Holding Title Name Relationship
Ratio Ratio Ratio Ratio
Department of Mechanical Engineering, Minghsin Chairman of Wha Yu Industrial Co., Ltd.; Chairman of Hua Hong
Male University of Science and Technology. International Ltd.; Chairman of Dongguan AEON Tech Co., Ltd.;
Chairman R.O.C. Tsou, Mi-Fu Jun.19,2023 3 Aug.25,1997 3,272,570 2.72% 3,272,570 2.72% 2,340,593 1.94% 804,000 0.67% Chairman of Wha Yu Industrial Co., Ltd. Chairman of Hansome Investment Inc.; Director of ZyCast
66~70 Technology Inc.; Director of Liverage Technology Inc.; Chairman
Senior R&D Engineer of Tecom Co., Ltd. of Hang Jian Technology Co., Ltd.
Associate Professor, International Business Group, School of
Ph.D. in International Business Management Strategy, National Taiwan University Management, Yuan Ze University; Independent Director and Chairman of the Remuneration Committee of LEOFOO
Independent Director R.O.C. Heng-YihLiu, 56~60Male Jun.19,2023 3 Jun.19,2020 0 0.00% 0 0.00% 0 0.00% 0 0.00% Master of Business, University of Nottingham Associate Professor of International Business Group, Development Co., Ltd.;Independent Director and Member of Remuneration Committee of TST Group Holding Ltd.; Independent Director of TCM Biotech International
College of Management, Yuan Ze University CORP.;Supervisor of Chengtai Asset Management Co.,
Ltd.;Supervisor of Mano Pharma & Biotech Co., LTD. ;Director of
YoungHongCo.,Ltd
Ph.D. in Electronic Engineering, Institute of Defense Associate Professor, Department of Electrical Engineering,
Science, Chung Cheng Institute of Technology, National Minghsin University of Science and Technology.
Independent Director R.O.C. Wen-ChiaLue, 61~65Male Jun.19,2023 3 Jun.19,2020 0 0.00% 0 0.00% 0 0.00% 0 0.00% Defense University. Associate Professor, Department of Electrical
Engineering, Minghsin University of Science and
Technology.
Partner Valuer of Ding Sheng Real Estate Appraisers &
Associates.;Principal of JINN DOU INTERNATIONAL
LTD ;Principal of Chen Heng Landscape Architects Ltd.;Principal
Department of Land Economics,National Chengchi of HORSON'S ACCOUNTING & TAX REPORTING AGENCY
University CO.; Supervisor, Chung Hwa University; Chairman, Hsinchu City
Independent Director R.O.C. I-Hung Huang 51~55Male Jun.19,2023 3 Jun.17,2011 0 0.00% 0 0.00% 0 0.00% 0 0.00% Partner Valuer of Ding Sheng Real Estate Appraisers & Associates.;Principal of JINN DOU INTERNATIONAL LTD. ;Principal of Chen Heng Landscape Architects Landscape Architecture Research Association; Member, Hsinchu City Land Value and Standard Land Value Review Committee; Member, Municipal Property Review Committee, Hsinchu City
Ltd.;Principal of HORSON'S ACCOUNTING & TAX Government; Member, Supervisory Sub-committee of the Central
REPORTING AGENCY CO. Election Commission-Hsinchu City Election Commission;
Member, Hsinchu City Real Estate Appraisal Committee; None None
Member, the Thirteenth Urban Renewal and Dispute Handling
Deliberation Committee, Hsinchu City Government
Department of Electrical Engineering, National Taiwan Director of Song Yi Technology Co., Ltd.
Sun, Male University. Director of Teamwell Technology CO., LTD.
Director R.O.C. Jun.19,2023 3 Jun.18,2012 2,528,222 2.10% 2,528,222 2.10% 76,492 0.06% 682,570 0.57% President of Pro Brand Technology (TW) Inc.
Cheng-Pen 56~60 R&D Assistant Manager of Prime Electronics And
Satellitics Incorporat.
Department of Electronics, Chung Yuan Christian Senior Manager of WHA YU Industrial Co., Ltd.
Director University.
and Senior Manager R.O.C. Kun-ChangHuang, 61~65Male Jun.19,2023 3 Jun.18,2012 2,153,138 1.79% 2,153,138 1.79% 0 0.00% 625,067 0.52% Senior Manager of WHA YU Industrial Co., Ltd. Senior Manager of Prime Electronics And Satellitics Incorporat.
Vice President of Pro Brand Technology (TW) Inc.
Director R.O.C. Chuang, Male Jun.19,2023 3 Aug.25,1997 1,245,622 1.03% 1,245,622 1.03% 295,587 0.25% 0 0.00% Department of Commerce, National Tseng-Wen Home Economica & Commercail Vocational High School. None
Ming-Yuan 66~70 General Manager of Xinbo Enterprise Co., Ltd.
Male Department of Electrical Engineering, Lunghwa
Director R.O.C. Lu, Te-Mao Jun.19,2023 3 Jun.25,2013 1,002,888 0.83% 1,002,888 0.83% 205,652 0.17% 0 0.00% University of Science and Technology. None
61~65 General Manager of Parner Technology CO., LTD.
National Chi Nan University Executive Master of
Lin Male
Director R.O.C. Jun.19,2023 3 Jun.19,2023 2,012,000 1.67% 2,012,000 1.67% 0 0.00% 0 0.00% Business Administration (EMBA) Chairman of Chang Yuan Investment Co.,Ltd.
Cheng Wei 46~50
Chairman of Chang Yuan Investment Co.,Ltd.
Hansome
Representative Director R.O.C. Investment Inc. Female51~55 Jun.19,2023 3 Jun.19,2023 584,000 0.48% 804,000 0.67% 0 0.00% 0 0.00% [Department of Accounting, Chung Yuan Christian ] University. Chief Financial Officer of Wha Yu Industrial Co., Ltd. Chairman of Wha Yu Vietnamlimited Liability Company.;Director (Legal Representative) of Hang Jian Technology Co., Ltd.
and CFO Representative Assistant Manager of Deloitte & Touche.
Tsao, Fu-Yi 94,725 0.08% 113,871 0.09% 0 0.00% 0 0.00%
----- End of picture text -----

-14-

(2) Major Shareholders of Corporate Shareholders

Apr. 28,2024
Name of Institutional
Shareholder
Major Shareholder
Hansome Investment Inc. Tsou,Mi-Fu(30.00%)
Tsou,Ying (25.00%)
Tsou, Jui(25.00%)

(3) Major Shareholders of major shareholders that are corporations: N.A.

(4) Disclosure of the professional qualifications of Directors and the Independent of Inde endence Directors: p

==> picture [547 x 488] intentionally omitted <==

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

Number of
Other Public
Criteria Companies
where the
Professional qualification and Work Experience Independence Situation Individual
Concurrently
Serves as an
Name Independent
Director
1. He graduated from Department of Mechanical Engineering, Minghsin University of Science and Technology, the current
Chairman of Wha Yu Industrial Co., Ltd. As a director of the Company since 1997, he has accumulated over 40 years of
Tsou, Mi-Fu professional and practical experience in the management and decision-making leadership of communication networks, N.A. -
electronic components and other related industries.
2.None of the conditions indicated under Article 30 of the Company Act.
1. He holds a PhD in International Business Management Strategy from National Taiwan University and an MBA from the The concept of independence
Master of Business Administration programme at the University of Nottingham. He is currently an associate professor of the encompasses the following: I, my
International Business Group at the School of Management, Yuan Ze University. He has served in various capacities at listed spouse, and my second-degree
Independent Director companies since 1997, including as a supervisor, director, independent director, audit committee member, and compensation relatives are not directors,
Liu, Heng-Yih committee member. Over the course of his career, he has amassed considerable expertise and practical experience in business supervisors, or employees of the 3
management and decision-making leadership, particularly in the telecommunications network, electronic components, and Company or its affiliates.
semiconductor-related industries. Furthermore, I, my spouse, or I do
2.None of the conditions indicated under Article 30 of the Company Act. not hold any shares of the Company
1. He obtained a Bachelor's degree in Electrical Engineering from Chung Cheng Institute of Technology, National Defence in the name of another person.
University, and subsequently proceeded to obtain a PhD degree from the Electronic Engineering Group of National Institute Additionally, I have not received
of Defence Science. He currently holds the position of Associate Professor in the Department of Electrical Engineering at any remuneration in excess of
Independent Director Ming Shin University of Science and Technology. He has served as an independent director, audit committee member and NT$500,000 over the past two years
Lue, Wen-Chia remuneration committee member of the company since 2020. He has accumulated over 30 years of professional and practical for providing business, legal, -
experience in business management and decision-making leadership in the telecommunications network, electronic financial, or accounting services to
components, semiconductor and other related industries. the Company or its affiliates.
2.None of the conditions indicated under Article 30 of the Company Act.
1. He graduated from the Department of Land Economics at National Chengchi University and is currently a Partner Valuer at The three independent directors,
Ding Sheng Real Estate Appraisers & Associates. Jinn Dou is the principal of Chen Heng Landscape Architects Ltd. and the Liu, Heng-Yih, Lue, Wen-Chia, and
principal of Herson's Accounting & Tax Reporting Agency Co. He is the Chairman of the Hsinchu City Landscape Huang I-Hung, are in compliance
Architecture Research Association, among other roles. He has served as an independent director, audit committee and with the independence
Independent Director
Huang I-Hung remuneration committee member of the company since 2011 and 2023. He has also analysed the pulse of the requirements set forth in Article 3 of -
telecommunications network, electronic components, semiconductors and other related industries. He is therefore the Regulations Governing the
well-placed to offer professional advice on business management and decision-making leadership. Establishment and Compliance of
2.None of the conditions indicated under Article 30 of the Company Act. Independent Directors of Public
Companies.
1.He graduated from the Department of Electrical Engineering at National Taiwan University and has been a director of Wha
Yu Industrial Co., Ltd. since 2012. He has accumulated over 30 years of professional and practical experience in management
Sun, Cheng-Pen and decision-making leadership in the fields of communication networks, electronic components, semiconductors and other N.A. -
related industries.
2.None of the conditions indicated under Article 30 of the Company Act.
1. He graduated from the Department of Electronics at Chung Yuan Christian University and is currently the Senior Manager
of Wha Yu Industrial Co.,Ltd. In addition to serving as a director of the company since 2012, he has accumulated over 35
Huang, Kun-Chang years of professional and practical experience in business management and decision-making leadership in the N.A. -
telecommunications network, electronic components, semiconductor and other related industries.
2.None of the conditions indicated under Article 30 of the Company Act.
1.He graduated from the Department of Commerce at the National Tseng-Wen Home Economics & Commercial Vocational
High School and subsequently served as Special Assistant to the Chairman, Supervisor and Director of Wha Yu Industrial
Chuang, Ming-Yuan Co.,Ltd. He has accumulated over 40 years of professional experience and practical expertise in business management and N.A. -
decision-making leadership in communication networks, electronic components and other related industries.
2.None of the conditions indicated under Article 30 of the Company Act.
----- End of picture text -----

-15-

Criteria
Name
Professional qualification and Work Experience Independence Situation Number of
Other Public
Companies
where the
Individual
Concurrently
Serves as an
Independent
Director
Lu, Te-Mao 1. He graduated from Department of Electrical Engineering, Lunghwa University of Science and Technology. He held the
position of Special Assistant to the Chairman of Wha Yu Industrial Co., Ltd. for over three decades, during which time he
also served as Supervisor and Director. He has accrued over 35 years of professional expertise and practical experience in
business management and decision-making leadership in communication networks, electronic components, international
trade and other related industries.
2.None of the conditions indicated under Article 30 of the CompanyAct.
N.A. -
Lin Cheng Wei 1.He obtained a Master of Business Administration (EMBA) from National Chi Nan University, demonstrating both
professional ability and practical experience in business management and decision-making leadership. His expertise
encompasses analysing the pulse of communication networks, electronic components, semiconductors and other related
industries.
2.None of the conditions indicated under Article 30 of the CompanyAct.
N.A. -
Hansome Investment
Inc.Representative:
Tsao, Fu-Yi
1. She graduated from the Department of Accounting at Chung Yuan Christian University and currently serves as the Chief
Financial Officer of Wha Yu Industrial Co.,Ltd. She is well versed in business law, financial and accounting expertise, and has
served as the representative director of the company since 2020. Over the course of her career, she has accumulated more than
20 years of professional skills and practical experience in business management and decision-making leadership in the
telecommunications network, electronic components and other related industries.
2.None of the conditions indicated under Article 30 of the CompanyAct.


N.A.
-

-16-

  • (5)Diversification and Independence of the Board:

  • (a)Diversification of the Board

In order to reinforce the principles of corporate governance and to facilitate the sound development of the composition and structure of the Board of Directors, WhaYu has established, in Article 21 of the Company's Corporate Governance Best Practice Principles, that the composition of the Board of Directors should be diversified. With the exception of the stipulation that the number of directors who are also the company's managers should not exceed one-third of the total number of directorships, the company is at liberty to formulate an appropriate diversification policy with regard to its own operational, business and development needs. The two principal criteria are as follows:

  • (i)Basic qualifications and values (e.g. gender, age, nationality and culture, etc.)

  • (ii)Professional knowledge and skills (e.g. professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills and industry experience, etc.)

The current board of directors of the Company comprises ten directors (including three independent directors) with extensive experience and expertise in the academic, business and management fields.

Diversification of the Board of Directors membership is enforced as follows:

==> picture [505 x 360] intentionally omitted <==

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Professional
Item Basic Conditions knowledge Industrial experience
Continuous
Age Independent term of
Director
Name
Tsou, Mi-Fu R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Independent Director R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Liu, Heng-Yih
Independent Director R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Lue, Wen-Chia
Independent Director R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Huang I-Hung
Sun, Cheng-Pen R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Huang, Kun-Chang R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Chuang, Ming-Yuan R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Lu, Te-Mao R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Lin Cheng Wei R.O.C. Male ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Hansome Investment
Inc. Representative: R.O.C. Female ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ ˇ
Tsao, Fu-Yi
Gender industry ability capacity
Nationality the Company 45 to 50 51 to 60 61 to 70 Experience in analysis skill Operation and Leadership
3 to 9 years management ability Crisis management
A Concurrent Employee of Under 3 years CPAs and Attorneys etc. or private universities Lecturer or above in public communication network Operational judgment Accounting and financial Industrial Knowledge International market view Decision-making ability
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-17-

(b) Management Team April 28,2024; Unit:Shares

==> picture [798 x 381] intentionally omitted <==

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

Shares held by Shares held in the If spouse or second-degree
Nation Current Shareholding spouses and minor children name of others Other positions with the family members aslo serve as manager
Title Name Gender Date Elected Education/Work Experience Company and other Note
ality Share Share Share
Number Number Number companies
of Shares Holding of Shares Holding of Shares Holding Title Name Relationship
Ratio Ratio Ratio
Master of State-owned Enterprise, School of
Peng, Management, National Taiwan University
President R.O.C. Chao-Chung Male Feb.14,2022 100,000 0.08% 0 0.00% 0 0.00% President of Wha Yu Industrial Co., Ltd. None
Vice President of Manufacturing Division of
(Remark) MOXA Inc./Group management consultant
Master of Machinery Institute of National Taiwan
Chief Strategy Officer R.O.C. Shih-ChungChen, Male Feb.14,2022 243,660 0.20% 15,221 0.01% 0 0.00% University of Science and Technology Chief Strategy Officer of Wha Yu Industrial Co., Director of Dongguan AEON Tech Co., Ltd.
Ltd./Manager of Choung Hsim Co., Ltd. R&D Division
Chief Financial Chairman of Wha Yu
Officer and Tsao, Department of Accounting, Chung Yuan Christian Vietnamlimited Liability
R.O.C. Fu-Yi Female Sep.29,2003 113,871 0.09% 0 0.00% 0 0.00% University. Company.;Director (Legal
Vice President Assistant Manager of Deloitte & Touche. Representative) of Hang Jian
(Remark)
of Operations Technology Co., Ltd.
Master of Advanced Executive Management Program,
Chief Marketing R.O.C. Kao, Male Apr. 1,2022 0 0.00% 0 0.00% 0 0.00% School of Management, National Chiao Tung None
Officer Cheng-Huan University
Senior Director of Tecom Co., Ltd. None None
New York Institute of Technology/Computer science
Vice President R.O.C. Wang, Chih Male Jul. 5,2021 0 0.00% 0 0.00% 0 0.00% Sales VP of Master Wave Technology Co., Ltd. None
Wen Project Manager of Wha Yu Industrial Co., Ltd.
M.B.A. School of Business, Strayer University
M.E. Electrical Engineering – ChengShen University
Hu,
Vice President R.O.C. Male Mar. 1,2023 0 0.00% 0 0.00% 0 0.00% B.S. Electrical Engineering None
Kuan-Chuan Sercomm USA (Senior Director of BD)
Sercomm Corporation (BU Head of VoIP)
Minghsin University of Science and Technolog
Tsen, President of FLY-GO CO., Ltd.
Vice President R.O.C. Yu-Ching Male Sep. 4,2023 0 0.00% 0 0.00% 0 0.00% VP of Master Wave Technology Co., Ltd. None
Assistant Manager of Joymax Electronics Co., Ltd.
Ph.D. in Electronic Engineering, National Taipei
University of Technology
Chen,
Vice President R.O.C. Male Jan. 26,2024 0 0.00% 0 0.00% 0 0.00% BU Head of Chilisin Electronics Corp. None
Yen-Ming Senior Manager ofINPAQ Technology Co., Ltd.
Assistant Manager of HTC Corporation
----- End of picture text -----

(Remark) Mr. Peng Chao-Chung, the General Manager of company, will resign upon the completion of their term on April 30th, 2024. Following the Audit Committee and the Board of Directors' approval on March 15th, 2024, Ms. Tsao Fu-Ywill as the General Manager.

-18-

III. Remuneration of Directors and Management Team in the Most Recent Year

(A)Remuneration Paid to Directors (Including Independent Directors)

==> picture [800 x 407] intentionally omitted <==

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

Remuneration information is as of December 31, 2023; Unit: NT$thousands
Remuneration Paid to Directors Ratio of Total Relevant Remuneration Received by Directors who Are Also Employees Ratio of Total Remunerati
Remuneration on from
Remuneration
Title Name Compensation (A)Base Severance Pay and Pensions (B) Remuneration (C)Director ExExecution Business penses (D) (A+B+C+D) to Net Income Salary, Bonus, and Allowance (E) Severance Pay and Pension (F) Employee Compensation (G) (A+B+C+D+E+F+G) to Net Income Companies Other than Invested
From all Companies in From all Companies in From all Companies in From all Companies in From all Companies in From all Companies From all The Company From all Companies in the Consolidated Companies in From all Subsidiaries
the Consolidated Companies in the the the the the in the Financial Statements the or the
Consolidated Consolidated Consolidated Consolidated Consolidated Consolidate Consolidated
Financial Financial Financial Financial Financial Financial d Financial Cash Stock Cash Stock Financial Parent
Statements
Statements Statements Statements Statements Statements Statements Statements Company
Chairman Tsou, Mi-Fu 2,613 2,613 0 0 0 0 0 0 0 0
Director and
Chief Strategy Chen, Shih-Chung 0 0 0 0 0 0 2,993 2,993 108 108
Officer (Note 1)
Independent Director Liu, Heng-Yih 0 0 0 0 200 200 0 0 0 0
Independent Chan, Ting-Hsün 0 0 0 0 90 90 0 0 0 0
Director (Note 1)
Independent Lue, Wen-Chia 0 0 0 0 200 200 0 0 0 0
Director
Independent Huang 0 0 0 0 110 110 0 0 0 0
Director I-Hung(Note 1)
Director Sun, Cheng-Pen 0 0 0 0 140 140 3,713 3,713 0 0 0 0 11,086 11,086
Director (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) 0
and Senior Huang, Kun-Chang 0 0 0 0 0 0 (3.09%) (3.09%) 1,326 1,326 69 69 (9.23%) (9.23%)
Manager
Director Chuang, 0 0 0 0 140 140 0 0 0 0
Ming-Yuan
Director Lu, Te-Mao 0 0 0 0 140 140 0 0 0 0
Director Lin Cheng 0 0 0 0 80 80 0 0 0 0
Wei(Note 1)
MegaPlus Asset
Director Management Ltd. 0 0 0 0 0 0 0 0 0 0
Representative Representative: Tsao,
and Chief Fu-Yi(Note 1)
Hansome Investment
Financial Officer Inc. Representative: 0 0 0 0 0 0 2,769 2,769 108 108
Tsao, Fu-Yi (Note 1)
The Company The Company The Company The Company The Company The Company The Company The Company
----- End of picture text -----

(Note 1)The terms of office of Mr Chen, Shih-Chung and MegaPlus Asset Management Ltd. as directors and Mr Chan, Ting-Hsün as independent director will expire on 19 June 2023 and the new independent directors following general re-election at the annual general meeting of shareholders

held on the same day are Mr Huang I-Hung, Mr Lin Cheng Wei and Hansome Investment Inc. as new directors.

(Note 2) In accordance with Article 20 of the Company's Articles of Association, no provision has been made for directors' and employees' remuneration for the year 2023 due to a loss.

-19-

(B) Remuneration Paid to Management Team

Remuneration information is as of December 31, 2023; Unit: NT$ thousands

==> picture [568 x 320] intentionally omitted <==

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

Ratio of Total
Severance Pay Bonus and Remuneration
Salary (A) and Pension Employee Compensation (D) Remuneration
(B) Allowance (C) (A+B+C+D) to Net Income from Invested Companies
Title Name From all From all From all From all Companies in From all Other than
Companies Companies Companies The Company the Consolidated Companies in Subsidiaries or
in the in the in the Financial Statements the the Parent
Consolidated Consolidate Consolidate Consolidated Company
Financial d Financial d Financial Cash Stock Cash Stock Financial
Statements Statements Statements Statements
President Peng,
Chao-Chung
Chief
Chen,
Strategy
Officer Shih-Chung
Chief
Financial
Officer and
Vice Tsao,Fu-Yi
President
of
19,592 19,592
Operations 16,997 16,997 665 665 1,930 1,930 (Note3) (Note3) (Note3) (Note3) 0
Chief (16.32%) (16.32%)
Kao,
Marketing
Officer Cheng-Huan
Vice Wang,
President Chih-Wen
Vice
Hu,
President
Kuan-Chuan
(Note 1)
Vice
Tsen,
President
(Note 2) Yu-Ching
The Company The Company The Company The Company
----- End of picture text -----

(Note 1)Mr Hu, Kuan-Chuan is newly appointed on 1 March 2023

(Note 2)Mr Tsen,Yu-Ching is newly appointed on 4 September 2023.

(Note 3)In accordance with Article 20 of the Company's Articles of Association, no provision has been made for employee remuneration for the financial year 2023 due to a loss.

Table for Remuneration Ran es of President and Vice Presidents g

==> picture [462 x 193] intentionally omitted <==

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

Name of President and Vice President
Table for Remuneration Ranges of Each President and From all Companies in the
Vice Presidents The Company Consolidated Financial
Statements
Less than NT$1,000,000 Tsen,Yu-Ching Tsen,Yu-Ching
NT$ 1,000,000 (inclusive) - NT$2,000,000 (exclusive) - -
Chen, Shih-Chung;Tsao,Fu-Yi; Chen, Shih-Chung;Tsao,Fu-Yi;
NT$ 2,000,000 (inclusive) - NT$3,500,000 (exclusive) Kao,Cheng-Huan; Wang, Kao,Cheng-Huan; Wang,
Chih-Wen; Hu, Kuan-Chuan Chih-Wen; Hu, Kuan-Chuan
NT$ 3,500,000 (inclusive) - NT$5,000,000 (exclusive) Peng, Chao-Chung Peng, Chao-Chung
NT$ 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) - -
Over NT$100,000,000 - -
Total 7 people 7 people
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-20-

(C)Remuneration of the Company's Five Most Senior Executives

==> picture [563 x 210] intentionally omitted <==

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

Remuneration information is as of December 31, 2023; Unit: NT$ thousand
Ratio of Total
Severance Pay and Bonus and Remuneration
Salary (A) Pension (B) Allowance (C) Employee Compensation (D) (A+B+C+D) to Remuneration
Net Income from Invested
Title Name From all From all From all From all Companies From all Companies Other than Subsidiaries
Companies Companies Companies The Company in the Consolidated Companies or the Parent
in the in the in the Financial Statements in the Company
Consolidated Consolidated Consolidated Consolidated
Financial Financial Financial Cash Stock Cash Stock Financial
Statements Statements Statements Statements
President Peng, 3,743 3,743 108 108 430 430 0 0 0 0 4,281 4,281 0
Chao-Chung (3.57%) (3.57%)
Vice President Kuan-Chuan Hu, 2,875 2,875 90 90 113 113 0 0 0 0 (2.56%3,078 ) (2.56%3,078 ) 0
Chief Strategy Officer Shih-Chung Chen, 2,610 2,610 108 108 383 383 0 0 0 0 (2.58%3,101 ) (2.58%3,101 ) 0
Chief Financial
Officer and 2,877 2,877
Vice President Tsao,Fu-Yi 2,418 2,418 108 108 351 351 0 0 0 0 (2.40%) (2.40%) 0
of Operations
Marketing Chief Kao, 2,370 2,370 108 108 336 336 0 0 0 0 2,814 2,814 0
Officer Cheng-Huan (2.34%) (2.34%)
The Company The Company The Company The Company
----- End of picture text -----

  • (D)A comparative analysis of the total remuneration paid to the company's directors, chief executive officers and executive vice-presidents for the last two years as a percentage of the company's directors', chief executive officers' and executive vice-presidents' net profit after tax for the last two years compared with the company and all companies included in the consolidated financial statements as a whole or as a percentage of the company's net profit after tax for the last two years; and an analysis of the policy, criteria and mix of remuneration paid, the processes for determining remuneration and its relationship to the performance of the company's business and to the risks to the company's future:

  • (1)An analysis of the total remuneration paid to the company's directors, chief executive officer and deputy chief executive officer as a percentage of net profit after tax for the last two years, for individual or separate financial statements:

statements:
Item
Title
Ratio of Total Remuneration Net Income After Tex (%)
2023
2022
The Company
From all
Companies in the
Consolidated
Financial
Statements
The Company
From all
Companies in the
Consolidated
Financial
Statements
Director (9.23)
(9.23)
33.33
33.33
President and Vice
Presidents
(16.32) (16.32) 72.73 72.73
  • (2)The policy, criteria and mix of remuneration, the process for determining remuneration and its relationship to operating performance and future risks:

  • (a)The Company's policy on remuneration is to provide remuneration to the Directors at a level consistent with the Company's Articles of Association, approved by the Remuneration Committee and the Board and reported to the shareholders at the Company's Annual General Meeting. The

-21-

Company's policy on the remuneration of its Managing Director and Vice President is to provide them with appropriate remuneration based on their education, experience and salary levels in the industry, as well as an assessment of their authority, responsibility and contribution to the work of the Company.

  • (b)Future Risks: The Company has taken out directors‘ and officers’ liability insurance.

  • IV. Implementation of Corporate Governance

(A)Operation Status of the Board of Directors

(1)The Board of Directors met on ten occasions in 2023 up to 18 May 2024. The following Directors were present at each meeting:

==> picture [477 x 415] intentionally omitted <==

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

Attendance Attendance Attendance
Title Name Remarks
in Person by Proxy Rate (%)
Reappointed on
Chairman Tsou, Mi-Fu 10 0 100.00%
June 19 ,2023
Independent Reappointed on
Director Liu, Heng-Yih 10 0 100.00% June 19 ,2023
Independent Reappointed on
Lue, Wen-Chia 10 0 100.00%
Director June 19 ,2023
Independent Term concluded
Director Chan, Ting-Hsün 3 0 100.00% on June 19 ,2023
Independent Newly appointed
Director Huang I-Hung 7 0 100.00% on June 19 ,2023
Director and
Term concluded
Chief Strategy Chen, Shih-Chung 3 0 100.00% on June 19 ,2023
Officer
Reappointed on
Director Sun, Cheng-Pen 10 0 100.00% June 19 ,2023
Director
Huang, Reappointed on
and Senior 9 1 88.89%
Kun-Chang June 19 ,2023
Manager
Chuang, Reappointed on
Director 9 0 88.89%
Ming-Yuan June 19 ,2023
Reappointed on
Director Lu, Te-Mao 10 0 100.00%
June 19 ,2023
Newly appointed
Director Lin Cheng Wei 7 0 100.00% on June 19 ,2023
MegaPlus Asset
Management Ltd. Term concluded
Director 3 0 100.00%
Representative: on June 19 ,2023
Representativeand Chief Tsao, Fu-Yi
Hansome
Financial Officer Investment Inc. Newly appointed
7 0 100.00% on June 19 ,2023
Representative:
Tsao, Fu-Yi (Date of designation)
----- End of picture text -----

(2) Other Matters for the Board:

(a)Matters and items specified in Article 14-3 of the Securities and Exchange Act:Not applicable as WhaYu has already established and Audit Committee. For further details regarding the Operation of the Audit Committee, please refer to page 25 of this Annual Report.

-22-

  • (b) In addition to the aforementioned resolutions, the independent director expressed reservations about or provided a qualified opinion on the following resolutions, which were duly recorded or declared in writing:None.

(c)The enforcement of directors' avoidance of interested motions:

==> picture [513 x 268] intentionally omitted <==

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

Recusal and
Date Term Important Resolutions Name of Director
Voting Status
◎A review was conducted of the
The 17th
Chairman's 2023 compensation Tsou, Mi-Fu
Jan. meeting of
proposal.
18,2023 the 15 [th]
◎A review was conducted of the 2022
term Tsou, Mi-Fu; Chen, The pertinent
performance bonus proposal. motion was
Shih-Chung ;Huang;Kun-C
The 18th ◎A review was conducted of the adopted without
hang;MegaPlus Asset
Mar. meeting manager's annual salary opposition by the
Management Ltd.
27,2023 of the 15 [th] compensation for 2023 as proposed remaining
term by the Compensation Committee. Representative: Tsao, Fu-Yi directors present,
with the
The 3th Tsou, Mi-Fu;Huang,
◎A review was conducted of the exception of
Aug. meeting remuneration packages for managers Kun-Chang;Hansome those who had a
29,2023 of the 16 [th] and directors in 2022. Investment Inc personal interest
term Representative: Tsao, Fu-Yi in the matter and
◎A review was conducted of the Tsou, Mi-Fu;Huang, therefore
The 6th manager's annual salary Kun-Chang;Hansome abstained from
Mar. meeting compensation for 2024 as proposed Investment Inc. voting.
15,2024 of the 16 [th] by the Compensation Committee. Representative: Tsao, Fu-Yi
term ◎Personnel Transfers and Hansome Investment Inc.
Appointments Representative: Tsao, Fu-Yi
----- End of picture text -----

(d)Evaluation of performance

The Company has established a Board self- or peer-review methodology to evaluate the performance of the Board and the Functional Committee in December each year, preferably at least every three years, by an external professional independent organisation. The results of the evaluation are categorised into five levels: very good, excellent, fair, to be strengthened and poor. In addition, the executive unit will also report the results of the evaluation to the Board of Directors.

The company completed the evaluation of the Board at the end of 2023 and reported the results to the Board of Directors on 26 January 2024. The evaluation results for the Board of Directors, Board Members, and Functional Committees were all rated as "Excellent," indicating that the functions and operational efficiency of the Board of Directors and Functional Committees of the Company are satisfactory.

The evaluation of the Board of Directors is as follows:

-23-

Frequency Period Scope Method Content Date
reported
to the
Board
Once a year Jan. 1 to Dec.
31,2023
Board of
Directors
Self-evaluation
by the Board
A. Participating in the operation of
the Company
B. Improving the quality of the
Board of Directors' decision
making
C. Composition and structure of the
Board of Directors
D. Election and continuing
education of the directors
E. Internal Control
Jan.
26,2023
Jan. 1 to Dec.
31,2023
Board
members
Self-evaluation
by the
directors
A. Alignment of the goals and
missions of the Company
B. Awareness of the duties of a
director
C. Participating in the operation of
the Company
D. Management of internal
relationship and communication
E. The director's professionalism
and continuing education
F. Internal Control
Jan.
26,2023
Jan. 1 to Dec.
31,2023
Audit
Committee
Audit
committee
self-evaluation
A. Participating in the operation of
the Company
B. Awareness of the duties of the
audit committee
C. Improving the quality of
decisions made by the Audit
Committee
D. Makeup of the Audit Committee
and election of its members
E. Internal Control
Jan.
26,2023
Jan. 1 to Dec.
31,2023
Remunerati
on
Committee
Remuneration
Committee
Self-evaluation
A. Participating in the operation of
the Company
B. Awareness of the duties of the
Remuneration Committee
C. Improving the quality of
decisions made by the
Compensation Committee
D. Makeup of the Compensation
Committee and election of its
members
Jan.
26,2023
  • (e)Evaluation of the objectives (e.g., establishment of an audit committee, enhancement of information transparency, etc.) and the implementation status of strengthening the functions of the Board of Directors for the current year and the most recent year:

  • (i)In order to fulfil the supervisory responsibilities of the Board of Directors and to strengthen the management mechanism of the Board of Directors, the Company has established an ‘Audit Committee’. This committee is responsible for regularly and irregularly disclosing the operation situation and important resolutions on the Company's website. This is done in order to enhance the transparency of information.

  • (ii)In order to assist the Board of Directors in formulating and regularly reviewing the policies and systems for performance evaluation and remuneration of directors, supervisors and managers, the Company has established the ‘Remuneration Committee’ with the objective of

-24-

implementing corporate governance and safeguarding shareholders' rights and interests.

(B)Operation of the Audit Committee

(1)Operation of the Audit Committee:

The Audit Committee convened on nine occasions in 2023 up to 18 May 2024. Independent directors were in attendance at each meeting:

==> picture [477 x 204] intentionally omitted <==

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

Actual
Actual Attendance by
Title Name attendance rate Remark
attendance Proxy
(%)
Independent Liu, Reappointed on
9 0 100.00%
Director Heng-Yih June 19 ,2023
Independent Lue, Reappointed on
9 0 100.00%
Director Wen-Chia June 19 ,2023
Independent Chan, Term concluded
3 0 100.00%
Director Ting-Hsün on June 19 ,2023
Independent Huang Newly appointed
6 0 100.00%
Director I-Hung on June 19 ,2023
----- End of picture text -----

  • (2) Other Matters for the Audit Committee:

  • (a) If any of the following circumstances apply to the operation of the Audit Committee, we would be grateful if you could kindly describe the date and period of the Audit Committee meeting, the contents of the proposal, the dissenting opinions, reservations or material proposals of the independent directors, the results of the resolution of the Audit Committee, and the

  • Company's handling of the Audit Committee's opinion.

    • (i)Matters listed in Article 14-5 of the Securities and Exchange Act.

-25-

==> picture [491 x 618] intentionally omitted <==

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

Handling
Result of
Date/Term Content of Motion of the
Resolution
resolution
Jan. 18,2023/ ◎Approval of Investment in Establishing a New
The 16th meeting Subsidiary in the United States.
of the 1 [th] term
◎Approval of the 2022 Employee and Director
Compensation Distribution Plan.
Mar. 27,2023/
◎Approved the resolution on the evaluation on
The 17th meeting
the independence of the Company’s CPAs.
of the 1 [th] term
◎Approval of Investment in Establishing a New
Subsidiary in Vietnam.
◎Approved the first quarter 2023 Consolidated
May. 8,2023/
Financial Statements.
The 18th meeting
of the 1 [th] term ◎Approved the intercompany loan transaction
of HUA HONG INTERNATIONAL LTD.
◎Approval of the Consolidated Financial
Jul. 31,2023/ Statements for the Second Quarter of 2023.
The 1th meeting of ◎Approval of the Amendments to Certain
All the
the 2 [th] term Provisions of the Company's Internal Control All the motions
System. listed on the left motions
listed on
◎Approve the sale of shares in affiliated were agreed by
Aug. 29,2023/ company Hang Jian Technology Co.,Ltd. the Chairman the left are
The 2th meeting of ◎Approved the closure of the related company proposed
after consulting
the 2 [th] term business for AEON TECHNOLOGY (SHANG to the
all members
HAI) CO.,LTD. Board of
present, and the
◎Approval of the Consolidated Financial Directors
Nov. 9,2023/ motions were
Statements for the Third Quarter of 2023. and
The 3th meeting of the 2 [th] term ◎Approval of the Company's Audit Plan for 2024. passed without objection. resolved to be passed.
Jan. 26,2024/ ◎Proposed Capital Increase in Wha Yu Vietnam
The 4th meeting of Limited Liability Company.
the 2 [th] term
◎Approve the Business Report and Financial
Statement for 2023.
◎Approve the sale of shares in affiliated
Mar. 15,2024/ company Hang Jian Technology Co.,Ltd.
The 5th meeting of ◎Approved the resolution on the evaluation on
the 2 [th] term the independence of the Company’s CPAs.
◎Personnel Transfers and Appointments
(Appointment and Removal of the Financial
officer , Accounting officer)
◎Approved the first quarter 2024 Consolidated
May. 8,2024/
Financial Statements.
The 6th meeting of
the 2 [th] term ◎Approved the intercompany loan transaction
of HUA HONG INTERNATIONAL LTD.
----- End of picture text -----

(ii)With the exception of the matters mentioned above, any other matters which have not been approved by the Audit Committee and agreed by more than two-thirds of all the Directors:None.

(b)It would be helpful to have a description of the circumstances under which an independent director avoids a motion in which they have an interest.

-26-

This could include the name of the independent director, the content of the motion, the reason for the avoidance, and the circumstances under which they participated in the vote:None.

  • (c)Communication between the Independent Directors and the Head of Internal Audit and the CPAs.(The report should include a detailed account of the material matters, manner and results of communication regarding the company's financial and business conditions.) The independent directors of the Company have open communication with the head of internal audit and the accountants, and will promptly report to the independent directors if there are any special circumstances.

(i)The following table sets out the matters of communication between the Inde endent Directors and the Head of Internal Audit. p

==> picture [477 x 348] intentionally omitted <==

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

Communication
Date Communication matters
results
Approval of Investment in Establishing a New Subsidiary in the
Jan. 18,2023
United States.
Approved the resolution on the evaluation on the independence
of the Company’s CPAs.
Mar. 27,2023
Approval of Investment in Establishing a New Subsidiary in
Vietnam.
Approved the intercompany loan transaction of HUA HONG
INTERNATIONAL LTD. All the motions
May. 8,2023
Approval of Credit Facility from Taipei Fubon Commercial Bank listed on the left
for the Company and its Affiliates. have been
Jul. 31,2023 Approval of the Amendments to Certain Provisions of the communicated
Company's Internal Control System.
between the
Approve the sale of shares in affiliated company Hang Jian
Technology Co.,Ltd. Independent
Aug. 29,2023 Directors and the
Approved the closure of the related company business for
Head of Internal
AEON TECHNOLOGY (SHANG HAI) CO.,LTD.
Audit without
Nov. 9,2023 Approval of the Company's Audit Plan for 2024.
Proposed Capital Increase in Wha Yu Vietnam Limited Liability any objection.
Jan. 26,2024
Company.
Approve the sale of shares in affiliated company Hang Jian
Technology Co.,Ltd.
Mar. 15,2024
Approved the resolution on the evaluation on the independence
of the Company’s CPAs.
Approved the intercompany loan transaction of HUA HONG
May. 8,2024
INTERNATIONAL LTD.
----- End of picture text -----

-27-

(ii)The following table sets out the communication between the Inde endent Directors and the CPAs. p

==> picture [477 x 322] intentionally omitted <==

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

Communication
Date Communication matters
results
Jan. 18,2023 Approval of Investment in Establishing a New Subsidiary in the
United States.
Approval of the 2022 Employee and Director Compensation
Distribution Plan.
Mar. 27,2023
Approval of Investment in Establishing a New Subsidiary in
Vietnam.
Approved the first quarter 2023 Consolidated Financial
May. 8,2023
Statements. All the motions
Approval of the Consolidated Financial Statements for the listed on the left
Second Quarter of 2023.
Jul. 31,2023 have been
Approval of the Amendments to Certain Provisions of the
communicated by
Company's Internal Control System.
the Independent
Approve the sale of shares in affiliated company Hang Jian
Aug. 29,2023 Directors to the
Technology Co.,Ltd.
CPAs without
Approval of the Consolidated Financial Statements for the Third
Nov. 9,2023
Quarter of 2023. any objection.
Proposed Capital Increase in Wha Yu Vietnam Limited Liability
Jan. 26,2024
Company.
Approve the Business Report and Financial Statement for 2023.
Mar. 15,2024 Approve the sale of shares in affiliated company Hang Jian
Technology Co.,Ltd.
Approved the first quarter 2024 Consolidated Financial
May. 8,2024
Statements.
----- End of picture text -----

-28-

(C)Implementation of Corporate Governance and Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons.

==> picture [775 x 427] intentionally omitted <==

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

Implementation Status Corporate Governance Deviations from the
Evaluation Item Best-Practice Principles for
Yes No Description TWSE/TPEx Listed
Companies and Reasons
I.Does the company establish and disclose its corporate governance best practice The company has a code of Corporate Governance Practices. It is on the company website and the Market
ˇ
principles based on the Corporate Governance Best Practice Principles for Observation Post System (MOPS). This is to make sure the company is run well and that shareholders get None
TWSE/TPEx Listed Companies? the most out of it.
II.Shareholding structure and shareholders' rights (1)Shareholders can make proposals at the meeting. The company has a spokesperson system for this.
(1)Does the company establish an internal process for shareholders’ (2)Most of the Company's major shareholders are directors, supervisors and the management team, who
proposals ,questions, disputes, and lawsuits? report any changes in their shareholdings to the Company on a monthly basis. The Company also keeps
(2)Does the company maintain information on the identities of its major a list of its major shareholders and the people who control them. This is done through the share agent's
records when the ownership of the Company changes.
(3)Does the company implement a risk control mechanism and firewalls between shareholders and their ultimate controlling persons? ˇ (3)The management of the Company and its affiliates is conducted in accordance with the relevant None
itself and its affiliates? regulations and subsidiary management rules. Each company is subject to an internal control
system that ensures the implementation of risk control and firewall mechanisms.
(4)Does the company implement internal regulations to prevent the practice of
(4)The Company has set up rules to stop insiders trading on the basis of secret information and has made
insider trading?
sure that everyone follows the relevant laws and regulations.
III. Composition and responsibilities of the Board of Directors (1) The Company has established the Code of Corporate Governance Practices. The Board of Directors
(1)Does the Board of Directors formulate a diversity policy, specific management should be diverse, with members from different backgrounds. The Board of Directors of the Company
objectives and implement them? consists of professors, accountants and industry experts.
(2)Does the company establish additional functional committees in addition to the (2) In addition to the Company's Compensation Committee and Audit Committee, the Company has not
legally-required Remuneration Committee and Audit Committee on a established any other functional committees for the time being.
(3)The company evaluates the Board of Directors and functional committees each December. This is done
voluntary basis?
by an external organisation at least once every three years. The results are classified into five levels:
(3)Does the company establish standards and methods for evaluating the
performance of the Board of Directors? If so, are these standards and methods ˇ excellent, good, fair, to be strengthened, and poor. The 2023 performance evaluation result is ‘excellent’ None
and will be reported to the Board of Directors on 26 January 2024.
applied on an annual basis and are the results of the evaluations reported to the
(4)The certified public accountants are not directors, managers, employees, or shareholders of the Company
Board of Directors? Furthermore, are the evaluations used as a reference for
or its affiliates. They are not interested parties and comply with the independence requirements of the
individual directors' remuneration, nomination and renewal? authorities. (See Note 1 for the table of certified public accountants' independence assessments). The
(4)Does the company conduct regular evaluations of the independence of its company checks the accountants' professionalism and independence once a year. The accountants have
CPAs? said they are independent in relation to any questions about their work. The most recent two-year check
was done by the board on 27 March 2023 and 15 March 2024.
IV.Does the Company have a suitable and appropriate number of corporate
governance personnel and designate a head of corporate governance to be
responsible for corporate governance-related matters?(including, but not limited
On 15 March 2024, the Company's Board of Directors decided to move Mr. Chen Huang Chueh, Associate
to, providing directors and supervisors with the information they need to
perform their duties, assisting directors and supervisors in complying with laws ˇ of the Finance Division, to be the Head of Corporate Governance. This person will help the directors with None
business information, regulations and Board of Directors and shareholders meetings.
and regulations, conducting board of directors‘ and shareholders’ meetings in
accordance with the law, and preparing minutes of board of directors‘ and
shareholders’ meetings, etc.)
V.Does the company communicate with stakeholders (shareholders, employees, ˇ
customers, suppliers, etc.)? Does it have a dedicated area on its website for The company discloses financial and business information to stakeholders. The Company has a
stakeholders? Does it respond to important CSR issues? This includes ‘Stakeholders’ Corner’ on its website to help stakeholders. To achieve sustainable development, we have set None
shareholders, employees, customers, and suppliers? up a Sustainability Office to promote various issues.
----- End of picture text -----

-29-

==> picture [775 x 283] intentionally omitted <==

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

Implementation Status Corporate Governance Deviations from the
Evaluation Item Best-Practice Principles for
Yes No Description ComTWSE/TPEx Listed panies and Reasons
VI.Does the company engage the services of a professional share registrar to facilitate the shareholders' meeting? ˇ The Company appointed Stock Transfer Agency Unit , Taishin Securities Co., Ltd. to assist in various matters at the Shareholders' Meeting. None
VII.Disclosure of Information
(1)Does the company maintain a website that provides information about its
financial operations and corporate governance?
(2)Does the company employ alternative means of disseminating information? (1)The company has a website in English and Chinese at www.whayu.com. The Company discloses its (1)None
(Including setting up an English website, appointing a person responsible for finances, business and corporate governance on the Market Observation Post System in accordance with (2)None
the collection and disclosure of company information, implementing a the regulations. It regularly updates its financial and business information. (3) In the future,
spokesperson system, and placing the company's website in the proceedings of ˇ (2)The Company always discloses information on time. The Company has a staff member who collects and the Company
the corporate presentation, etc.) discloses corporate information and a spokesperson system to protect investors. will comply
(3)Does the company publish its annual financial report within two months of the (3)The Company has not yet achieved this. with relevant
end of the accounting year? Furthermore, does it publish the financial reports for laws and
the first, second and third quarters, as well as the operational reports for each regulations.
month, in advance of the prescribed deadline?
VIII.Does the company possess any additional pertinent data that would be
beneficial in elucidating the functioning of corporate governance?(This
encompasses, but is not limited to, matters pertaining to employees' rights and
benefits, employee care, investor relations, supplier relations, the rights of
interested parties, directors' and supervisors' further education, the ˇ Relevant information has been disclosed on the Company's website and Annual Report. None
implementation of risk management policies and risk measurement standards,
the implementation of customer policies, and the Company's purchase of
liability insurance for directors and supervisors.)
IX.Please provide a detailed account of the enhancements implemented in response to the findings of the most recent annual Corporate Governance Assessment published by the Corporate Governance Centre of the
Taiwan Stock Exchange Corporation. Additionally, propose a set of priorities and measures to reinforce those aspects that have not yet been improved: The Company considers potential enhancements for the
unscored items following the announcement of the annual evaluation results, with a view to furthering the interests of our shareholders.
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-30-

Note 1: Items for assessing the independence of the CPAs are listed as follows:

==> picture [451 x 297] intentionally omitted <==

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

Results of Evaluation
Evaluation Items Tsai, Lin,
Mei-Chen Hsin-Tung
1. No financial interest with the client.
2. Avoid any inappropriate relationships with the client.
3. Accountants must ensure that their assistants maintain
honesty, impartiality, and independence.
4. Financial statements of the service institution from within
two years prior to practice may not be audited or certified.
5. The accountant's name must not be used by others.
6. No shares in the company or its affiliates are held.
All of the items listed on
7. No monetary loans with the company or its affiliates exist.
the left are Qualified
8. No investments or profit-sharing with the company or its
and Independent.
affiliates.
9. No regular employment or salary from the company or its
affiliates.
10. Not involved in the company's management.
11. No other businesses that may compromise independence.
12. No family relationships with the Company's management.
13. No commissions related to business activities.
14. No penalties or compromising situations have occurred.
----- End of picture text -----

  • (D)Composition, duties, and operation of the Compensation Committee:

  • (1)Composition of the Compensation Committee:

May 18,2024
Name Criteria
Professional qualification
and Work Experience
Independence
Situation

Number of Other
Public Companies
where the Individual
Concurrently Serves as
an Independent
Director
Independent
Director
(Convener)
Liu,
Heng-Yih
Please refer to page 15 of this Annual Report
Information about Directors and Management
Team Item 4. Disclosure of the professional
qualifications of Directors and the Independent
of Independence Directors.
3
Independent
Director
Lue,
Wen-Chia
0
Independent
Director
Huang
I-Hung
0

(2)Duties of the Compensation Committee: The members of this Committee shall perform the following duties in a diligent and prudent manner, and shall be accountable to the Board of Directors, and shall submit their recommendations to the Board of Directors for discussion:

(a)To establish and periodically review the policies, systems, standards and structures for performance evaluation and compensation of directors and managers.

-31-

  • (b)Regularly evaluate and determine the compensation of directors and managers.

  • (3)Operation of the Compensation Committee:

  • (a) The Company's Compensation Committee is comprised of three members.

  • (b)The term of office of the current members is from 31/07/2023 to 18/06/2026.The total number of meetings held by the Remuneration Committee from 2023 to 18/05/2024 is five, and the membership and attendance are as follows:

attendance are as follows:
Title
Name
Attendance
in Person
Attendance
byProxy
Attendance
Rate(%)
Remark
Convener
Liu,
Heng-Yih
5
0
100%
Reappointed on
Jul. 31,2023
Members of the
Committee
Lue,
Wen-Chia
5
0
100%
Reappointed on
Jul. 31,2023
Members of the
Committee
Chan,
Ting-Hsü
n
2
0
100%
Term concluded on
Jun. 19 ,2023
Members of the
Committee
Huang
I-Hung
3
0
100%
Newly appointed
onJul. 31,2023
Other Matters for the Remuneration Committee:
(A)If the Board of Directors does not adopt or change the Compensation Committee's recommendations, the Board of
Directors must say when the meeting is, what was discussed, and the result. The resolution and the company's handling
of the Compensation Committee's opinion (if the Board of Directors' approval of the compensation is different from the
Compensation Committee's recommendation, it shall state the reason for the discrepancy):None.
(B)If the members of the Compensation Committee have any objections or reservations, they must be recorded in writing.
The date and period of the meeting, the motion, the opinions of all members, and the handling of the opinions must be
stated:None.

(C)The Compensation Committee convened to review and evaluate the

Company's compensation information for the most recent year:

==> picture [469 x 244] intentionally omitted <==

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

The Company's
Date of meeting Date of Resolution Handling of the
of Remuneration Board Content of the motion and follow-up Opinions of the
Results
Committee Meeting Remuneration
Committee
1. A review was conducted of the Chairman's 2023
compensation proposal.
Jan. 18,2023 Jan. 18,2023 2. Appointment of personnel.
3. A review was conducted of the 2022
performance bonus proposal.
1. Review of the 2022 Employee and Director
Compensation Allocation. All the motions
The motions listed
Mar. 27,2023 Mar. 27,2023 2. A review was conducted of the manager's listed on the left
on the left were
annual salary compensation for 2023 as are proposed to
proposed by the Compensation Committee. agreed by all the Board of
members of the
1. Review the consideration of the 2022 Manager's Remuneration Directors and
Aug. 29,2023 Aug. 29,2023 and Director's Compensation Distribution Plan. Committee. resolved to be
2.Personnel Appointments. passed.
Personnel Appointments.
Jan. 26,2024 Jan. 26,2024
1. A review was conducted of the manager's
annual salary compensation for 2024 as
Mar. 15,2024 Mar. 15,2024
proposed by the Compensation Committee.
2. Personnel Transfers and Appointments.
----- End of picture text -----

-32-

  • (E)The implementation of sustainable development and the differentiation between sustainable development best practice principles for TWSE/TPEx listed companies is presented, along with the rationale behind the differentiation:

  • (1)The systems and measures adopted by the Company in relation to its environmental, social, human rights, safety and health, and other social res onsibilit activities are as follows: p y

==> picture [767 x 363] intentionally omitted <==

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

Deviations from the
Implementation Status Sustainable Development
Promoting Item Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies and Reasons
I. Has the company set up a unit for sustainable development? Is this unit authorised by the In order to achieve sustainable development, the Company will change the ‘ESG Project Team’ to the
Board of Directors to be handled by the senior management and supervised by the Board of ‘Sustainability Office’ to coordinate the promotion of various matters, formulate relevant management rules
Directors? and regulations, etc., and disclose information on sustainability to pay attention to the rights and interests of
stakeholders, and to attach importance to the environment, society and corporate governance factors while
ˇ pursuing sustainable operation and profitability, the above adjustments will be reported to the Board of None
Directors on 26 January 2024, and will be implemented by the Company. The Sustainability Office has eight
groups, including quality control, corporate governance, employee care, social care, environmental
sustainability, product innovation, supply chain management, and customer care. It reports to the Board of
Directors on its work each year.
II. Does the company assess environmental, social and governance risks related to its The Company's Sustainability Office looks at international sustainability standards, the World Economic
operations? Forum (WEF) Global Risk Report, and industry trends. It uses the materiality principle to decide what to
focus on. This means that it looks at things that are important to stakeholders, have a big impact on the
ˇ Company's operation, and are in line with the priority of the development objectives of sustainable None
management. Assess the impact of environmental, social, governance, and risk management (including
supply chain risks, climate risks, information security, and data protection) and set objectives and
management strategies.
III.Environmental Issues. (1)The company has established ISO14001 environmental management system and conducts regular internal
(1)Has the company established an appropriate environmental management system according and external audits every year.
to the characteristics of its industry? (2)The Company has set up recycling bins for resource classification and conducts occasional education and
(2)Does the company endeavour to improve the efficiency of energy use and use recycled training for internal staff on environmental protection; and also commissions qualified vendors to carry
materials that have a low impact on the environment? out waste recycling and disposal operations.
(3)Does the company assess the potential risks and opportunities of climate change on the (3)The Company conducts air-conditioning temperature control during the summer months and conducts
enterprise now and in the future, and take relevant countermeasures? ambient air measurements every six months to ensure air quality and the effective use of energy to
(4)Has the company compiled statistics on greenhouse gas emissions, water consumption and achieve the goal of energy conservation and carbon reduction.
total weight of waste over the past two years, and formulated policies on greenhouse gas (4)The Company's energy saving and carbon reduction and greenhouse gas reduction strategies:
reduction, water consumption reduction or other waste management? a)Adjust air-conditioning opening hours and temperatures in office premises in a timely manner.
ˇ b) Implement green planting to save energy and reduce carbon emissions. None
c) Control lighting zones and automated control during off-duty hours, and implement rubbish
classification to reduce the amount of rubbish.
d)Reduce the amount of rubbish in the office. Environmental data for the past two years for the main
production sites:
Type 2022 2023
Total greenhouse gas emissions
1,627.93 1,729.53
(metric ton of CO2e)
Waste (metric ton) 54 54
Water consumption (m3) 12,188 10,107
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Deviations from the
Implementation Status Sustainable Development
Promoting Item Best Practice Principles
Yes No Description for TWSE/TPEx Listed
Companies and Reasons
IV.Society Issues. (1)The Company follows the relevant labour laws and regulations to protect employees' rights and interests.
(1) Has the company set up relevant management policies and procedures? It has established the ‘Work Rules and Management Regulations’.
(2) Does the company offer fair pay and benefits to employees? (2)For details of the Company's employee benefits, see the ‘Labour Relations’ section of the annual report.
(3) Does the company provide a safe and healthy working environment? Article 20 of the company's articles of incorporation says that 10% to 20% of the annual profit should be
(4) Does the company provide training for employees? set aside for employee pay.
(5) Does the company comply with relevant laws and regulations? (3)The company offers annual health checks and on-site occupational health advice to create a safe and
(6) Does the company have supplier management policies that require suppliers to comply ˇ comfortable working environment. There were no fatal or injury cases in 2023. None
with relevant regulations on environmental protection, occupational safety and health, or (4)Provide training to help employees do their jobs well and to help the company grow. The Company also
labour rights? provides other benefits to employees, such as accident insurance, training and education subsidies, and
career development assistance.
(5)The Company has a Customer Service Code of Conduct to handle products and services effectively.
(6) Suppliers must comply with the European Union's RoHS directive and customer environmental
protection requirements. Suppliers must also meet green environmental protection requirements.
V.Does the company use international standards or guidelines for preparing reports that The Company makes reference to the internationally recognised standards or guidelines for the preparation
disclose non-financial information about the company? Have you had the reports checked ˇ of reports and publishes them on the Company's website. The process of obtaining third-party validation of None
by someone else? the report will be completed gradually in accordance with the law.
VI. If a company has its own code of practice for sustainable development based on the ‘Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies’, please describe how it differs from the code of practice established: The
company will create a code of practice for sustainable development based on the ‘Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies’.
VII. Other important information about the implementation of sustainable development:
(1) Environmental protection: The company recycles packaging materials to reduce pollution and waste. It also aims to be sustainable and fulfil its social responsibility.
(2) Human rights: The company treats its employees fairly and with respect. There have been no labour disputes, showing the Company's efforts on human rights issues.
(3) Safety and health: The Company provides a safe workplace for its employees. The company also gets safety and health training to avoid accidents.
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(2)Execution of Climate-related Information:

Enforcement Item Situations 1.Describe how the board of directors and management oversee and The Company's govern climate-related risks and opportunities. Sustainability 2. Describe how climate risks and opportunities affect the business, Office will strategy and finances of the organisation. undertake a 3. Describe the financial impacts of extreme climate events and comprehensive transformational actions. examination of 4. Describe how climate risk identification, assessment and the evolution of management processes are integrated into the overall risk international management system. sustainability 5. If scenario analysis is used to assess the resilience to climate change standards and risk, describe the scenarios, parameters, assumptions, factors regulations, analysed, and major financial impacts. with a view to 6. If there is a transition plan for managing climate-related risks, identifying and describe the plan and how it will be used to identify and manage the assessing the entity's risks and transition plan. If there is a transition plan to impact of manage climate-related risks, describe the plan and the indicators climate risk on and targets used to identify and manage entity and transition risks. the Company's 7. If internal carbon pricing is used as a planning tool, describe how the operations. price is set. Furthermore, 8. If targets are set, say what is covered, how much greenhouse gas is the Office will emitted, when it will be done and how much progress has been formulate made. If carbon offsets or RECs are used to achieve the target, the objectives and source and amount of carbon credits offset or the annual progress management should be stated. If carbon offsets or RECs are used to achieve strategies targets, say how many were used. If carbon credits or RECs are designed to used to achieve targets, the source and quantity of carbon credits or mitigate the RECs offset should be stated. aforementioned 9. Greenhouse gas inventory and confirmation of targets, strategies and risks. action lans. p

(3)Greenhouse Gas Inventory and Confirmation:

  • (a)Describe the greenhouse gas emissions (metric ton of CO2e), intensity (metric ton of CO2e/million) and the scope of the data for the last two years:

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Item/Year 2022 2023
Greenhouse Gases (Scope 1 and 2)
931.60 838.40
Emissions (metric ton of CO2e)
Emission Intensity (metric ton of CO2e/million) 0.54 0.73
(Note: Individual Financial Reports)
Scope of Information Taiwan: Headquarters and Factory
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(b)Greenhouse Gas Confirmation Information: As at the date of printing of the annual report, the Company has arranged for the verification of the certificate, which is expected to be obtained in the third quarter of 2024. The results will be made available on the Company's official website at the same time.

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  • (F)The Company has established an internal control system, an internal audit system, and various management methods, and the auditors and outside professionals (accountants) conduct random checks on their implementation from time to time: The company has established an internal control system, an internal audit system and various management methods, and their implementation is subject to random checks by auditors and external professionals (accountants) from time to time. In addition, the company has set up a corporate website for the public to understand the company. Significant financial and business information is disclosed in a timely manner on the public information website in accordance with the regulations of the law for the review of general investors. Furthermore, the implementation of social responsibility is disclosed in the annual report and the public statement.

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Operational Situation Difference with
Ethical Corporate
Management Best
Evaluation Items Practice Principles
Yes No Summary Description for TWSE/TPEx
Listed Companies
and Reasons for
Difference
I. Establishment of Integrity Management Policies and (A)The company has two key documents: the Code of Business
Programmes. Integrity and the Operating Procedures and Behavioural
(A) Has the company approved an honesty policy? If so, has Guidelines for Business Integrity. The Board of Directors
the policy been clearly stated and is the company approved both documents, which set out the company's
committed to implementing it? policies and practices in relation to business integrity. They
(B) Has the company set up a way to assess the risk of also show that the Board of Directors and senior management
dishonesty, regularly analyse and evaluate business will put the business policies into practice.
activities that carry a higher risk of dishonesty, and create (B)The company has set up the Code of Business Integrity and No
a plan to prevent dishonesty based on this? Does the plan ˇ the Business Integrity Procedures and Behavioural
discrepancy
cover the preventive measures for behaviours in Article Guidelines. These set out how the company should act
7, paragraph 2 of the “Ethical Corporate Management ethically, avoid conflicts of interest and deal with business
Best Practice Principles for TWSE/TPEx Listed hospitality. The company has a way to find out if people are
Companies”? being dishonest. It also provides training and tests to help
(C) Has the company set up a plan to stop dishonest staff do their jobs well.
behaviour? This should include rules, penalties for (C)The company asks suppliers, contractors, and other partners
breaking them and a way to report wrongdoing. Has this to promise they won't do anything unethical or offer bribes to
plan been put into practice and regularly updated? employees.
II.Implementation of Integrity Management. (A)Before doing business with another company, we check if
(A) Has the company checked if its partners are honest and they are legal, if they have good business policies, and if they
written this in its contracts? have a record of dishonest conduct. This helps us understand
(B)Has the company set up a unit to promote integrity and their business operations and includes compliance with
report on its policies and plans to prevent dishonesty? integrity in the contract.
(C)Has the company set up a policy to avoid conflicts of (B)The Human Resources and Legal Departments create the
interest, given people a way to represent them, and company's integrity policies and programs. The Audit Office
followed it? oversees their implementation and reports to the Board of
(D)Has the company set up an effective accounting and Directors on their status.
internal control system for preventing fraud? Has the (C)The company has a code of business integrity and business
internal audit unit created an audit plan based on the risk integrity procedures for all employees. If a conflict of interest
of fraud and checked that the plan is being followed? Or ˇ arises, the Company will try to prevent it. This is to protect No
has it hired an accountant to do this? the interests of all shareholders. discrepancy
(E)Does the company offer regular training on integrity (D)The company has an effective accounting system and internal
management? control system to ensure ethical operations. It has an internal
control system for business processes that may involve
dishonesty and an annual audit plan. The audit unit regularly
checks the compliance status.
(E)The company holds meetings to let employees understand
management decisions and express their opinions. The
company offers regular training and promotion
opportunities. The system is linked to employee performance
reviews. It rewards and penalises employees based on their
participation and contribution.
III.Operation of the Corporate Reporting System (A) The company has set up a way for employees, suppliers and
(A) Has the company set up a reporting system and assigned customers to report fraud. Anyone can report to the
personnel to receive reports? company's Receiving Officer, who is the Head of Internal
(B) Has the company set out how it will investigate reports, Audit. They can report by name or anonymously, and with or
what it will do afterwards and how it will keep without evidence. They can report orally, in writing, by email
information confidential? ˇ or by any other appropriate means. No
(C) Has the Company protected the complainant from being (B) The person in charge of receiving reports must only collect discrepancy
treated badly because of the complaint? the information needed for the purpose. The receiving officer
should keep the documents from the reporting and
investigating process in a proper way and file them.
(C) Employees who report wrongdoing will be protected from
unfair treatment, retaliation or threats.
IV.Enhanced Information Disclosure. The company has hired people to do related jobs. It collects and No
Does the company publish its Code of Conduct on its ˇ shares relevant information. The company's website is at
website and Market Observation Post System? https://www.whayu.com. discrepancy
V. If the company has its own code of conduct based on the ‘Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies’,
please explain how it differs from the code.
The company complies with the ‘Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies’ and has its own code of
conduct.
VI.Further information on the Company's operations with respect to integrity can be found in the preceding description of operations.
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  • (G) If the company has a code of corporate governance and related regulations, we would be grateful if you could kindly direct us to the relevant enquiry method:The company has established a series of internal regulations, including Board Meeting Regulations , Shareholders' Meeting Rules , Procedures for

  • Acquiring or Disposing of Assets , Procedures for Engaging in Derivative Transactions , Endorsement and Guarantee Procedures , Loan Operations Procedures , Internal Control System Processing Guidelines , Corporate Governance Practices Guidelines 」「 , Integrity Operating Principles and Integrity Operating Procedures and Code of Conduct . All of these regulations have been approved by the Board of Directors. The content of these documents is consistent with the principles of corporate governance, and the company adheres to them in a strict manner. Should any further clarification be required, kindly direct your enquiry to the Market Observation Post System, the company's website, or alternatively, contact the company's shareholder services personnel.

  • (H)Furthermore, other pertinent data may be disclosed in order to enhance the understanding of the operation of corporate governance:

  • (1)List of Refreshments

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Title Name Learning Institutions Course Name
New Thinking on Group Tax Governance from Digital Taxation and
Chairman Tsou, Mi-Fu Taiwan Corporate Governance Association Future Trends of International Rental Taxation
A guide to ensuring compliance with the rules of business ethics.
New Thinking on Group Tax Governance from Digital Taxation and
Independent
Liu, Heng-Yih Taiwan Corporate Governance Association Future Trends of International Rental Taxation
Director
A guide to ensuring compliance with the rules of business ethics.
New Thinking on Group Tax Governance from Digital Taxation and
Independent
Lue, Wen-Chia Taiwan Corporate Governance Association Future Trends of International Rental Taxation
Director
A guide to ensuring compliance with the rules of business ethics.
New Thinking on Group Tax Governance from Digital Taxation and
Independent
Huang I-Hung Taiwan Corporate Governance Association Future Trends of International Rental Taxation
Director
A guide to ensuring compliance with the rules of business ethics.
New Thinking on Group Tax Governance from Digital Taxation and
Director Sun, Cheng-Pen Taiwan Corporate Governance Association Future Trends of International Rental Taxation
A guide to ensuring compliance with the rules of business ethics.
Director New Thinking on Group Tax Governance from Digital Taxation and
Huang,
and Senior Taiwan Corporate Governance Association Future Trends of International Rental Taxation
Kun-Chang
Manager A guide to ensuring compliance with the rules of business ethics.
New Thinking on Group Tax Governance from Digital Taxation and
Director Lu, Te-Mao Taiwan Corporate Governance Association Future Trends of International Rental Taxation
A guide to ensuring compliance with the rules of business ethics.
New Thinking on Group Tax Governance from Digital Taxation and
Chuang,
Director Taiwan Corporate Governance Association Future Trends of International Rental Taxation
Ming-Yuan
A guide to ensuring compliance with the rules of business ethics.
Taiwan Corporate Governance Association New Thinking on Group Tax Governance from Digital Taxation and
Future Trends of International Rental Taxation
Director Lin Cheng Wei A guide to ensuring compliance with the rules of business ethics.
SECURITIES & FUTURES INSTITUTE Seminar on Derivative Financial Markets for Corporate
Sustainability
Director Taiwan Corporate Governance Association
New Thinking on Group Tax Governance from Digital Taxation and
Representative ,
Future Trends of International Rental Taxation
CFO and Head of Tsao, Fu-Yi
A guide to ensuring compliance with the rules of business ethics.
Corporate Accounting Research and Development
Continuing Education Programme for Accounting Supervisors.
Governance Foundation
The Institute of Internal Auditors-Chinese
Production Cycle and Audit Key Points
Head of Taiwan
Hsu, Hsiang-Yi
Internal Audit Accounting Research and Development
Internal Auditor Audit and control of Information Security.
Foundation
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  • (2)Other material information that would enhance understanding of how corporate governance is working: Please refer to the Market Observation Post System.

  • (I)The status of the implementation of the internal control system should be made clear in order to disclose the following matters:

  • (1)Statement of Internal Control

WHA YU INDUSTRIAL CO., LTD.

Statement about Internal Control System

Date:Mar.15,2024

  • Based on the results of our self-assessment of our internal control system for

  • 2023, we hereby declare as follows:

  • I. The Company acknowledges the importance of the Board of Directors and managers of the Company in establishing, implementing and maintaining an internal control system. The Company has taken steps to implement such a system. The purpose of this system is to provide reasonable assurance of the effectiveness and efficiency of operations (including profitability, performance, and safeguarding of assets, etc.), the reliability, timeliness, and transparency of reporting, and compliance with relevant regulations and laws and regulations.

  • II. The internal control system is not without inherent limitations. Regardless of its design, an effective internal control system can only provide reasonable assurance that the three objectives mentioned above are achieved. Furthermore, the effectiveness of the internal control system may change as a result of changes in the environment and circumstances. However, the Company's internal control system has a self-monitoring mechanism. Once deficiencies are identified, the Company will take corrective actions.

  • III. The Company endeavours to assess the effectiveness of its internal control system based on the items for determining the effectiveness of the internal control system as stipulated in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the Regulations). The judgmental items of the internal control system adopted in the ‘Guidelines for Handling of Internal Control Systems’ are based on the process of management control, and the internal control system is classified into five components: 1. control environment, 2. risk assessment, 3. control operations, 4. information and communication, and 5. supervisory operations. Each of these components is made up of a number of items. For more information on these items, please refer to the Regulations.

  • IV. The Company has implemented a system of internal controls that includes the following judgemental items. These are designed to help us assess the effectiveness of the design and implementation of the internal control system.

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  • V. Based on the results of the previous assessment, the Company concluded that the design and implementation of the Company's internal control system (including the supervision and management of subsidiaries), including the understanding of the extent to which the objectives of operational effectiveness and efficiency have been achieved, and the extent to which reporting is reliable, timely, transparent and in compliance with relevant standards and regulations and relevant laws and regulations, are effective, and that the design and implementation of the system is capable of reasonably assuring the achievement of the above objectives. Achieve the above objectives.

  • VI. This statement will form the basis of the Company's Annual Report and public prospectus, and will be made public. Any falsehood, concealment, or other unlawful acts in the above disclosed information may result in legal liabilities under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII.This statement was approved by the Board of Directors of the Company on 15 March 2024. Of the 10 directors present, none expressed opposition to the statement, and the majority indicated their support for its contents. In light of this, we, the undersigned, declare that.

WHA YU INDUSTRIAL CO., LTD. Chairman:Tsou, Mi-Fu President:Peng, Chao-Chung

  • (2)It would be advisable to disclose the accountant's review report if an accountant is appointed to conduct a project to review the internal control system:None.

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  • (J) In recent years and up to the date of publication of the annual report, if the company and its internal staff have been punished according to law, or if the company has punished its internal staff for violating the provisions of the internal control system, and the results of the punishment may have a significant impact on shareholders' interests or the price of the securities, the details of the punishment, the main deficiencies and the circumstances of the improvement should be listed:None.

  • (K) Significant Resolutions of the Shareholders' Meeting and the Board of Directors for the most recent year and up to the date of publication of the Annual Report.

  • (1)Important Resolutions of the Shareholders' Meeting:

Meeting Date Important Resolution
Enforcement Situations
Important Resolution
Enforcement Situations
Jun. 19,2023 (1)Recognition of Business Report and
Financial Statement for 2022
The case was approved by the shareholders.
The number of votes for shareholders was
68,737,093. (100%)
Number of votes in favour 64,020,688(93.13%)
Abstention/Non-voting 4,682,766(6.81%)
Number of objections 33,639(0.04%);Number of
invalid votes 0.
(2)Recognition of Earnings Distribution
for 2022
The case was approved by the shareholders.
The number of votes for shareholders was
68,737,093. (100%)
Number of votes in favour 64,020,598 (93.13%)
Abstention/Non-voting 4,680,765 (6.80%)
Number of objections 35,730 (0.05%);Number of
invalid votes 0.
  • (2)Significant Resolutions of the Board of Directors for the year 2023 and up to the date of printing of the Annual Report:

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Date Meeting Important Resolution
1.Approved the Company's 2023 Annual Budget Plan.
2.Approved the Company's 2023 business plan.
3.Approval of Investment in Establishing a New Subsidiary in the
United States.
The 17th 4.Approved the Chairman's salary for 2023.
Jan. 18,2023 meeting of 5.Appointment of personnel.
the 15 [th] term 6.Consideration of the 2022 performance bonus proposal.
7. Approval of Credit Facility from CTBC for the Company and its
Affiliates.
8.Application for short-term consolidated credit facilities from existing
banks for the Company.
1.Approval of the 2022 Employee and Director Compensation
Distribution Plan.
2.Consideration of the 2023 Manager's Annual Compensation, as
proposed by the Remuneration Committee.
The 18th 3.Approve the Business Report and Financial Statement for 2022
Mar. 27,2023 meeting of 4.Approve the Earnings Distribution for 2022.
the 15 [th] term 5.Approval of the statement of internal control system for the year 2022.
6.Approved the resolution on the evaluation on the independence of the
Company’s CPAs
7.Approval of Investment in Establishing a New Subsidiary in Vietnam.
8.Election of Directors and Nomination of Candidates.
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Date Meeting Important Resolution
9.Approval of the Removal of Non-Compete Restrictions for Newly
Appointed Directors.
10.Approved the convening of the 2023 Annual General Meeting of
Shareholders of the Company.
11.Application for short-term consolidated credit facilities from existing
banks for the Company.
12.Approval of the Implementation of the ESG Sustainability Project
and the Appointment of a Corporate Governance Officer.
1.Approved the first quarter 2023 Consolidated Financial Statements.
2.Approval of the Company's "Pre-Approval Procedures for
The 19th Non-Assurance Services Provided by the Auditors"
May. 8,2023 meeting of 3.Approved the intercompany loan transaction of HUA HONG
the 15 [th] term INTERNATIONAL LTD.
4.Approval of Credit Facility from Taipei Fubon Commercial Bank for
the Company and its Affiliates.
The 1th Approval of the Election of the Chairman for the 16 [th] Term.
Jun. 19,2023 meeting of
the 16 [th] term
1.Approval of the Consolidated Financial Statements for the Second
Quarter of 2023.
2.Approved the review of the provision of non-confidence services by
Deloitte & Touche and its affiliates.
The 2th 3.Approval of the Amendments to Certain Provisions of the Company's
Jul. 31,2023 meeting of Internal Control System.
the 16 [th] term 4.Approval of the Ex-Dividend Date and Related Matters.
5.Approval of the Appointment of Members to the Fifth Compensation
Committee.
6.Application for short-term consolidated credit facilities from existing
banks for the Company.
1.Approve the sale of shares in affiliated company Hang Jian
Technology Co.,Ltd.
2.Approved the closure of the related company business for AEON
The 3th TECHNOLOGY (SHANG HAI) CO.,LTD.
Aug. 29,2023 meeting of 3.Approved the consideration of the 2022 Manager's and Director's
the 16 [th] term Compensation Distribution Plan.
4.Appointment of personnel.
5.Application for short-term consolidated credit facilities from existing
banks for the Company.
1.Approval of the Consolidated Financial Statements for the Third
The 4th Quarter of 2023.
Nov. 9,2023 meeting of 2.Approval of the Company's Audit Plan for 2024.
the 16 [th] term 3.Application for short-term consolidated credit facilities from existing
banks for the Company.
1.Approved the Company's 2024 Annual Budget Plan.
2.Approved the Company's 2024 business plan.
3.Personnel Appointments.
The 5th 4.Proposed Capital Increase in Wha Yu Vietnam Limited Liability
Jan. 26,2024 meeting of Company.
the 16 [th] term 5.Approval of Credit Facility from CTCB for the Company and its
Affiliates
6.Application for short-term consolidated credit facilities from existing
banks for the Company.
1.Approve the Business Report and Financial Statement for 2023
The 6th
2.Approve the Deficit compensation for 2023.
Mar. 15,2024 meeting of
3.Consideration of the 2024 Manager's Annual Compensation, as
the 16 [th] term
proposed by the Remuneration Committee.
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Date Meeting Important Resolution
4.Personnel Transfers and Appointments.
5.Approve the sale of shares in affiliated company Hang Jian
Technology Co.,Ltd.
6.Approval of the statement of internal control system for the year 2023.
7.Approved the resolution on the evaluation on the independence of the
Company’s CPAs.
8.Approved the review of the provision of non-confidence services by
Deloitte & Touche and its affiliates.
9.Approved the convening of the 2024 Annual General Meeting of
Shareholders of the Company.
10.Application for short-term consolidated credit facilities from existing
banks for the Company.
The 7th 1.Approved the first quarter 2024 Consolidated Financial Statements.
May. 8,2024 meeting of 2.Approved the intercompany loan transaction of HUA HONG
the 16 [th] term INTERNATIONAL LTD.
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  • (L)Should a Director or Supervisor have a differing opinion on a significant resolution passed by the Board of Directors, and such opinion be duly recorded or stated in writing, the main contents of the resolution for the most recent year and up to the date of the printing of the Annual Report shall be as follows:None.

  • (M)Resignations and dismissals of the Chairman of the Board, President, the Head of Accounting, the Head of Finance, the Head of Internal Audit, the Head of Corporate Governance and the Head of R&D of the Company for the most recent year and up to the date of the printing of the Annual Report:

May 18,2024

May 18,2024 May 18,2024 May 18,2024
Title Name Arrival date Resignation date
Type of the change
General manager Peng,
Chao-Chung
Feb.14 ,2022
Apr. 30,2024
Retirement
Financial officer
and Accounting
officer
Tsao, Fu-Yi Sep.29 ,2003
May 1,2024
Position adjustment
(Newly President)
Corporate
governance officer
Tsao, Fu-Yi Mar. 27,2023 May 1,2024 Position adjustment

V. CPA Professional Service Fees

  • (A)Information Contents:

Unit: NT$ thousands

Name
of CPA
Firm

Name of CPA
Audit Period Audit Fees Non-audit
Fees
Total Remark
Deloitte
&
Touche

Tsai, Mei-Chen
2023/1/1~
2023/12/31
3,500 548 4,048 Non-audit
fees include
transfer of
pricing
reports and
disbursements
,etc.
Lin, Hsin-Tung

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  • (B)In the event that a change is made to the accounting firm and the audit fee paid in the year of the change is less than that paid in the year prior to the change, the amount, percentage, and reason for the decrease in the audit fee shall be disclosed: None.

  • (C)In the event that the audit fee is reduced by 10% or more in comparison to the previous year, the amount, percentage, and rationale for the reduction in the audit fee shall be disclosed in accordance with the following guidelines: None.

  • VI. CPA Change Information

  • (A)About Former CPA(s)

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Date of Replacement Mar. 27,2023
In consequence of the modification of Deloitte &
Touche's internal rotation mechanism,
Reason of replacement and commencing with the first quarter of 2023, the
financial report verification visas will be altered
explanation
from Tsai, Mei-Chen and Lin, Cheng-Chih to Tsai,
Mei-Chen and Lin, Hsin-Tung.
Condition of the Party CPA Appointer
Explain the termination of Voluntarily terminated
appointment by appointer or the appointment
None
refusal of appointment by CPAs Reject the (continuing)
authorization
The opinions and reasons in the
signed and issued audit reports
which were not “no None
reservations” in the most recent
two years

Accounting principles or practices
- Disclosure of financial report
Opinions different from that of Yes - Scope or procedure of audit
issuer - Others
No V
Description
Other disclosure matters None
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B About the Succeedin CPA s : ( ) g ( )

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Name of Firm Deloitte & Touche
Tsai, Mei-Chen and
Name of CPA
Lin, Hsin-Tung.
Date of Appointment Mar. 27,2023
Accounting methods or principles for specific transactions
as well ad advisory matters and results that may be issued None
for financial reporting prior to appointmant
Written opinions of the successors on the different opinions
None
of the former CPAS
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  • (C)Former CPA's Response to Matters 1 and 2(3) of paragraph 6 of Article 10 of the Standard:None.

  • VII.If the Chairman of the Board, or any Management Team in charge of finance or accounting matters in the most recent year held a position at the CPAs' Accounting Firm or an Affiliate of the Accounting Firm, the name, title, and employment period in the Accounting Firm or an Affiliate of the Accounting Firm shall be disclosed:None.

  • VIII.Conditions of share transfer and changes in equity pledge from Directors, Management Team, and shareholders who hold more than 10% of shares,in the Most Recent Year and as of the date of publication of the Annual Report:

  • (A)Changes in shareholdings of directors, managers and shareholders holding more than 10% of shares:

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2023 As of April 28 in 2024
Title Name Change in Change in Change in Number Change in
Number of Shares Number of Shares Number of
of Shares Held
Held Pledged Shares Pledged
Chairman Tsou, Mi-Fu 0 0 0 0
Director and Chen, Shih-Chung
19,146 0 Not applicable
Chief Strategy Officer (Note 1)
MegaPlus Asset
Director Management Ltd. (151,000) 0 Not applicable
(Note 1)
Director Sun, Cheng-Pen 0 0 0 0
Director
Huang, Kun-Chang 0 0 0 0
and Senior Manager
Director Chuang, Ming-Yuan 0 0 0 0
Director Lu, Te-Mao 0 0 0 0
Director Lin Cheng Wei 0 0 0 0
Hansome Investment
50,000 0 0 0
Inc.(Note 1)
Director
Director Representative:
0 0 0 0
Tsao, Fu-Yi
Independent Director Liu, Heng-Yih 0 0 0 0
Independent Director Lue, Wen-Chia 0 0 0 0
Chan, Ting-Hsün
Independent Director 0 0 Not applicable
(Note 1)
Huang I-Hung
Independent Director 0 0 0 0
(Note 1)
President Peng, Chao-Chung
0 0 0 0
(Note 2)
Chen, Shih-Chung
Chief Strategy Officer 19,146 0 0 0
(Note 1)
Chief Financial
Officer and Vice
Tsao, Fu-Yi 19,146 0 0 0
President of
Operations
Chief Marketing
Kao, Cheng-Huan 0 0 0 0
Officer
Vice President Wang, Chih-Wen 0 0 0 0
Vice President Hu, Kuan-Chuan 0 0 0 0
Vice President Tsen,Yu-Ching
0 0 0 0
(Note 3)
Vice President Chen, Yen-Ming
Not applicable 0 0
(Note 4)
----- End of picture text -----

(Note 1) The terms of office of Mr Chen, Shih-Chung and MegaPlus Asset Management Ltd. as directors and Mr Chan, Ting-Hsün as independent director will expire on 19 June 2023 and the new independent directors following general re-election at the annual general meeting of shareholders held on the same day are Mr Huang I-Hung, Mr Lin Cheng Wei and Hansome Investment Inc. as new directors.

(Note 2) Mr. Peng Chao-Chung, the General Manager of company, will resign upon the completion of their term on April 30th, 2024 (Note 3)Mr Tsen,Yu-Ching is newly appointed on 4 September 2023.

(Note 4)Mr. Chen, Yen-Ming is newly appointed on 26 January2024.

(B)If the counterparty to an equity transfer is a related part: None.

(C)If the counterparty to a pledge of stock rights is a related party: None.

-46-

  • IX. Shareholders ranked at top ten in terms of shareholding ratio, who are related to each other or have spouse or a relative relation within the second degree of kinship with each other

Apr. 28,2024; Unit:Shares

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

Names and relationships of
Shares held by Shares held in the top ten shareholders who
Current are related to each other or
spouses and the name of Remark
Shareholding who are spouses or relatives
minor children others
Name within two degrees of
consanguinity or affinity.
Share Share Number Share
Number Number Title
of Shares Holding Ratio of Shares Holding Ratio Shares of Holding Ratio (or Name) Relation
Chi Yen Hua 4,371,732 3.63% 0 0.00% 0 0.00% None None
Lu, Kuei-Lan
The spouse
Tsou, Mi-Fu 3,272,570 2.72% 2,340,593 1.94% 804,000 0.67% Tsou,Ying and
The children
Tsou,Jui
Sun, Cheng-Pen 2,528,222 2.10% 76,492 0.06% 682,570 0.57% None None
Yang,Mei-Feng 2,403,000 1.99% 0 0.00% 0 0.00% None None
None
Lu, Kuei-Lan 2,340,593 1.94% 3,272,570 2.72% 0 0.00% Tsou, Mi-Fu The spouse
Tsou, Mi-Fu and
Tsou, Ying 2,205,733 1.83% 0 0.00% 0 0.00% Lu, Kuei-Lan The parents
Tsou, Mi-Fu and
Tsou, Jui 2,205,730 1.83% 0 0.00% 0 0.00% Lu, Kuei-Lan The parents
Huang, Kun-Chang 2,153,138 1.79% 0 0.00% 625,067 0.52% None None
Lin Cheng Wei 2,012,000 1.67% 0 0.00% 0 0.00% None None
Chuang, Ming-Yuan 1,245,622 1.03% 295,587 0.25% 0 0.00% None None
----- End of picture text -----

  • X. The number of shares held by the company, the company's directors and managers as well as the businesses directly or indirectly controlled by the company in the same one investment business, and the consolidated comprehensive shareholding ration.

December 31, 2023; Unit: thousands shares

==> picture [473 x 239] intentionally omitted <==

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

Investment by Directors,
Managerial Officers and
Ownership by the
Companies Directly or Total Ownership
Company
Indirectly Controlled by
Name of Investee
the Company
Percentage Number Percentage Number
Number Number of
of of of of
of Shares Shares
Ownership Shares Ownership Shares
HUA HONG International Ltd. 7,498 100% 0 0% 7,498 100%
DONGGUAN AEON Tech Co.,
0 100% 0 0% 0 100%
Ltd.
AEON TECHNOLOGY (SHANG
0 100% 0 0% 0 100%
HAI) Co., Ltd.
HANG JIAN TECHNOLOGY Co.,
2,130 50.12% 0 0% 2,130 50.12%
Ltd.
Wha Yu USA Inc. 500 100% 0 0% 500 100%
Wha Yu Vietnam Limited Liability
0 100% 0 0% 0 100%
Company.
----- End of picture text -----

-47-

Chapter 4. Capital Overview

I. Capital and Shares

(A)Source of Capital

(1)Formation of Capital Stock As at 18 May 2024

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

Authorized Capital Paid-in Capital Remark
Par Number of Number of Capital
Year/Month Value(NT$) Shares Amount(NT$ Shares Amount(NT$ Source of Capital Increase by Assets Others
(thousands thousands) (thousands thousands) (NT$ thousands) Other than
shares) shares) Cash
Approved by the
Ministry of Economic
2002.11 10 20,000 200,000 14,000 140,000 [Cash increase of NT$ ] - Affairs in Shang Tsu
40,000,000
No. 09101474170 of
November 27, 2002
Approved by the
Ministry of Economic
2002.12 10 20,000 200,000 18,000 180,000 [Cash increase of NT$ ] - Affairs in Shang Tsu
40,000,000
No. 09101507350 of
December 25, 2002
Approved by the
Ministry of Economic
2003.08 10 30,000 300,000 22,000 220,000 [Cash increase of NT$ ] - Affairs in Zhong Tsu
40,000,000
No. 09101507350 of
August 13, 2003
Approved by the
Ministry of Economic
2003.12 10 30,000 300,000 25,000 250,000 [Cash increase of NT$ ] - Affairs in Zhong Tsu
30,000,000
No. 09233031680 of
December 3, 2003
Surplus increased by
NT$50,000,000, Approved by the
employee bonus Ministry of Economic
2004.06 10 66,000 660,000 32,360 323,600 increased by - Affairs in Zhong Tsu
NT$8,600,000, cash No. 09332199330 of
increased by June 8, 2004
NT$15,000,000
Surplus increased by Approved by the
NT$64,720,000, Ministry of Economic
2005.10 10 66,000 660,000 40,072 400,720 employee bonus - Affairs in Zhong Tsu
increased by No. 09433010080 of
NT$12,400,000 October 19, 2005
Approved by the
Ministry of Economic
2006.06 10 66,000 660,000 44,983 449,830 [Cash increase of NT$ ] - Affairs in Zhong Tsu
49,110,000
No. 09532267150 of
June 2, 2006
Surplus increased by Approved by the
NT$90,162,000, Ministry of Economic
2006.09 10 66,000 660,000 55,295 552,958 employee bonus - Affairs in Shang Tsu
increased by No. 09501211430 of
NT$12,966,000 September 22, 2006
Approved by the
Accepted an increase
Ministry of Economic
of NT$29,538,000 in
2007.01 10 66,000 660,000 58,249 582,496 - Affairs in Shang Tsu
the share capital of No. 09601004480 of
other companies January 9, 2007
Surplus increased by Approved by the
NT$104,849,000, Ministry of Economic
2007.10 10 100,000 1,000,000 70,209 702,093 employee bonus - Affairs in Shang Tsu
increased by No. 09601247730 of
NT$14,747,000 October 16, 2007
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-48-

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

Authorized Capital Paid-in Capital Remark
Par Number of Number of Capital
Year/Month Value(NT$) Shares Amount(NT$ Shares Amount(NT$ Source of Capital Increase by Assets Others
(thousands thousands) (thousands thousands) (NT$ thousands) Other than
shares) shares) Cash
Approved by the
Conversion of bonds Ministry of Economic
2007.10 10 100,000 1,000,000 70,810 708,103 into common stock - Affairs in Shang Tsu
of NT$6,009,000 No. 09601255210 of
October 19, 2007
Approved by the
Conversion of bonds Ministry of Economic
2008.01 10 100,000 1,000,000 70,511 715,103 into common stock - Affairs in Shang Tsu
of NT$7,000,000 No. 09701013300 of
January 21, 2008
Surplus increased by Approved by the
NT$71,510,000, Ministry of Economic
2008.09 10 100,000 1,000,000 79,997 799,973 employee bonus - Affairs in Shang Tsu
increased by No. 09701229380 of
NT$13,360,000 September 23, 2008
Approved by the
Cancellation of Ministry of Economic
2009.02 10 100,000 1,000,000 79,562 795,623 Treasury shares of - Affairs in Shang Tsu
NT$4,350,000 No. 09801021400 of
February 9, 2009
Approved by the
Accepted an increase
Ministry of Economic
of NT$253,422,000 in
2012.01 10 160,000 1,600,000 104,905 1,049,045 - Affairs in Shang Tsu
the share capital of No. 10101010870 of
other companies January 31, 2012
Approved by the
Cancellation of Ministry of Economic
2012.02 10 160,000 1,600,000 102,196 1,021,955 Treasury shares of - Affairs in Shang Tsu
NT$27,090,000 No. 10101021610 of
February 8, 2012
Approved by the
Conversion of bonds Ministry of Economic
2013.04 10 160,000 1,600,000 107,418 1,074,187 into common stock - Affairs in Shang Tsu
of NT$52,232,000 No. 10201068410 of
April 16, 2013
Approved by the
NT$71,591,000, Ministry of Economic
2013.09 10 160,000 1,600,000 114,578 1,145,778 capital increase from - Affairs in Shang Tsu
earnings No. 10201197130 of
September 25, 2013
Approved by the
Conversion of bonds Ministry of Economic
2013.11 10 160,000 1,600,000 115,134 1,151,343 into common stock - Affairs in Shang Tsu
of NT$5,565,000 No. 10201226560 of
November 7, 2013
Approved by the
Conversion of bonds Ministry of Economic
2014.01 10 160,000 1,600,000 118,909 1,189,094 into common stock - Affairs in Shang Tsu
of NT$37,751,000 No. 10301014310 of
January 22, 2014
Additional capital of Approved by the
NT$52,000,000 by Ministry of Economic
2014.06 10 160,000 1,600,000 124,110 1,241,094 issuing shares with - Affairs in Shang Tsu
limited rights of No. 10301103090 of
employees June 12, 2014
Cancellation of the Approved by the
Ministry of Economic
2014.12 10 160,000 1,600,000 124,079 1,240,794 purchase of limited - Affairs in Shang Tsu
employee rights No. 10301240470 of
shares of NT$300,000
December 12, 2014
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-49-

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

Authorized Capital Paid-in Capital Remark
Par Number of Number of Capital
Year/Month Value(NT$) Shares Amount(NT$ Shares Amount(NT$ Source of Capital Increase by Assets Others
(thousands thousands) (thousands thousands) (NT$ thousands) Other than
shares) shares) Cash
Approved by the
Cancellation of Ministry of Economic
2015.01 10 160,000 1,600,000 123,975 1,239,754 Treasury shares of - Affairs in Shang Tsu
NT$1,040,000 No. 10401019160 of
January 29, 2015
Cancellation of
Treasury shares of Approved by the
NT$31,450,000 and Ministry of Economic
2015.09 10 160,000 1,600,000 120,742 1,207,424 Cancellation of - Affairs in Shang Tsu
purchase of limited No. 10401181770 of
employee rights September 2, 2015
shares of NT$880,000
Cancellation of the Approved by the
Ministry of Economic
2016.01 10 160,000 1,600,000 120,700 1,207,004 purchase of limited - Affairs in Shang Tsu
employee rights No. 10501017300 of
shares of NT$420,000
January 29, 2016
Cancellation of the Approved by the
Ministry of Economic
2016.05 10 160,000 1,600,000 120,682 1,206,824 purchase of limited - Affairs in Shang Tsu
employee rights No. 10501108700 of
shares of NT$180,000
May 27, 2016
Cancellation of the Approved by the
purchase of limited Ministry of Economic
2016.09 10 160,000 1,600,000 120,539 1,205,394 employee rights - Affairs in Shang Tsu
shares of No. 10501212240 of
NT$1,430,000 September 1, 2016
Cancellation of the Approved by the
Ministry of Economic
2016.12 10 160,000 1,600,000 120,495 1,204,954 purchase of limited - Affairs in Shang Tsu
employee rights No. 10501281870 of
shares of NT$440,000
December 6, 2016
Cancellation of the Approved by the
Ministry of Economic
2017.08 10 160,000 1,600,000 120,480 1,204,804 purchase of limited - Affairs in Shang Tsu
employee rights No. 10601122410 of
shares of NT$150,000
August 28, 2017
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-50-

(2)Types of shares Issued

Unit: Share

Share Type Authorized Capital
Remark
Outstanding
Shares
Unissued
Shares
Total
Authorized Capital
Remark
Outstanding
Shares
Unissued
Shares
Total
Authorized Capital
Remark
Outstanding
Shares
Unissued
Shares
Total
Authorized Capital
Remark
Outstanding
Shares
Unissued
Shares
Total
Ordinary
Share
120,480,417 79,519,583 200,000,000 Listed
company stock

(3)Omnibus reporting system related information:N.A.

(B) Shareholder Structure

Apr. 28,2024

Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Institutional
Shareholders
Domestic
Natural
Persons
Foreign
Institutions
and
Outsider
Total
Number of
shareholders
0
4
111
27,276
40
27,431
Shares Held
0
537,850
3,646,011
114,125,225
2,171,331
120,480,417
Percentage of
Ownership
0.00% 0.45% 3.03% 94.72% 1.80% 100.00%

(C)Distribution of Equity Ownership

Apr. 28,2024 ; Unit: NT$10 per share

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

Classification of Number of Percentage of
Shares Held
Shareholdings Shareholders Ownership
1 to 999 14,662 392,678 0.33%
1,000 to 5,000 9,601 21,089,274 17.50%
5,001 to 10,000 1,713 14,137,095 11.74%
10,001 to 15,000 429 5,574,983 4.63%
15,001 to 20,000 359 6,776,761 5.62%
20,001 to 30,000 264 7,016,634 5.82%
30,001 to 40,000 103 3,693,724 3.07%
40,001 to 50,000 88 4,138,646 3.44%
50,001 to 100,000 115 8,196,437 6.80%
100,001 to 200,000 45 6,620,252 5.49%
200,001 to 400,000 27 7,445,181 6.18%
400,001 to 600,000 6 2,847,073 2.36%
600,001 to 800,000 4 2,670,637 2.22%
800,001 to1,000,000 1 804,000 0.67%
Over 1,000,001 14 29,077,042 24.13%
Total 27,431 120,480,417 100.00%
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-51-

(D)Major Shareholders

Apr. 28,2024

==> picture [419 x 224] intentionally omitted <==

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

Shares
Percentage of
Name of Major Shares Held
Ownership
Shareholders
Chi, Yen-Hua 4,371,732 3.63%
Tsou, Mi-Fu 3,272,570 2.72%
Sun, Cheng-Pen 2,528,222 2.10%
Yang,Mei-Feng 2,403,000 1.99%
Lu, Kuei-Lan 2,340,593 1.94%
Tsou, Ying 2,205,733 1.83%
Tsou, Jui 2,205,730 1.83%
Huang, Kun-Chang 2,153,138 1.79%
Lin Cheng Wei 2,012,000 1.67%
Chuang, Ming-Yuan 1,245,622 1.03%
----- End of picture text -----

  • (E)Share price, net worth, surplus, dividend and related information for the last two years.

Unit: NT$

==> picture [484 x 337] intentionally omitted <==

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

Year Current Year as of
2022 2023
Item Mar. 31, 2024 (Note 2)
Market Maximum 26.10 23.75 18.30
value per Minimum 14.65 16.90 15.90
share Average 18.64 19.23 17.28
Net Worth Before Distribution 12.28 10.90 10.71
per Share After Distribution 12.08 (Note 1) -
Weighted average number of 120,481 120,481 120,481
Earnings
shares (thousand shares) (thousand shares) (thousand shares)
per Share
Earnings per Share 0.28 (1.00) -
Cash dividends 0.20 (Note 1) -
Stock Surplus - (Note 1) -
Dividends
Dividends Capital - (Note 1) -
Per Share
Accumulated Undistributed
- (Note 1) -
Dividends
P/E Ratio(Note 3) 66.57 (Note 1) -
Return on
Price/Dividend Ratio(Note 4) 93.20 (Note 1) -
Investment
Cash Dividend Yield(Note 5) 0.01 (Note 1) -
----- End of picture text -----

Note 1: To be finalised upon resolution at the 2024 AGM.

Note 2: Reviewed by the accountant in the first quarter of 2024.

Note 3: The equity ratio is calculated as the average closing price per share divided by earnings per share for the year. Note 4: The equity ratio is calculated as the average closing price per share divided by cash dividend per share.

Note 5: The cash dividend yield is calculated by dividing the cash dividend per share by the average closing price per share for the year.

-52-

  • (F) Dividend Policy and Status.

  • (1)The Company's dividend policy is as follows:

The Company shall allocate 10% to 20% of the annual profit as employees' remuneration and not more than 3% as directors' remuneration. employees' remuneration shall be distributed in stocks or in cash.

However, if the Company still has accumulated losses, the amount of shall be reserved in advance. Subsequently, the remuneration for employees and directors shall be allocated in proportion to the aforementioned amount.

Where the Company generates a profit at the end of each fiscal year, it shall first allocate funds for tax provisions to cover any deficits, and then set aside 10% as the legal reserve, However, if the legal reserve has already reached the Company's paid-in capital, no further allocation shall be made. If there is any remaining surplus after the special reserve is set aside or reversed in accordance with the law or the regulations of the competent authority, the Board of Directors shall prepare a proposal for the appropriation of the surplus and submit it to the shareholders' meeting for resolution, taking into account the accumulated undistributed surplus from previous years.

Considering the Company's future expansion plans, capital requirements and long-term financial planning, as well as the Company's business objectives of sustainable operation, pursuit of shareholders' long-term interests and stable operating performance, the Company will distribute part or all of its distributable earnings as dividends to shareholders, including cash dividends of not less than 10% of the distributable dividends for the year.

  • (2)The circumstances of the proposed dividend distribution at the AGM are as follows:

On 15 March 2024, the Company's 16th Sixth Board of Directors' Meeting resolved that, due to the after-tax loss for the year 2023, the Company does not intend to distribute any dividend for the current year. A statement of appropriation of the loss for the year 2023 is submitted to the current Annual General Meeting of Shareholders for recognition.

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

(Unit: NT$)
Items
Amount
Undistributed earnings of Previous Years 6,482,670
Remeasurement of defined benefit Obligation (998,236)
Unappropriated retained earnings after adjustment 5,484,434
Net loss of 2023 (120,064,684)
Deficit yet to be compensated – at the end of 2023 (114,580,250)
Legal reserve in covering accumulated deficits 3,397,639
Capital Surplus in covering accumulated deficits 111,182,611
Retained earnings at the end of the period
0
----- End of picture text -----

-53-

  • (3)The Company does not anticipate any significant changes to its dividend policy in the future.

  • (G)The impact of the proposed non-compensation share placement at the AGM on the company's operating results and earnings per share is not applicable.

  • (H)Remuneration of Employees and Directors:

  • (1)The percentage or range of remuneration for employees and directors as set forth in the Company's Articles of Incorporation:

The Company shall allocate 10% to 20% of the annual profit as employees' remuneration and not more than 3% as directors' remuneration. employees' remuneration shall be distributed in stocks or in cash.

However, if the Company still has accumulated losses, the amount of shall be reserved in advance. Subsequently, the remuneration for employees and directors shall be allocated in proportion to the aforementioned amount.

  • (2)The basis for estimating the amount of remuneration to be paid to employees and directors, the basis for calculating the number of shares to be distributed to employees as remuneration, and the accounting treatment in the event that the actual amount distributed differs from the estimated amount: Should the actual amount distributed differ from the original estimate, the difference would be accounted for as a change in accounting estimate and the effect of such change would be included in profit or loss for the year of actual distribution.

  • (3)The circumstances under which the Board approves the distribution of remuneration are as follows:

On March 15, 2024, the Company's 16th Sixth Board of Directors‘ Meeting resolved that, due to the after-tax loss for fiscal year 2023, the Company had not made any distribution of employees’ and directors' remuneration after making up for the loss to be made up.

  • (4)The actual distribution of employees‘ and directors’ remuneration in the previous year (including the number of shares distributed, the amount and the price of the shares), and the difference between the actual distribution and the remuneration to employees and directors, as well as the number of differences, the reasons for the differences, and the circumstances under which the differences were dealt with:None.

-54-

(I) Share Repurchases

The purchases of the Company's shares by the Company during the most recent year and up to the date of publication of the Annual Report:

==> picture [467 x 401] intentionally omitted <==

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

Repurchasing session The first The second The third The fourth The fifth
To maintain To transfer To maintain To maintain To maintain
Company's Shares to Company's Company's Company's
Objective of
Credit and Employees Credit and Credit and Credit and
Repurchasing
Shareholders' Shareholders' Shareholders' Shareholders'
Interests Interests Interests Interests
2008/09/23 to 2009/04/28 to 2011/09/06 to 2014/11/18 to 2015/05/18 to
Repurchasing period
2008/11/17 2009/06/15 2011/10/24 2014/12/19 2015/07/09
Repurchasing range
7.00~22.00 8.00~17.00 10.20~26.00 8.80~16.00 8.10~18.00
price
435,000 1,500,000 2,709,000 104,000 3,145,000
Shares Repurchased
Ordinary Ordinary Ordinary Ordinary Ordinary
Type and quantity
Shares Shares Shares Shares Shares
Amount of Shares
NT$3,664,730 NT$19,687,200 NT$36,977,493 NT$1,176,722 NT$37,400,262
Repurchased
Ratio of purchased
quantity to ordered
14.50% 100.00% 90.30% 1.49% 62.90%
Purchased quantity
(%)
435,000 1,500,000 2,709,000 104,000 3,145,000
Number of shares
Ordinary Ordinary Ordinary Ordinary Ordinary
canceled and
Shares Shares Shares Shares Shares
transferred
(canceled) (transferred) (canceled) (canceled) (canceled)
Cumulative number of
shares held in the None None None None None
Company
Ratio of cumulative
number of shares held
in the Company to 0% 0% 0% 0% 0%
total number of shares
issued (%)
----- End of picture text -----

II. Issuance of Corporate Bonds:None.

III.Issuance of Preferred Stocks:None.

IV.Issuance of Global Depository Receipts: None.

V. Issuance of warrants to employees: None.

VI. Restriction on employee right to obtain new shares:None.

VII.Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Other Companies:None.

VIII.Implementation of Capital Allocation Plans:None.

-55-

Chapter 5.Operational Highlights

  • I. Business Activities

  • (A) Scope of Business

    • (1)Main Content of Business:

      • (a) C805050 Industrial Plastic Products Manufacturing.

      • (b) CC01020 Electric Wires and Cables Manufacturing.

      • (c) CC01080 Electronics Components Manufacturing.

      • (d) F119010 Wholesale of Electronic Materials.

      • (e) F219010 Retail Sale of Electronic Materials.

      • (f) F401010 International Trade.

      • (g)CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.

      • (h)ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

(2)Business Composition:

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

Unit: NT$ thousands; %
Year 2023
Proportion of
Amount
Item revenue
Wireless radio communication devices 1,116,424 79.66
Electronic and optical communication
219,894 15.69
components
Electronic si nal connection devices 59,568 4.25
g
Electronic products 5,606 0.40
Total 1,401,492 100.00
----- End of picture text -----

Note: Consolidated Financial Statements audited and certified by certified public accountants for the year 2023.

  • (3)Current Product or Service Offerings of the Company:

  • (a)Wireless radio communication devices

  • (b)Electronic signal connection devices

  • (c)Electronic and optical communication components

  • (d)IoT wireless product assembly testing.

  • (e)IIoT Industrial Internet of Things Module.

  • (4)Plans for Developing New Products or Services:

  • (a)Short-term Plans:

    1. Indoor Antenna

    2. Vehicle-mounted Multi-functional Antenna (GPS/GNSS, LTE/5G , Wi-Fi ,DSRC,BT)

-56-

  1. Antenna for Smart Home Appliances

  2. Development of Small PCB Wideband Antenna

  3. Full-Band Indoor Optimized Antenna

  4. Outdoor CPE Antenna

  5. Antenna for Walkie-Talkies

  6. 2.4G/5.8G Tri-Band Dual-Polarized High-Gain Directional Antenna

  7. WAVE/DSRC Vehicle-mounted Communication Antenna

  8. 5G mmWave/Antenna Design

  9. 5G NR/Antenna Design

  10. 12.High-Precision L1/L2/L5 Satellite Antenna

  11. 13.Base Station GPS Timing Antenna

14.Tire Pressure Monitoring System (TPMS) Antenna

15.Vehicle-mounted Multimedia Integration Antenna

16.BT 5.1/Antenna Design

17.Wi-Fi 6/6E/7/Antenna Design

  • (b)Long-term Plans

  • Development of connectors for high-frequency Products

  • Integration module for Wi-Fi /4G/5G

  • Development of multi-frequency omnidirectional Antennas

  • Development of military-grade Antennas

  • LTE Full Band MIMO DAS Antenna

  • Wi-Fi Dualband MIMO External Antenna

  • Wi-Fi Dualband MIMO Embedded Antenna

  • 5G/10G/24G/60G/ 77GHz Radar

  • LTE/5G High Gain Omni Antenna

  • Multi-Beam Base Station Antenna

11.NFC Reader & Tag Antenna Module

12.Antennas for IoT

13.Green energy equipment

14.Wireless digital urban Equipment

15.In-car Multimedia Systems

  • 16.Development of AI and Image Recognition Systems

17.LDS ANTENNA

18.Vehicle-mounted T-BOX multi-functional integrated antenna

19.RIS Antenna

20.Beam-steering Array Antenna

21.Diversified wireless modules and sensors

22.Industrial-grade router platform

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(B)Industry Overview

(1)Current Industry Status and Development:

In the past few years, the world has faced the challenge of the COVID-19 pandemic. However, as the pandemic gradually subsides, people's lives and work are gradually returning to normal. Nevertheless, in 2023, the global trade and technology wars intensified, and factors such as geopolitical conflicts, insufficient investment, and market saturation had a negative impact on the Wi-Fi market, with an expected decline in annual revenue of about 8%. Despite this, we anticipate new changes in networking products and technologies in 2024.

In the past two years, one of the most significant events in the global technology industry has been the emergence of ChatGPT, making artificial intelligence a hot topic. With the strong impetus of artificial intelligence, the potential of various network nodes and edge computing products continues to increase. These includes devices such as servers, base stations, switches, smartphones, and Wi-Fi routers, all of which are expected to undergo upgrades. In addition, network operators are upgrading equipment and improving penetration rates from the central office to the end user as a result of the global rollout of the 5G spectrum from 2020. At the same time, due to cybersecurity concerns stemming from the China–United States trade war, the United States has introduced the Infrastructure Investment and Jobs Act, which aims to develop high-speed 5G fixed wireless access (FWA) networks. 5G FWA provides network services wirelessly, offering advantages over wired networks, particularly in remote areas where the cost of deploying wired infrastructure is high. Wireless transmission not only speeds up deployment but also allows for rapid upgrades with advancements in wireless communication technology, all while enjoying lower maintenance costs. This is also why the United States' infrastructure legislation focuses on 5G FWA as the primary infrastructure. Taiwanese network equipment manufacturers continue to increase their market share in the 5G FWA market, and the antenna industry is expected to benefit as well. Additionally, Wi-Fi 7 obtained certification from the Wi-Fi Alliance prior to the 2024 Consumer Electronics Show in the United States, officially becoming the ratified version of wireless network technology and solidifying the Wi-Fi 7 standard. Wi-Fi 7 introduces a 320MHz frequency band, doubling the bandwidth compared to the widely used 6GHz frequency band in current countries and regions. The Multiple Link Operation (MLO) technology can enhance stability and increase throughput. Many major Wi-Fi networking manufacturers have already launched numerous Wi-Fi 7 router products, with Wi-Fi 7 product shipments expected to increase quarterly in 2024. The point at which Wi-Fi 7 shipments surpass those of Wi-Fi 6 is projected to occur in 2025.

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By 2028, the number of devices including smartphones, personal computers, tablets, access points (APs), customer premises equipment (CPE), and augmented reality (AR) devices is expected to significantly increase to 2.1 billion units.

At the same time, countries have released their visions for 6G in recent years. The International Telecommunication Union-Radio (ITU-R) IMT-2030 (Global Vision for 6G) framework suggests that 6G may have six scenarios, three of which could be further enhancements to the key features of the original 5G, including enhanced mobile broadband (eMBB), ultra-reliable and low-latency communications (uRLLC), and large-scale machine-type communications (mMTC). In addition to the enhancements to 5G's existing features, there are three other potential new usage scenarios for 6G, including ubiquitous connectivity, the integration of artificial intelligence and communications, and the integration of sensing and communications.

It seems likely that 2024 will be a year of change for the communications industry. 5G technology is gradually becoming more widespread, while discussions and applications for 6G have already begun. The combination of other technologies, such as low-orbit satellites, the Internet of Things, generative artificial intelligence, and the continued evolution of cloud-based data and computing centres, has the potential to bring the communications industry into an era of rapid growth.

In 2023, we anticipate that Taiwan's overall communications industry will be affected by global inflation and uncertain monetary policies. While we foresee a decline in demand in the consumer communications market, we remain optimistic about the momentum for enterprise digital transformation. We believe that AI will continue to drive the growth of clouds and data centres, which we anticipate will be the main driver of output growth in the year. In the post-epidemic era, governments in the US, EU and India are considering investing in network infrastructure to facilitate economic revitalisation and address the growing demand for data-intensive network connectivity. These infrastructure programmes, including the Bipartisan Infrastructure Act in the US, the Gigabit Infrastructure Act in the EU and the Digital India Act in India, have the potential to provide smarter and more flexible innovative services, such as cloud applications, artificial intelligence, data space, virtual reality and meta-universe, etc., which could bring new vitality to the overall communications industry and facilitate the development of a variety of new and emerging networking devices.

Against this backdrop, it seems likely that technologies and markets such as UWB, Bluetooth, RFID and other near-end communication technologies, as well as Wi-Fi, 5G, the Internet of Things and even low-orbit satellite communications, will all grow rapidly. However, it is worth noting that wireless communication

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technologies have different characteristics and application scenarios, which makes it challenging to identify a single dominant technology. According to Gartner, it is thought that by 2025, 60% of enterprises will be using more than five wireless technologies at the same time. The development of diverse communications applications will likely result in increased demand for personal mobile networked devices, home networked devices, enterprise and municipal networked devices. It is also possible that network architectures will shift from the point-to-point model of the past to the cloud and virtualisation, in order to meet the needs of a wide range of network services and application scenarios. Overall, while 5G and LEO technologies continue to flourish, the rollout has not been as fast as initially anticipated. This has led to unlicensed band technologies such as Wi-Fi playing a role in filling the gap in 5G signal coverage. Furthermore, global shipments of Wi-Fi 7-enabled devices are expected to reach 230 million by 2024.

While telecoms companies are encouraging consumers to upgrade to 5G networks and offering various tariff plans to stimulate this, there are already around 290 commercial 5G networks around the world. However, the decline in demand for end-consumer electronics due to the impact of rising inflation globally is indirectly affecting demand for network communications equipment. According to a report by Dell'Oro, there is a possibility that the level of capital expenditure in the global communications market may decline by 7% by 2025. This year, international networking brands such as Nokia and Ericsson are experiencing a challenging period in terms of revenues, and it may be necessary for them to consider ways to reduce costs in order to improve profitability. As a result, Taiwan-based manufacturers with OEM and ODM models are also facing considerable operating challenges.

As mobile broadband speeds increase, consumers may find it challenging to perceive the significant transformative experience that 5G offers over 4G. However, the potential for significant business value is becoming apparent in the B2B space, with 5G-Advanced being the next evolutionary step in 5G technology, including high speed data rates and limited latency (consistently low latency). In addition to supporting and enhancing the potential for immersive experiences such as Extended Reality (XR) on the consumer side, it is also anticipated that RedCap technology will facilitate the growth of 5G Internet of Things (IoT) connectivity, further accelerating the industry's digital transformation by enabling AR glasses, wearable medical devices, and Industrial Internet of Things (IIoT) devices to connect to the 5G network with simpler hardware and lower device costs. We are pleased to announce that 3GPP Rel-18 (3GPP Rel-188) is the first 5G-Advanced technology to be released. It is anticipated that 3GPP Rel-18 (the inaugural version of 5G-Advanced) will be finalised by 2024. Furthermore, it is believed that operators in Asia and

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Oceania may commence the rollout of 5G-Advanced between 2024 and 2025. However, it should be noted that all of the above services are based on robust infrastructure, especially the density of base station deployment. In light of this, telecoms operators have been actively promoting the development of ORANs in order to reduce the deployment costs. In this regard, telecom operators are actively promoting the development of ORAN in order to reduce deployment costs. It is hoped that the white-labelling of 5G base stations will reduce costs and give network operators an opportunity to enter the telecom equipment market.

In terms of unlicensed spectrum, according to the Wi-Fi Alliance, it is estimated that the number of Wi-Fi enabled devices shipped globally in 2023 will decrease by 13.6% from 2022 to only 3.8 billion. This is mainly due to weak demand for electronic products such as PCs and mobile phones, with a cumulative total of 42 billion Wi-Fi enabled devices shipped. The clear demand for higher-speed Wi-Fi is driving the technology to evolve more frequently. Now in its seventh generation, Wi-Fi 7 (IEEE 802.11be) follows the MU-MIMO OFDMA modulation technology and makes full use of the 6GHz unlicensed spectrum contiguity to achieve up to 320MHz bandwidth channels and introduces Multi-Link Operation (MLO), which allows devices to connect to different frequency bands. We are pleased to announce that Multi-Link Operation (MLO), which enables devices to connect to different frequency bands, and Quadrature Amplitude Modulation (QAM), which allows more data to be embedded densely in each signal, are also introduced in the AP. Given that APs can be used to connect multiple mobile devices, such as NBs and smartphones, at the same time, and that there will be losses in wireless transmission, Intel predicts that the maximum transmission rate for PCs with Wi-Fi 7 will be 5.8 Gbps, which is more than twice as much as that of Wi-Fi 6/6E. With the rapid development of terminal devices such as smart TVs, smart speakers, smart watches, and AR/VR, the Wi-Fi Alliance anticipates that by 2028, Wi-Fi 7 devices will reach 2.1 billion globally. However, it is important to note that this growth will depend on the continued expansion of 6G networks in China, India, Turkey, and African countries.

It is widely acknowledged that wireless communication is a key infrastructure for the digital economy. Both enterprises and national telecoms service providers are actively building to meet the needs of businesses that are adopting digital tools to remain competitive in a rapidly changing business environment. In order to continue to track industry trends and development needs, Taiwan's network communications industry plays a significant role in the global communications industry. It is estimated that the value of the communications industry will grow by 2.4% annually to reach $1,300.9 billion in 2023. The Company works closely with external think-tanks, industry

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alliances and research corporations to monitor the technological evolution of the wireless communications industry, the development of application areas and overall industry changes. This allows us to invest in relevant research and development in a timely manner. We are monitoring the technological evolution of the wireless communications industry, the development of application fields and the overall industry changes so that we can invest in relevant R&D to help our customers create more competitive products. Therefore, no matter in the key markets of broadband communication such as Wi-Fi, 5G and LEO, or the key markets of wireless applications such as Internet of Things (IoT), automotive Internet, Netcom and mobile base station Antennas, Crescent Power is able to make the best convergence of antenna technology to ensure its leading position in the antenna market. 2024 will see the continual implementation of the infrastructure bill of each country, which is an injection of a shot in the arm for the communication industry in general. With the continuous development of the entire wireless communication industry and technology, we will be more proactive in striving for more diversified wireless products and antenna business opportunities.

  • (2)The Interconnection of Upstream, Midstream, and Downstream Industries: The communications network industry consists of upstream components such as Integrated Circuit Design, Microprocessor, satellite positioning and sensor chip, memory, active/passive components, printed circuit boards, heat sinks, Antennas, plastic and metal enclosures, and other related communication product components. The midstream mainly involves system design, manufacturing, and downstream product sales. International brand manufacturers, aiming to enhance product competitiveness, often outsource manufacturing to OEM and even ODM companies. Leveraging the strong production management capabilities and scale of these contract manufacturers helps effectively reduce product costs and increase market competitiveness. Currently, the major contract manufacturers worldwide include several well-known domestic companies. Our company serves as an upstream supplier to these contract manufacturers, providing essential electronic signal connectivity devices and antenna-related components.
Upstream Mid-Stream Downstream Application
User
Wafer design
Wafer
System Design
and
Distributors
System Integrator
Computer user
System
Manufacturing Manufacture Operator
Related
Components
Manufacture

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In addition, the Company's electronic signal connection device and antenna above, middle and downstream correlation is as follows: (a)Upstream

  - The Company has established a comprehensive supply chain system comprising suppliers of metal parts, plastic parts, connectors, cables, and other essential components. We have collaborated with qualified manufacturers for various components, including Antennas, connectors for computer peripheral cables, metal parts, injection-molded components, and cable assemblies, ensuring competitive pricing and technical proficiency throughout our supply chain.
  • (b)Midstream

    • The Company specializes in the production of wired and wireless signal transmission cables and Antennas for computer peripherals. With years of dedicated experience in this field, we have acquired expertise in the development, design, manufacturing, and testing of these products. Our commitment to quality and technical excellence has earned us strong recognition from our customers.
  • (c)Downstream

    • Antennas and computer peripherals have a broad range of applications, serving as signal transmission interface components for both wired and wireless products in downstream networking, information technology, consumer electronics, and telecommunications infrastructure. Our products, including bridges, routers, laptops, tablets, mobile phones, base stations, and the diverse array of IoT devices, cater to the needs of downstream users across various industries.
  • (3) Various development trends of products

  • With the continuous development of various wireless application terminal products, our company has been consistently innovating to meet the demands of product development. The current product development trends are as follows:

  • (a)As wireless services and applications become increasingly widespread, the demand from system integrators and equipment providers for signal coverage and system capacity in both indoor and outdoor environments is steadily rising. In response, our company offers a range of directional, high-gain, and MIMO-enabled antenna products to meet these market demands.

  • (b)The rapid proliferation of wireless products has led to increasing levels of interference in overall signal transmission, and the issue of insufficient channel capacity is becoming more prominent. To address these challenges, our company has developed adaptive smart antenna solutions

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to meet customers' needs for deploying communication equipment and navigating real-world wireless environments. These solutions aim to resolve potential wireless transmission quality issues that customers may encounter.

  • (c) The rise of Near Field Communication (NFC) technology holds immense growth potential in mobile devices, personal computers, smart homes, and smart healthcare. Integrating this technology into consumer electronics (such as smartphones, laptops, tablets, printers, audio-visual equipment, and e-readers) enables various applications, including credit transactions, ticket verification, access control, data transfer, and information browsing. Our company is at the forefront of developing such products domestically.

  • (d)As GPS/GNSS products become more widespread and diverse in their applications, they are no longer limited to vehicle navigation. These products now offer additional functionalities such as Driver Monitoring System and securing valuable assets. These devices only require a telecom SIM card to enable signal reception for protection and safety features. As a result, functionalities such as vehicle tracking and the monitoring of high-value goods and valuable assets have emerged. Through these capabilities, the logistics and passenger transport industries can not only manage transportation vehicles more quickly and efficiently and prevent unexpected driving incidents but also ensure better protection for high-value items and cargo. The portability of such products also allows for their application in tracking pets, children, and the elderly, helping to prevent instances of loss or disappearance. Additionally, in response to the opening of the new Civil Bands, L2 and L5, our company has continuously developed corresponding products to leverage these new applications.

  • (e)The rapid development of the Vehicle-to-everything(V2X) has led to a burgeoning array of automotive-related products, including in-car entertainment systems, navigation devices, and various connected technologies. The development of C-V2X technology has transformed vehicles into more than mere transportation tools, enabling them to exchange information and collect data through roadside infrastructure. In-vehicle applications can also connect directly with manufacturers through OTA functionality, integrating data into T-BOX to provide real-time updates on vehicle status and location. Our company has a comprehensive range of Antennas, fully deploying Car Multi-Function Application Antenn and developing Antennas a to integrate into the T-BOX.

  • (f)The product of electronic connecting cables remains an indispensable component within the current information industry. Driven by the

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demand for wired signal connections in various electronic products, the global connector industry continues to experience year-on-year growth in both growth rate and production value. With the trend of integration between computers and 3C (communication, information, and consumer electronics) products, and the increasing demand for higher standards of image, audio, and data transmission speed and quality across various products, electronic connector cable products are advancing towards the goals of higher quality, high-speed transmission, and lower transmission loss.

  • (g)The global telecommunications industry is steadily deploying 5G base stations and actively investing in the development of new IoT applications. This trend significantly increases the quality and technical requirements

  • for Antennas compared to previous standards. Our company possesses extensive experience in multi-modal research and development technology, enabling us to effectively meet market demands.

  • (h) Wi-Fi technology has progressively advanced to Wi-Fi 6/6E/7 (802.11ax), and our company has developed various Wi-Fi 6/6E/7 antenna products to fully meet the diverse needs of networking products.

  • (i)In response to the low latency, high transmission capacity, and extensive coverage of 5G networks, Active Beam-steering Array Antennas are poised to become the mainstream technology for Fixed Wireless Access (FWA) devices. Our company has invested in the development of this advanced technology and is confident in meeting the demands of the 5G era.

In summary, the development of wireless applications has expanded from the network communication industry focusing on data streaming to encompass wireless audio-visual peripherals, consumer electronics products, and even applications related to information security. In the future, these applications will continue to evolve towards greater diversification by integrating with various industries.

  • (4) Competition

  • Antenna products require specialized knowledge in microwave engineering. Initially, experts in microwave engineering were predominantly found in military, research, or academic institutions. Consequently, the entry barriers for the antenna industry were quite high during its early stages. However, since 1999, the wireless communication industry has matured, and educational institutions have gradually introduced microwave-related programs, producing more skilled professionals. As a result, more companies have entered the market, leading to increasingly intense competition.

  • Therefore, mastering intellectual property rights, enhancing technical capabilities, and reducing production costs are key to standing out among

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numerous competitors. Technologically, besides holding over a hundred domestic and international patents, we continue to recruit talented R&D personnel and invest substantial resources to achieve technological leadership. This approach aims to widen the gap with our competitors and create a distinct competitive advantage.

Drawing on years of industry experience and dedicated effort, our company has amassed a wealth of expertise. With a fully integrated product line and a service ethos centered around meeting customer needs as the foremost consideration, we effectively demonstrate the value and competitive advantages of our company. As a result, we have garnered recognition and affirmation from renowned domestic and international corporations such as Foxconn, Sercomm, UI, Motorola, Quanta, Compal, ASUS, Wistron, USI, Pegatron, Alpha, D-Link, Cameo, Arcadyan, Askey, Bestis and major domestic operators.

  • (C)Overview of Technology and Research & Development

  • (1)R&D Expenditures for the Most Recent Fiscal Year and Up to the Date of Annual Report Printing

Report Printing Report Printing Report Printing Report Printing
Unit: NT$thousands
Item
2022
2023
Current Year as of
Mar. 31,2024
R&D Expenses
118,813
128,721
35,274
Net Revenue
1,981,157
1,401,492
328,406
Percentage of Net Revenue 6.00% 9.18% 10.74%
  • (2)Technologies or Products Developed Successfully for the Most Recent Fiscal Year and Up to the Date of Annual Report Printing

Year Successfull Develo ed Technolo ies or Products y p g Wi-Fi 7 Omni-directional Di ole Antenna. p LTE + Wi-Fi 7 Coexist Dual-fed Di ole Antenna p Wi-Fi 7 2/5 GHz Dual-fed Dipole Antenna 5G-NR N78 Band Active Beam-steerin Arra Set g y Wi-Fi 7 Active Beam-steering Array Set GPS Trackin Rin g g 2022 and 2023 IoT PCB Chi Antenna for SMT p LF RFID Reader RFID Controller supports RS-232, RS-485, USB, CAN Bus, ModBus, Ethernet, Wi-Fi, SECS/GEM, HSMS protocols. GPS LDA Antenna for Trackin A lication g pp Beam-width Reconfi urable 4x4 MIMO Arra g y

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Year Successfull Develo ed Technolo ies or Products y p g Inte rated PIFA Metal Platform for 4x4 MIMO A lication g pp Beam-Switch Ya i-Uda Antenna for Wi-Fi 7 Mesh A lication g pp BT/125KHz Keyless Module for Motorcycle Star Tag Tracking Receiver 4-Arm Helix GPS Antenna 77GHz millimeter Wave Radar Detector Ceramic Stack Antenna 50mm/25mm SMD GPS Ceramic Antenna New Shark Fin Antenna New SBT (Smart Bias-T) for Base Station Antenna Low Cost iRET Module for Base Station Antenna 16dBi High Gain Array Antenna (3.3GHz to 3.8GHz) 14dBi Split Beam Antenna (1.7GHz to 2.4GHz) RFID Electronic Shelf Reader Electronic Shelf Controller BT Passive Entry Passive Start Keyless System

  • (D) Long-term and Short-term Business Development Plans

  • (1) Long-term Business Development Plans:

  • (a) Marketing Strategy

    • (i).By closely monitoring the evolution of relevant industries and understanding market needs, we aim to enhance key technologies, strengthen product portfolios and service capabilities, and create unique competitiveness. We are committed to developing various new products to address customer pain points and meet their demands, with the ultimate goal of becoming a leader in the antenna sector of the wireless application market.

    • (ii).Deepening interaction and collaboration with international brand customers and system integrators is crucial. Besides staying updated on the latest information regarding customer product designs and solutions, we are committed to promptly introducing our latest products and technologies to our clients. This ensures that our clients have confidence in our technical capabilities, thereby enabling us to seize more collaborative opportunities and create mutually beneficial partnerships.

    • (iii).We aim to strengthen our marketing channels in the United States and Northeast Asia, enhance logistics management efficiency to provide customers with more timely and comprehensive products and services,

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thus increasing market share.

  • (iv).Developing new materials and manufacturing processes for antenna applications is essential to enhance product performance, reduce the cost, and strengthen the competitiveness of products

  • (v).We aim to establish a network within the automotive aftermarket, enabling us to delve into and understand integrated information about automotive products and development trends. By developing integrated antenna systems, we aim to expand our presence in the automotive market. By integrating Antennas for various global satellite positioning systems (such as GNSS, GPS, GLONASS, and GALILEO), AM/FM/SDARS, Wi-Fi, DSRC, LTE, 5G, and C-V2X into a single unit, we aim to provide low-interference and high-performance vehicle communication. This integrated antenna system will offer faster and more accurate positioning, navigation, and entertainment applications. Leveraging our advanced product technology, we are proactively capturing market share in the automotive sector.

  • (vi).We are cultivating the Internet of Things (IoT) ecosystem by focusing on niche vertical application areas. We collaborate with key customers to develop IoT devices and application systems.

  • (b)Production Strategy

  • (i).In response to the global supply chain restructuring, we are establishing resilient manufacturing bases in China, Taiwan, and Vietnam to meet the increasingly diverse manufacturing service needs of our customers.

  • (ii).To meet customer production needs, we are enhancing the production efficiency and service quality of our manufacturing bases in these three locations. This will provide faster and more comprehensive services.

  • (iii).We are enhancing our Logistics Management mechanisms and implementing information automation to integrate group resources. This will enable flexible production capacity support across our three factories and mutual supply of raw materials, aiming to establish AI-driven intelligent manufacturing facilities.

  • (iv).We are implementing automated manufacturing processes to reduce labor costs and increase efficiency.

  • (v).We are optimizing product structures to reduce raw material costs.

  • (c)Product Development Strategy

Our company will continue to recruit talented R&D professionals to build our research and development capabilities. By collaborating with domestic and international research institutions and academic units, we aim to deepen our technological expertise. Simultaneously, we will closely monitor the

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evolution of related industries and enhance key technologies to meet future market needs. We are committed to developing new products, with the ultimate goal of becoming a leader in the antenna sector of the wireless application market.

Future product planning will be developed in the following directions:

  • (i).Base Station Antenna Products for 5G and Advanced Technologies (Active Phased Array Radar, Massive MIMO, etc.

(ii). Antenna products for intelligent wireless network devices

(iii). Antenna products for IoT applications

  • (iv). Smart Antenna products

  • (v). Satellite positioning products (including high-precision satellite Antennas)

  • (vi).Millimeter-wave antenna products for 5G Advanced and satellite applications

(vii). AI and image recognition system development

(viii). LDS (Laser Direct Structuring) Antenna

  • (ix). Millimeter-wave radar Antennas for automotive and industrial IoT applications

(x). BT 5.1 Antenna products

(d)Operating Scale and Financial Coordination

The long-term development of our operational scale will primarily focus on internationalization and diversification. We will utilize various financial instruments to lower financial costs and meet the requirements to support operational goals.

(2)Short-term Business Development Plans:

(a)Marketing Strategy

  • (i).We are committed to staying abreast of industry dynamics and adjusting marketing and product strategies in a timely manner. We aim to expand our reach by pursuing opportunities with global brand manufacturers, nurturing existing customers, and exploring new application segments. We prioritize the enhancement of product quality and customer service, while fostering strong interactive relationships to gain the trust of our customers. This, in turn, allows us to broaden the scope of cooperation with existing customers.

  • (ii).Actively participating in trade shows and alliance events for proactive marketing, and promoting strategic collaborations to deepen partnerships and enhance the overall visibility and reputation of the company.

  • (iii).We are actively cultivating both the automotive aftermarket and OEM

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markets, expanding into antenna-related markets, with a particular focus on comprehensive solutions for multi-functional Antennas.

  • (iv).We are actively expanding our business relationships with customers and ecosystem partners in vertically integrated application areas such as 4G/5G/Wi-Fi (including point-to-point and point-to-multipoint applications), Outdoor AP, and CPE products. By enhancing our competitiveness and developing advanced products, we strategically represent and integrate strong related products. Furthermore, we offer system integration services to broaden the scope of customer service.

  • (v).We are actively developing partnerships within the IoT ecosystem, targeting the supply chains for NB-IoT, LoRaWAN, Sigfox, Weightless, HaLow, RPMA, RedCap, and LEO products. Based on customer requirements, we provide comprehensive services including design, manufacturing, and testing.

  • (vi).By understanding the industry trends in vehicle infotainment, the Internet of Vehicles (IoV), and safety applications, we are proactively entering the original equipment manufacturer (OEM) and aftermarket sectors. We are developing integrated Antennas and radar systems, collaborating with international Tier 1 and Tier 2 manufacturers to create universal products. Additionally, we are integrating with relevant systems to broaden and deepen the application of automotive products.

  • (b)Production Strategy

  • (i).We aim to enhance production efficiency, quality, and capacity utilization to maximize the effective output. We will expand production capacity and upgrade equipment in a timely manner to accommodate future growth in orders.

  • (ii).We will efficiently reduce lead times in production and material delivery, thereby shortening order delivery times while ensuring accuracy. This will meet the competitive demands of the market and help achieve the company's goal of reducing days sales of inventory.

  • (iii).We aim to identify suppliers offering competitive costs and quality materials. Through strategic alliances and fostering good relationships, we will achieve the goal of stable and reliable supply sources.

  • (c)Product Development Strategy

  • (i).Enhance the technical and application levels of existing products to expand their applications.

  • (ii).Implement DFM for product design to streamline the manufacturing process and enhance the overall quality of products.

  • (iii).Develop and apply new materials and processes to enhance product

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performance, reduce costs, and increase product competitiveness.

(d) Operating Scale and Financial Coordination

We will establish a comprehensive fundraising pipeline to enhance operational funding and implement various management systems. Concurrently, we will increase corporate visibility to attract talent and strengthen our corporate structure, thereby demonstrating improved operational performance.

II. Market, Production and Sales Overview

(A)Market Analysis

(1)Primary Product Sales Regions:

Unit: NT$ thousands

==> picture [386 x 145] intentionally omitted <==

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

Year 2023 2022
Destination Amount % Amount %
Asia 834,175 59.52 1,293,915 65.31
America 84,267 6.01 69,240 3.49
Europe 3,109 0.22 3,102 0.16
Taiwan 479,941 34.25 614,888 31.04
Africa 0 0.00 12 0.00
Total 1,401,492 100.00 1,981,157 100.00
----- End of picture text -----

  • (2)Market share and future supply and demand conditions and growth

With the widespread adoption of smartphones, user demand for video streaming and high data transfer rates has surged, creating an urgent need for increased network traffic capacity. This has driven the global communications industry to actively deploy LTE during the 4G era, while also adopting network offloading technologies such as Small Cell and Wi-Fi to alleviate network congestion. Additionally, the industry is promoting the application of new telecommunications and network communication standards like 5G and Wi-Fi 6/6E to meet the rapidly growing demand for network traffic. As Wi-Fi 7 products become more widely available, we can expect to see a rapid increase in the number of network communication products, such as APs and routers, that support Multi-Link Mesh. Additionally, the 5G standard continues to advance to the next generation, integrating with technologies such as artificial intelligence, low-orbit ,cloud computing, and the Internet of Things. This will drive the growth demand for various telecommunications and network communication hardware, with the expectation that the demand for Antennas will remain high and continue to grow significantly for many years to come.

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As of the end of 2023, the global rollout of 5G services has resulted in the deployment of 290 commercial 5G networks worldwide, with over 40 telecom operators offering advanced mobile services based on 5G standalone (SA) architecture. Global 5G subscriptions have also reached 1.6 billion, accounting for 18% of the total number of mobile subscriptions. Although the development of Open RAN has not met expectations, companies such as Ericsson, Nokia, AT&T, and Dell continue to advance. For instance, AT&T has begun to adopt Cloud RAN with O-RAN Alliance standard interfaces and plans to add more hardware suppliers once the technology matures, demonstrating the diversification of hardware specifications required by Open RAN. Furthermore, the use of brand-name server products can result in enhanced efficiency, creating opportunities for 5G base station antenna manufacturers, particularly in the deployment of 3.5GHz and 4.9GHz band Antennas required for 5G private networks and indoor coverage.

In addition, the global focus on vehicle safety has accelerated in recent years, and Vehicle-to-everything has become an inevitable trend in the future of automobiles. In addition, with the integration of functionalities such as positioning navigation, telecommunications, and multimedia, the demand for in-vehicle wireless electronic products is also growing rapidly. This represents an industry segment with considerable growth potential in the future, and our company continues to invest resources in this area for further development.

A review of the policies on upgrading communications infrastructure in various countries in recent years, with the United States and Asian countries such as Japan, India, and Vietnam showing more proactive efforts. However, Europe has been affected by wars and inflation, resulting in a slower pace of upgrades. As a result, our company will continue to focus on developing sales strategies in both the United States and Asia, the two major regions.

  • (3)Competitive Niches

In response to the demands of foreign brand customers, our company has invested in smart factories in Taiwan and Dongguan Tailin in South China. Additionally, we established a smart factory in Vietnam and enhanced its level of automation in 2023. This centralized the overall management of the group, making it more efficient and effective. This strategy enhances our attractiveness to customers as their strategic partners. Moreover, we deepen partnerships to improve overall competitiveness and achieve win-win outcomes.

In terms of technical capabilities, our company holds over a hundred antenna patents both domestically and internationally. We actively nurture technological talent and possess high technical expertise to enhance product performance and reduce the cost, thereby gaining a competitive advantage. Additionally, we have the most comprehensive and highly integrated product

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line. As the trend towards increasingly complex terminal product development continues, the demand for antenna integration is also rising. In this market-driven environment, the ability to demonstrate our company's value and advantages in technology becomes increasingly crucial. This is the main key to our company's ability to stand out among numerous competitors.

  • (4)Advantages and disadvantages of development prospect and countermeasures (a)Favorable Factors:

  • (i)The industry shows high development potential

    • With the continuous thriving development of broadband and wireless network industries, coupled with the flourishing markets of 4G telecommunications and digital househome, as well as the increasing prevalence of various wireless applications, the advent of the 5G era has garnered even more attention from the public in the post-pandemic period. Consequently, the demand for electronic signal connectivity devices, Antennas, and related products such as precise GPS/GNSS positioning devices is expected to grow rapidly. Our company possesses expertise in both wireless and wired technologies, and our developed products have a wide range of applications. The overall wireless-related industry exhibits high growth potential. The trend towards wireless communication has become an inevitable mainstream development, providing significant positive momentum for our company's operations.
  • (ii).Gain insights into the dynamics of new technologies

    • Our company remains closely attuned to industry trends and customer development dynamics, consistently striving to deeply understand them. We maintain ongoing technical and market exchanges with our customers to gain a comprehensive understanding of their needs and market demands. This ensures that we stay informed of the latest market information and trends, allowing us to adapt promptly. Furthermore, we invest in the research and development of new technologies to meet market demands for innovative applications, fostering win-win outcomes with our customers.
  • (iii).Pursue high standards of quality objectives Antennas are highly sensitive electronic components. Besides possessing excellent design capabilities, automated production manufacturing and strict quality testing are equally crucial for antenna manufacturers. Our company invests significant resources in establishing comprehensive testing platforms to meet customized testing requirements. In addition to focusing on improving product production and testing technologies, we also implement rigorous quality control measures for our products. Coupled with professional after-sales service, this ensures that our products' quality and production technology are well recognized by

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customers and the market. Therefore, we have been able to maintain stable and mutually trusting cooperative relationships with our customers for the long term.

  • (iv).Get closer to customers and provide nearby delivery

    • Our company has established the Dongguan Tailin production base near key customer locations in mainland China, providing the advantage of close proximity for supply and cost reduction. Amid the escalating U.S.-China trade war and rapidly increasing risks, we are proactively expanding our production lines in Taiwan to cope with the swift changes in the global political and economic landscape. By integrating automation, industrialization, and big data analysis, we aim to enhance production efficiency and reduce costs. Additionally, we have also set up a factory in Vietnam to not only provide nearby supply services to our customers but also offer upstream services, including design and development, close to our clients. This proximity makes us a more attractive strategic partner, strengthening our relationships with our customers.
  • (b)Unfavorable Factors and Countermeasures:

  • (i).Downstream customers are squeezing profit margins.

    • In the post-pandemic era, as the consumer electronics market faces intensified price competition, major end-brand manufacturers are increasingly demanding competitive costs. Under this trend, domestic OEM giants are striving to reduce costs by pressing component suppliers to lower their procurement prices, thereby squeezing the profit margins of component suppliers.In response, our company leverages economic scale and automation production to reduce manufacturing costs. Additionally, we integrate the procurement strategies of our parent company with our subsidiaries in mainland China and our factory in Vietnam to secure competitive material costs. We are also investing in the development of technically integrated and highly complex products and solutions. By focusing on niche product development, we aim to escape the vicious cycle of market price competition.
  • (ii).Product variety increases rapidly with shortened life cycles

    • Due to the rapid evolution of wireless application products and their short development cycles, the demand for lightweight, thin, and compact designs has become a fundamental requirement for all types of products. Additionally, the need for multifunctionality has grown. To meet these demands, our antenna products must adapt accordingly, with designs that are smaller in size and integrate more transmission and reception frequency bands to satisfy the requirements of downstream customers. In response, our company continuously monitors market trends and enhances our R&D capabilities. We leverage our key technologies to

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develop niche products, aiming to shorten product development time, expand market share, and improve overall competitiveness.

  • (iii).Customer requests expedited delivery date

To alleviate inventory pressure, major information and communication technology companies often require component suppliers to shorten delivery times, thereby shifting the inventory burden onto the suppliers. Our response strategy is to flexibly allocate resources between the parent company and our subsidiaries in China and Vietnam. We also strengthen the close relationships within our corporate group and with our upstream supply chain. This approach enhances the flexibility of our overall production system, enabling us to better meet customers' demands for shorter delivery times.

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(B)Important Applications and Manufacturing Processes of Major Products (1)Important Applications of Main Products:

==> picture [452 x 587] intentionally omitted <==

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

Main
Item Main purposes Terminal application products
products
Wireless Router
Wireless Access Point (AP)
Wireless Network Card
Wireless Bridge Adapter
Wireless Personal Computer
Wireless Multimedia Player
Wireless Gaming Console
5G New Radio Products
Global Navigation Satellite System (GNSS)
Tablet Computer
Used in Satellite Wireless Network Phone
communication, mobile GPS/GNSS Satellite Navigator
communication, radar Digital Television Receiver
detection, and wireless CPE WWAN Client Device
local area network Handheld Radio
devices. They radiate ADS-B Multilateration (MLAT) System
RF antenna
signals from the wireless Outdoor HF 、 VHF 、 UHF 、 L Band
modules into the air or Vehicle-mounted Communication System
receive electromagnetic Bluetooth 5.1 Products
waves from the air and Global Navigation Satellite System (GNSS)
transmit them to the Vending Machine Inventory Management
wireless modules. System
Building Access Control System
Outdoor L Band Communication System
Wireless Water Meter System
Enterprise Router System
Wireless Mesh Network System
High Precision Satellite Antenna System
Millimeter Wave Radar Application System
Radar Detector
Car Door Handle Proximity Antenna System
Wireless Tracker
Wireless Router
Wireless Access Point (AP)
Wireless LAN Device
RF coax Wireless Network Card
Connection Antennas
assembly Wireless Bridge Adapter
and Wireless Modules
Wireless Personal Computer
Other RF (Radio Frequency) Products
Mobile Communication Network Base Station
Base station Antennas for
Base station Base Station Timing Antenna
mobile communication
antenna Small Cell Base Station
network equipment
Active Antenna Unit
LDS antenna [IOT and Miniature ] Wearable Devices
Antenna Applications Handheld Devices
Antennas for wireless communication (Wireless radio communication devices)
----- End of picture text -----

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

Main
Item Main purposes Terminal application products
products
Laptop / Notebook
Smartphone
Tablet
Computer peripherals
Wireless Access Point (AP)
are devices that facilitate
Digital Television (DTV)
Cable communication, storage,
Digital Camera
Assembly internet access, and
Amplifier
multimedia data
Printer
transmission.
Projector
Cable Modem
Other computer peripherals and accessories
Cables for computer
peripherals (Electronic
signal connection devices)
----- End of picture text -----

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Picture : Application Fields of Wha Yu Industrial Antenna Technology

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Figure: Application of Wha Yu Industrial Antenna Terminal Products.

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Figure: Application of Wha Yu Industrial Antenna Terminal Products.

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Figure: Application of Wha Yu Industrial Antenna Terminal Products.

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(2)Production process of the Wireless radio communication devices Antennas:

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

Cutting line Solder
(Use automatic wire cutting Tin plating, Peeling (Combine the
machine to cut the total length full inspection (Remove the electronic wire and
of coaxial wire and the outer (Tinning and middle
the stripped part of
cover of both ends & braided checking the stripping coat the wire with tin
copper wire & center insulator cut wire) on the wire) hot-melt welding)
& center copper wire size
according to requirements)
Riveting rivets
Electron drying wire Assemble the upper and lower
(Insert the casing to the mounts (Put the combined fixing seat and
rivet into the jig of the rivet machine
welding place of the (Combine the upper and
and press to make the combination
wire, and then bake it lower fixing seats) (Remove
firm)
tightly with a hot hair the middle stripping coat on
dryer or alcohol lamp) the wire)
Iron powder core
Riveted ground copper pipe Cut the core wire
(Put the iron powder
core into the wire and (Put the grounding copper tube (Remove the excess Teflon
into the wire from the Teflon end from the wire)
fix it)
and pass it through the riveting
press to make it firmly combined)
Glue and assemble the rod Test Full appearance inspection
cover (Use a network analyzer to (Check whether the
(Glue the rod cover and then check product insertion loss & appearance of the product
combine it with the upper reflection loss & attenuation) meets the requirements)
fixing seat on the wire)
Package
(Package according to
customer's requirements for
the product)
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(C)Supply of major raw materials

We are fortunate to have a number of well-known domestic and foreign manufacturers as our raw material suppliers, many of whom have a good reputation in the industry. We also have a number of other suppliers who have been designated by our customers, and we work with a number of well-known domestic and foreign manufacturers with whom we have long-term and stable relationships. The Company is aware of the supply status of raw materials and takes steps to ensure that we have the right materials in stock at the right time, adjust the feeding schedule and introduce substitute materials when necessary.

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We also work hard to ensure that we meet customer demand and production planning by controlling the quality and delivery time.

  • (D)Names of customers who bought or sold more than 10% of the total in the last two years, the amounts and percentages, and reasons for changes.

  • (1)Information on suppliers accounting for more than 10% of total purchases over the last two years:

Reasons for the changes: Different products bought in different amounts.

Unit: NT$ thousands

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

2022 2023 Current Year as of Mar. 31,2024
Ratio (%) in
Proportion Proportion
Net Purchase
(%) in Net Relation (%) in Net Relation for Current Relation
Name Amount Annual with the Name Amount Annual with the Name Amount with the
Purchase Issuer Purchase Issuer Year Up to the Issuer
Previous
Amount Amount
Quarter
Company 137,661 11.47 None Company 79,639 10.73 None Company 43,805 21.72 None
C C E
Others 1,062,430 88.53 None Others 662,766 89.27 None Others 157,867 78.28 None
Net Net Net
1,200,091 100.00 742,405 100.00 201,672 100.00
Purchase Purchase Purchase
(2)Information on major customers accounting for 10% or more of total sales for
the last two years:
Reasons for the change: The change in sales is due to different products sold
in the two years.
Unit: NT$ thousands
2022 2023 Current Year as of Mar. 31,2024
Ratio(%) in
Net Sales
Proportion(%) Relation Proportion(%) Relation for Current Relation
Name Amount in Net Annual with Name Amount in Net Annual with Name Amount Year Up to with
Sales Issuer Sales Issuer the Issuer
Previous
Quarter
Company A 596,220 30.09 None Company A 302,405 21.58 None Company F 67,563 20.57 None
Company E 239,902 12.11 None Company E 128,603 9.18 None Company A 53,773 16.37 None
Others 1,145,035 57.80 None Others 970,484 69.24 None Others 207,070 63.06 None
Net Sales 1,981,157 100.00 Net Sales 1,401,492 100.00 Net Sales 328,406 100.00
----- End of picture text -----

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(E)Production Volume and Value over the past two years

Unit: thousand pieces /NT$ thousands

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

Year
2022 2023
Sales amount
Capacity Output Value Capacity Output Value
Main Products
Wireless radio
65,763 55,898 1,349,322 65,389 55,580 895,379
communication devices
Electronic and optical
19 19 6,088 0 0 0
communication components
Electronic signal connection
1,083 921 74,626 551 468 37,523
devices
Electronic products 148 126 18,610 91 77 12,508
Total 67,013 56,964 1,448,646 66,031 56,125 945,410
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(F)Sales Volumes and values over the past two years

Unit: thousand pieces /NT$ thousands

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

Year 2022 2023
Domestic Sales Overseas Sales Domestic Sales Overseas Sales
Sales amount
Volume Amount Volume Amount Volume Amount Volume Amount
Main Products
Wireless radio
8,014 391,523 56,617 1,231,983 8,286 323,584 66,455 792,840
communication devices
Electronic and optical
communication 2,517 98,168 19,590 143,531 1,378 80,654 18,498 139,240
components
Electronic signal
816 98,281 639 9,284 432 52,690 383 6,878
connection devices
Electronic products 36 7,701 0 686 22 5,606 0 0
Total 11,383 595,673 76,846 1,385,484 10,118 462,534 85,336 938,958
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III.Employee Information

May 18,2024

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

Current Year as
Year 2022 2023
of Apr. 30,2024
Direct employees 432 103 111
Indirect employee 421 421 429
Total 853 524 540
Average Age 37.28 40.74 40.65
Average Service Year 4.85 7.5 7.73
PhD 0.12 0.20 0.19
Master's 4.45 9.73 9.62
Bachelor's 40.33 41.22 40.19
High school 26.26 25.57 24.53
Below high school 28.84 23.38 25.47
Employees Number of
(%) Distribution Ratio Educational
----- End of picture text -----

IV.Environmental Protection Expenditure

  • (A)We are pleased to report that the total amount of losses (including compensation) and penalties for environmental pollution for the most recent year and as of the printing date of the Annual Report is zero.

  • (B)Future countermeasures (including improvement measures) and possible expenditures (including the estimated amount of losses, penalties and compensation that may be incurred if countermeasures are not taken, and if it is not possible to make a reasonable estimate, the fact that it is not possible to make a reasonable estimate)

Investments in major equipment for the prevention and control of environmental pollution and their uses and possible benefits:

In response to international trends and global environmental requirements, the Company organises environmental education and training from time to time to demonstrate the importance that the Company attaches to environmental issues through education and training courses. In accordance with Article 10 of the Implementing Measures for Environmental Monitoring in the Labour Sector, the Company conducts environmental measurements on a semi-annual basis. We are proud to say that all internal rubbish is separated and recycled, and is regularly transported and disposed of by qualified environmental protection companies, which ensures that no environmental pollution occurs. Every year, we regularly find recyclers to

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recycle or sell unnecessary items one by one, which can effectively increase the use of space and reduce environmental pollution.

  • V. Labor Relations

  • (A)Employee Welfare, Education and Training Measures:

The Company recognises the value of its employees and is dedicated to fostering positive labour relations and a secure and harmonious working environment. Employee welfare measures include:

  • (1)The company has established an Employee Welfare Committee with the aim of implementing various welfare measures. These include cultural and recreational activities, community activities, staff travel, emergency relief, annual festival gifts, birthday gifts, and applications for welfare subsidies, such as wedding, funeral, and maternity subsidies.

  • (2)The company offers financial support for departmental colleagues to communicate with each other, and organises year-end dinner and tea party activities to foster a positive work environment.

  • (3)The Company is committed to taking care of its employees. In addition to providing the basic protection of labour insurance and universal health insurance as required by law, it also takes out group welfare insurance for its employees. The Company recognises the importance of the physical and mental health of its employees and, in addition to providing them with a clean, beautiful, and safe working environment, it also arranges for regular health check-ups for its employees, and provides them with health consultation services in the factory.

  • (4)The Company has put in place a system of employee compensation, employee stock ownership and operating performance bonuses, which allows employees to work together to create profits and share in the results of operations.

  • (5)In the interest of fostering equality and diversity in the workplace, our company strives to comply with the local government's labour laws and regulations. In the selection of employees, we endeavour to avoid any form of discrimination based on race, class, language, ideology, religion, political party affiliation, nationality, place of origin, gender, sexual orientation, age, marriage, appearance, facial features, physical and mental disabilities, or previous union membership. We will hire according to the law to eliminate any unlawful discrimination. If any employee feels that they have been treated unfairly or unequally, they are encouraged to raise their concerns through the complaint mailbox or employee suggestion box. In addition,

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we are proud to offer maternity, paternity and parental leave in accordance with the relevant legislation.

Year Description Male/Number Female/Number Total
2023 Parental Leave Application 1 1 2
Return to work 1 0 1
2024 Parental Leave Application 0 2 2
Return to work 0 0 0
Remaining in service 12 months
after resumption of parental
leave
0 0 0

(B)Education and training:

The Company strives to align its annual training plan with the vision, annual business objectives and other organisational needs. This plan combines internal and external training to cultivate the professional competence of employees and enhance their competitiveness. In FY112, the total number of hours of training was 2,465.5 hours, and the total number of training participants was 887. The Company also offers an on-the-job training subsidy for EMBA to help supervisors develop their management abilities.

(C)Retirement system and its implementation:

In accordance with the provisions of the Labor Standards Law, the Company has established a retirement plan for its employees and formed a Labor Pension Fund Supervisory Committee. The Company contributes monthly to the employees‘ individual accounts at the Bureau of Labor Insurance based on the employees’ election of the new pension plan.

Labor Pension Old System New System
Source of Law Labor Standards Act Labor Pension Act
Funding Rules A sum equivalent to 2% of
the employees' monthly
salaries and wages was
transferred to a special
account at the Bank of
Taiwan in the name of the
company.
It is recommended that
a contribution of 6% be
made to the personal
account of the Labour
Insurance Bureau, in
accordance with the
level of insurance
coverage of the
employees.
Total Amount The accumulated amount of
the Labour Retirement
Provident Fund in NT$ 5,625 thousands.

NT$10,721 thousand
was appropriated in
2023.

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  • (D)Employer-employee agreements and measures to protect the rights and interests of employees:

The Company places great value on the opinions of employees and holds regular labour-management meetings, as well as additional interim meetings when necessary. All employees are invited to participate and encouraged to provide suggestions in order to gain a better understanding of their opinions on the management and welfare system, which can then be used as a reference for improvement. We are pleased to report that, to date, labour-management relations have been amicable, with no litigation incidents. We believe that it is important to maintain these positive relations and to coordinate them effectively.

  • (E) Any losses incurred due to labour disputes in recent years and up to the date of publication of the Annual Report, along with an estimation of the amount and measures to deal with any potential future losses:

The Company is dedicated to fostering positive employee relations and fostering an open communication environment between supervisors and their colleagues and peers. The Company is pleased to report that it has not incurred any losses resulting from labour disputes in the 2023 fiscal year.

VI.Cyber Security Management

  • (A) The objective is to describe the information security risk management framework, information security policy, specific management programmes, and resources invested in information security management:

  • (1)Information Security Risk Management Framework

    • In order to strengthen information security management, ensure the availability, integrity, and confidentiality of information, and protect it from intentional or accidental threats from internal and external sources, the Information Department is responsible for coordinating and implementing the company's information security policies, disseminating information security information, and raising employees' awareness of information security. The Information Security Department is responsible for coordinating and implementing the Company's information security policies, disseminating information security messages, and raising employees' awareness of information security. Additionally, the Department reports regularly to the President and Chairman of the Board on information security achievements each year to ensure that information security policies and related laws and regulations are implemented and enforced.

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(2)Information Security Policy


Item

Safety Policy
Information
Security
Governance

Establishment of a complete management system
Information safety promotion and training
Ensure the sustainable operation of the system
Restriction management, virus protection and access
management
Resistance to external threats
Risk control
Compliance Establishment of compliant operating procedures
Regularly review and revise the relevant operation specifications
  • (3)Specific Management Plan and Resources for Information Security Management

  • (a)Computer equipment security management

    • (i)The Company's computer mainframes, application servers and other equipment are stored in a dedicated server room with access control and access logs.

    • (ii)The server room is equipped with independent air-conditioning to keep the computer equipment operating in a proper temperature environment.

    • (iii)The mainframe of the server room is equipped with an uninterruptible power supply and voltage stabilising equipment, and is connected to the power supply system of the company's own generator to ensure that the operation of the computer application system will not be interrupted in the event of a temporary power outage or failure.

  • (b)Network Security Management

    • (i)Strengthen network control and configure enterprise-level firewalls to prevent illegal intrusions by hackers.

    • (ii)We have found that site-to-site data encryption is an effective way to protect data during transmission within our group.

    • (iii)It would be advisable for colleagues accessing the company's systems remotely to use VPN security methods, and relevant records to be kept for auditing purposes.

    • (iv)Internet behaviour management and filtering devices are configured to control access to the Internet, with the aim of blocking access to harmful or policy-disallowed network addresses and content. This should help to strengthen network security and prevent bandwidth resources from being improperly used.

  • (c)Virus Protection and Management

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  • (i)Endpoint protection software is installed on servers and peer terminals with the objective of detecting and preventing the installation of potentially threatening system executable files.

  • (ii)Email servers are equipped with anti-virus and spam filtering mechanisms.

  • (iii)The anti-virus system will not only quarantine or delete any detected or intercepted viruses immediately, but will also proactively issue risk reports on infected and at-risk computers, thus facilitating the administrators to take appropriate actions.

  • (d)System access control

  • (i)The utilisation of each application system by employees is authorised by the supervisor in charge through the established procedure for requesting authorisation, as stipulated by the company. The Information Department establishes a system account and authorises access according to the functional authority applied by each system administrator.

  • (ii)The password of the account is set with high strength regulations and will be deleted when the employee leaves the job.

  • (e)Ensure the sustainable operation of the system

  • A is built and a

  • (i)System Backup: backup system daily/weekly/monthly backup mechanism is adopted. In addition to the fixed backup system, the system and database are managed by off-site backups in the computer room to ensure absolute security.

  • (ii)Disaster Recovery Exercise: Once a year, we conduct an exercise where the backup media is stored back in the system host. This is to ensure the correctness and validity of the backup media. The user unit then confirms in writing that the restored data is correct.

  • (iii)We also lease two data lines from the telecommunication company. These are connected in parallel for mutual backup use through bandwidth management equipment. This helps to ensure uninterrupted network communications.

  • (f)Information and Safety Advocacy and Training

  • (i)Regular promotion. We kindly request that employees change their system passwords regularly to maintain account security.

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  • (ii)Seminars. From time to time each year, we implement information security-related education and training programmes for internal employees.

  • (iii)Join the “Taiwan Computer Network Crisis Response and Coordination Center (TWCERT/CC)” to obtain consultation channels for information security incidents and collect information on information security for internal promotion.

  • (B)The losses, possible impacts and countermeasures suffered as a result of major information security incidents in the most recent year and up to the printing date of the Annual Report are presented below. If it is not possible to reasonably estimate the losses, the possible impacts and countermeasures, this is also indicated.

VII.Important Contracts

Please find below a list of contracts that were in effect as of the printing date of the Annual Report and expired in recent years. These include supply and sales contracts, technical cooperation contracts, construction contracts, long-term loan contracts and other significant contracts affecting stockholders' equity:

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

Nature of
Parties Date of contract Main contents Restrictions
Contract
----- End of picture text -----

Nature of
Contract
Parties Date of contract Main contents Restrictions
Collateraliz
ed Loan
Taipei Fubon
Commercial Bank
2019/12/26~2030/2/15 Medium and Long-term
Loans
(Mortgage of land and real
estate, Lot 1899, Sec. 9,
Hukou Township, Hsinchu
County))
None

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Chapter 6. Financial Overview

  • I. Condensed Balance Sheets, Statements of Comprehensive Income, Name of CPAs and Audit Opinions of the Most Recent Five Years.

  • (A) Consolidated Information

    • (1)Condensed Balance Sheet

Unit: NT$ thousands; per share

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

Year Financial
Financial Information of the Most Recent Five Years
Information of
Current Year as of
Item 2019 2020 2021 2022 2023
March 31, 2024
Current Assets 1,446,323 1,349,086 1,335,441 1,629,896 1,200,450 1,171,529
Property, Plant, and 492,061 655,405 765,489 778,752 771,422 768,861
Equipment
Intangible Assets 3,222 5,712 4,993 27,416 7,483 6,649
Other Assets 371,609 342,777 320,419 84,048 70,233 78,208
Total Assets 2,313,215 2,352,980 2,426,342 2,520,112 2,049,588 2,025,247
Before 737,007 512,290 634,929 685,119 454,813 471,437
Current Distribution
Liabilities After 737,007 572,530 634,929 709,215 (Note 2) -
Distribution
Non-current Liabilities 111,940 317,549 372,120 333,219 265,363 248,213
Before 848,947 829,839 1,007,049 1,018,338 720,176 719,650
Total Distribution
Liabilities After 848,947 890,079 1,007,049 1,042,434 (Note 2) -
Distribution
Equities Attributable to
the Owners of the Parent 1,459,383 1,519,580 1,416,264 1,479,799 1,313,116 1,289,984
company
Share capital 1,204,804 1,204,804 1,204,804 1,204,804 1,204,804 1,204,804
Capital Surplus 299,417 222,863 222,863 201,451 201,451 201,451
Before 33,721 184,175 83,198 138,586 (6,573) (40,743)
Retained Distribution
Earnings After 33,721 123,935 83,198 114,490 (Note 2) -
Distribution
Other Equity (78,559) (92,262) (94,601) (65,042) (86,566) (75,528)
Treasury Stock - - - - - -
Non-controlling Interests 4,885 3,561 3,029 21,975 16,296 15,613
Total Before 1,464,268 1,523,141 1,419,293 1,501,774 1,329,412 1,305,597
Equity Distribution
After 1,464,268 1,462,901 1,419,293 1,477,678 (Note 2) -
Distribution
----- End of picture text -----

Note 1.The above financial information has been audited by CPAs.; The Q1 2024 financial information was reviewed by CPAs. Note 2.To be finalised subject to resolution at the Annual Shareholders' Meeting.

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(2) Condensed Statement of Comprehensive Income

Unit: NT$ thousands

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

Year Financial
Financial Information of the Most Recent Five Years
Information of
Current Year as of
Item
2019 2020 2021 2022 2023
March 31, 2024
Operating Revenue 1,254,229 1,426,967 1,580,533 1,981,157 1,401,492 328,406
Gross Profit 213,539 290,944 276,276 380,211 221,341 52,128
Operating Income (95,926) (47,139) (54,478) 7,532 (194,771) (51,268)
Non-operating Income 51,594 12,857 14,133 17,457 72,167
16,415
and Ex enses
p
Net Profit Before Tax (44,332) (34,282) (40,345) 24,989 (122,604) (34,853)
Curent Net Profit from
(70,442) (34,282) (40,345) 30,176 (125,744) (34,853)
Continuing Operations
- - -
Benefits (losses) of (4,208) 106,808
Discontinued -
(operations)
Net Profit (Loss) for the (74,650) 72,526 (40,345) 30,176 (125,744)
(34,853)
Period
Other Comprehensive
(18,183) (13,653) (3,263) 30,107 (22,522) 11,038
Income (After Tax)
Total Comprehensive (92,833) 58,873 (43,608) 60,283 (148,266)
(23,815)
Income for the Period
Net Profit Attributable
(69,757) 73,850 (39,813) 33,428 (120,065) (34,170)
to Owners of the Parent
Net Profit Attributable
to Non-controlling (4,893) (1,324) (532) (3,252) (5,679) (683)
Interests
Total Comprehensive
Income Attributable to (87,940) 60,197 (43,076) 63,535 (142,587) (23,132)
Owners of the Parent
Total Comprehensive
Income Attributable to
(4,893) (1,324) (532) (3,252) (5,679) (683)
Non-controlling
Interests
Earnings Per Share (0.58) 0.61 (0.33) 0.28 (1.00) (0.28)
----- End of picture text -----

Note.The above financial information has been audited by CPAs.; The Q1 2024 financial information was reviewed by CPAs.

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(3) Condensed Balance Sheet- Individual Information

Unit: NT$ thousands; per share

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Year Financial Information of the Most Recent Five Years
2019 2020 2021 2022 2023
Item
Current Assets 895,011 991,247 815,807 1,202,944 682,655
Property, Plant, and 276,966 524,545 645,533 662,657 652,572
Equipment
Intangible Assets 1,232 5,099 4,851 8,195 4,737
Other Assets 883,002 709,072 719,403 521,337 644,824
Total Assets 2,056,211 2,229,963 2,185,594 2,395,133 1,984,788
Before 484,957 393,136 397,277 582,411 406,368
Current Distribution
Liabilities After 484,957 453,376 397,277 606,507 (Note 2)
Distribution
Non-current Liabilities 111,871 317,247 372,053 332,923 265,304
Before 596,828 710,383 769,330 915,334 671,672
Total Distribution
Liabilities After 596,828 770,623 769,330 939,430 (Note 2)
Distribution
Share capital 1,204,804 1,204,804 1,204,804 1,204,804 1,204,804
Capital Surplus 299,417 222,863 222,863 201,451 201,451
Before 33,721 184,175 83,198 138,586 (6,573)
Retained Distribution
Earnings After 33,721 123,935 83,198 114,490 (Note 2)
Distribution
Other Equity (78,559) (92,262) (94,601) (65,042) (86,566)
Treasury Stock - - - - -
Before 1,459,383 1,519,580 1,416,264 1,479,799 1,313,116
Distribution
Total Equity
After 1,459,383 1,459,340 1,416,264 1,455,703 (Note 2)
Distribution
----- End of picture text -----

Note 1.The above financial information has been audited by CPAs. Note 2.To be finalised subject to resolution at the Annual Shareholders' Meeting.

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(4) Condensed Statement of Comprehensive Income-Individual Information

Unit: NT$ thousands

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

Year Financial Information of the Most Recent Five Years
2019 2020 2021 2022 2023
Item
Operating Revenue 1,184,490 1,230,457 1,199,261 1,712,143 1,154,491
Gross Profit 156,720 142,643 166,402 264,040 114,929
Operating Income (48,516) (81,195) (57,567) 20,499 (157,865)
Non-operating Income and (7,005) 155,045 17,754 7,742 37,800
Expenses
Net Profit Before Tax (55,521) 73,850 (39,813) 28,241 (120,065)
Curent Net Profit from
(69,757) 73,850 (39,813) 33,428 (120,065)
Continuing Operations
- - - - -
Benefits (losses) of Discontinued
(operations)
Net Profit (Loss) for the Period (69,757) 73,850 (39,813) 33,428 (120,065)
Other Comprehensive Income
(18,183) (13,653) (3,263) 30,107 (22,522)
(After Tax)
Total Comprehensive Income (87,940) 60,197 (43,076) 63,535 (142,587)
for the Period
Earnings Per Share (0.58) 0.61 (0.33) 0.28 (1.00)
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Note .The above financial information has been audited by CPAs.

(B) Names and Audit Opinions of CPAs over the Most Recent Five Years

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Year Accountin Firm Name of CPA Audit O inion
g p
Huang, Yü-Feng.
2019 Deloitte & Touche Unmodified Opinion
Lin,Cheng-Chih.
Huang, Yü-Feng.
2020 Deloitte & Touche Unmodified Opinion
Lin,Cheng-Chih.
Tsai, Mei-Chen.
2021 Deloitte & Touche Unmodified Opinion
Lin,Cheng-Chih.
Tsai, Mei-Chen.
2022 Deloitte & Touche Unmodified Opinion
Lin,Cheng-Chih.
Tsai, Mei-Chen.
2023 Deloitte & Touche Unmodified Opinion
Lin, Hsin-Tung.
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II.Financial Analyses of the Most Recent Five Years

(A)Financial analysis - Use of international financial reportin

(1) Consolidated Financial Analysis

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Financial Analyses for the Most Recent Five Years
Year Financial
Analysis Item Information of
2019 2020 2021 2022 2023
Current Year as of
March 31, 2024
Debt Ratio 36.70 35.27 41.50 40.41 35.14 35.53
Financial
Structure Ratio of long-term capital to
property, Plant, and 316.31 277.30 233.63 232.81 204.62 200.06
(%)
Equipment
Current Ratio 196.24 263.34 210.33 237.90 263.94 248.50
Solvency Quick Ratio 165.62 227.35 158.81 186.65 213.49 202.10
(%) Times Interest Earned
(719.45) (484.62) (1,259.33) 428.41 (832.07) (1,235.36)
(Times)
Accounts Receivable
2.07 2.44 2.73 2.86 2.24 3.02
Turnover Ratio (Times)
Average Collection Days 176.33 149.59 133.69 127.62 162.94 120.86
Inventory Turnover Ratio
4.64 5.70 5.18 4.77 4.12 5.02
(Times)
Accounts Payable Turnover
2.90 3.27 3.63 4.01 3.64 4.74
Operating Ratio (Times)
Ability Average Inventory Turnover
78.66 64.03 70.46 76.51 88.59 72.67
Days
Property, Plant, and
Equipment Turnover Ratio 2.55 2.18 2.22 2.57 1.81 1.71
(Times)
Total Assets Turnover Ratio
0.54 0.61 0.65 0.79 0.61 0.16
(Times)
Return on Total Assets (%) (3.16) 3.31 (1.59) 1.47 (5.04) (6.43)
Return on Equity (%) (4.63) 4.96 (2.75) 2.08 (9.00) (10.71)
Net Profit before tax to
Profitability (4.16) (2.85) (3.35) 2.07 (10.18) (11.57)
paid-in capital Ratio (%)
Net Profit Ratio (%) (5.95) 5.08 (2.55) 1.52 (8.97) (10.61)
Earnings Per Share (NT$) (0.58) 0.61 (0.33) 0.28 (1.00) (0.28)
Cash Flow Ratio (%) 1.55 (6.30) (15.22) 2.67 38.92 1.55
Cash Flows Cash Flow Adequacy Ratio (%) 72.86 34.68 23.13 4.60 7.15 7.96
Cash Reinvestment Ratio (%) 0.47 (1.31) (6.59) 0.74 6.70 0.33
Operating Leverage (0.33) (6.84) (6.39) 66.97 (1.36) (1.34)
Leverage
Financial Leverage 0.93 0.89 0.95 (97.82) 0.94 0.95
Analysis of deviation of 2023 vs. 2022 over 20%:
Profitability: The decrease in the ratio for the year was due to a decline in overall operating profitability as a result of
lower sales due to inventory adjustments by customers.
Operating leverage: The decrease was due to an operating loss.
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Note.The above financial information has been audited by CPAs.; The Q1 2024 financial information was reviewed by CPAs.

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2 Individual Financial Anal is Based on Information Financial R rtin Standards ( ) ys epo g

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Year
Financial Analyses for the Most Recent Five Years
Analysis Item
2019 2020 2021 2022 2023
Debt Ratio 29.03 31.86 35.20 38.22 33.84
Financial
Structure Ratio of long-term capital to
(%) 561.96 346.48 277.03 273.55 241.88
property, Plant, and Equipment
Current Ratio 184.55 252.14 205.35 206.55 167.99
Solvency
Quick Ratio 169.79 238.50 171.06 182.78 139.64
(%)
Times Interest Earned (Times) (1,213.48) 1,852.91 (1,683.74) 501.44 (1,232.57)
Accounts Receivable Turnover
2.15 2.12 2.73 3.13 2.23
Ratio (Times)
Average Collection Days 169.77 172.17 133.70 116.61 163.68
Inventory Turnover Ratio (Times) 13.95 17.66 10.97 10.61 8.26
Accounts Payable Turnover Ratio
3.47 3.86 3.78 4.92 4.13
Operating (Times)
Ability
Average Inventory Turnover Days 26.17 20.67 33.28 34.39 44.21
Property, Plant, and Equipment
4.28 2.35 2.05 2.62 1.76
Turnover Ratio (Times)
Total Assets Turnover Ratio
0.58 0.55 0.55 0.71 0.53
(Times)
Return on Total Assets (%) (3.26) 3.61 (1.72) 1.71 (5.14)
Return on Equity (%) (4.63) 4.96 (2.71) 2.31 (8.60)
Operating
Ratio of paid-in Income (4.03) (6.74) (4.78) 1.70 (13.10)
Profitability
Net Profit before
capital (%) tax (4.61) 6.13 (3.30) 2.34 (9.97)
Net Profit Ratio (%) (5.89) 6.00 (3.32) 1.95 (10.40)
Earnings Per Share (NT$) (0.58) 0.61 (0.33) 0.28 (1.00)
Cash Flow Ratio (%) (16.39) 37.02 (24.14) 0.48 22.62
Cash Flows Cash Flow Adequacy Ratio (%) 43.54 45.26 22.81 (0.90) 8.22
Cash Reinvestment Ratio (%) (4.39) 7.10 (7.83) 0.14 3.67
Operating Leverage (2.58) (1.34) (2.39) 13.00 (0.66)
Leverage
Financial Leverage 0.92 0.95 0.96 1.52 0.95
Analysis of deviation of 2023 vs. 2022 over 20%:
Interest coverage: The decrease is due to the loss.
Profitability: The decrease was due to a decrease in operating profitability as a result of a decrease in sales due to
inventory adjustments by customers.
Operating leverage: The decrease was due to the operating loss.
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Note1.The above financial information has been audited by CPAs. Note2.The company has not issued a personal financial report for March 31, 2024. Note3.The calculation formula of the analysis items is as follows:

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  • a. Financial Structure

  • (1) Debt Ratio = Total Liabilities/Total Assets.

  • (2) Ratio of long-term capital to property, Plant, and Equipment = (Total Equity + Non-Current Liabilities)/Net value of Property, Plant, and Equipment.

  • b. Solvency

  • (1) Current Ratio = Current Assets/Current Liabilities.

  • (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses)/Current Liabilities.

  • (3) Times Interest Earned = Earnings before Interest and Taxes/Interest Expenses.

  • c. Operating Ability

  • (1) Accounts receivable (including Accounts Receivable and Notes Receivable generated from operations) Turnover Ratio = Net Sales/Average Receivables (including Accounts Receivable and Notes Receivable generated from operations) for each Period.

  • (2) Average Collection Days = 365/Accounts Receivable Turnover Ratio.

  • (3) Inventory Turnover Ratio = Cost of goods sold/Average Inventories.

  • (4) Accounts payable (including Accounts Payable and Notes Payable generated from operations) Turnover Ratio = Cost of goods sold/Average Payables (including Accounts Payable and Notes Payable generated from operations) for each Period.

  • (5) Average Inventory Turnover Days = 365/Inventory Turnover Ratio.

  • (6) Property, Plant, and Equipment Turnover Ratio = Net sales/Average net Property, Plant, and Equipment.

  • (7) Total assets Turnover Ratio = Net sales/Average Total Assets.

  • d. Profitability

  • (1) Return on Assets = (Income after tax + Interest expenses x (1 - Tax rate))/Average Total Assets.

  • (2) Return on Equity = Income after tax/Average Total Equity.

  • (3) Net Profit margin = Income after tax/Net sales.

  • (4) Earnings Per Share = (Net profit after tax - dividend on special shares)/weighted average number of shares outstanding.

  • e. Cash Flow

  • (1) Cash Flow Ratio = Net Cash Flows generated from operating activities/Current Liabilities.

  • (2) Cash Flow Adequacy Ratio = Five-year sum of net cash flows generated from operating activities/Five-year (sum of capital expenditure, inventory additions and cash dividends).

  • (3) Cash Reinvestment Ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant, and equipment + Long term investment + Other non-current assets + Working capital).

  • f. Leverage:

  • (1) Operating Leverage = (Net Operating Revenue - Variable Operating Costs & Expenses)/Operating Income.

  • (2) Financial Leverage = Operating Income/(Operating Income - Interest Expenses).

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III.Audit Committee’s Review Re ort in the Most Recent Year p

Audit Committee's Review Report

The Board of Directors has submitted the Company's 2023 Business Report, Financial Statements, and proposal for Deficit Compensation. The financial statements were audited by Deloitte & Touche's CPAs Tsai, Mei-Chen and Lin, Hsin-Tung, and an audit report was issued.

The aforementioned business reports, financial statements, and proposal for Deficit Compensation have been examined by the Audit Committee and found to be consistent. Please review them in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Sincerely, 2024 Annual Shareholders' Meeting

Convener of Audit Committee Liu, Heng-Yih

March 15, 2024

  • IV.Individual Financial Statements Certified by CPAs of the Most Recent Year ,please refer to Page 109~197.

  • V.Consolidated Financial Statements Certified by CPAs of the Most Recent Year, please refer to Page 198~282.

  • VI.As of the publication date of the Annual Report, have the Company and its affiliated companies encountered any financial difficulties that affect the Company's financial status: None.

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Chapter 7.Review and Analysis and Risks of Financial Conditions and Performance

  • I. Financial Status (Consolidated) Unit: NT$ thousands
Performance
I. Financial Status (Consolidated)
Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2023
2022 Difference
Amount
%
Current Assets
1,200,450
1,629,896 (429,446) (26.35)
Property,Plant,and Equipment
771,422
778,752 (7,330) (0.94)
Intangible Assets
7,483
27,416 (19,933) (72.71)
Total Assets
2,049,588
2,520,112 (470,524) (18.67)
Current Liabilities
454,813
685,119 (230,306) (33.62)
Non-current Liabilities
265,363
333,219 (67,856) (20.36)
Total Liabilities
720,176
1,018,338 (298,162) (29.28)
Capital Stock
1,204,804
1,204,804 - -
Capital Surplus
201,451
201,451 - -
Retained Earnings
(6,573)
138,586 (145,159) (104.74)
Other Equity
(86,566)
(65,042) (21,524) (33.09)
Total Shareholders' Equity
1,329,412
1,501,774 (172,362) (11.48)
Analysis of Deviation over 20% and the change amount of NT$10,000,000 in the earlier and later periods:
(1)The decrease in current assets is mainly due to the decrease in trade receivables as a result of the decrease in sales due to
inventory adjustments by customers.
(2)The decrease in intangible assets was mainly due to the reversal of impairment loss on goodwill of HANG JIAN.
(3)The decrease in current liabilities was mainly due to the decrease in material purchases and trade payables as a result of
inventory adjustments by customers.
(4)The decrease in non-current liabilities was mainly due to the repayment of long-term loans.
(5)The decrease in retained earnings was due to the loss in 2023.
(6)The increase in other equitywas due to the effect of foreign exchange.

II.Financial Performance

(A) Financial Performance Analysis(Consolidated) Unit: NT$ thousands

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Year
Change, by Change, by
2023 2022
Item Amount Percentage %
Operating Revenue 1,401,492 1,981,157 (579,665) (29.26)
Gross Profit 221,341 380,211 (158,870) (41.78)
Net operating profit (loss) (194,771) 7,532 (202,303) (2,685.91)
Non-operating Income and Expenses 72,167 17,457 54,710 313.40
Net profit (loss) before tax (122,604) 24,989 (147,593) (590.63)
Income Tax Expense (3,140) 5,187 (8,327) (160.54)
Net profit (loss) for the year (125,744) 30,176 (155,920) (516.70)
Analysis of Deviation over 20% and the change amount of NT$10,000,000 in the earlier and later periods:
In 2023, we faced some challenges in our overall operations, with customer adjustments to inventory holdings resulting in
some financial results that could have been better.
----- End of picture text -----

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  • (B)Sales Volume Forecast and Related Information:

The Company's expected sales volume is based on a number of factors, including the industry environment, customers' product demand, market supply and demand, market share and forecast information of each industry, as well as the planning of its own production capacity and business development strategy.

  • (C)It is possible that the company's financial position and business operations may be affected in the future:

The Company is pleased to announce that it is continuing to expand and actively develop new markets. It is also seeking long-term sources of funding for capital expenditure and is working to improve its financial ratios in order to achieve a more robust financial structure.

III.Cash Flows

A Li uidit anal sis for the last two ears ( ) q y y y

Year
Item
December 31,
2023
December 31,
2022
Increase (Decrease)
Ratio(%)
Cash Flow Ratio(%) 38.92 2.67 36.25
Cash Flow AdequacyRatio (%) 7.15 4.60 2.55
Cash Reinvestment Ratio (%) 6.70 0.74 5.96
Analysis of Changes in the Ratio of Increase to Decrease:
The increase in each of these ratios was due to the increase in net cash flows from
operatingactivities duringtheyear.

(B)Remedial Actions for Liquidity Shortfall In the event that the Company encounters a liquidity shortage, the Company will draw on the financing lines signed with banks.

  • (C) Cash Flow Projection for the Next Year:

Unit: NT$ thousands


signed with banks.
(C) Cash Flow Projection for the Next Year:

signed with banks.
(C) Cash Flow Projection for the Next Year:

signed with banks.
(C) Cash Flow Projection for the Next Year:

signed with banks.
(C) Cash Flow Projection for the Next Year:

Unit: NT$thousands

Unit: NT$thousands
Beginning

Net Cash Flows
generated from
Cash flows of
investing and
Ending
Cash
Contingency plans for
insufficient cashposition
Cash
Balance(1)
Operating
activities(2)
financing
activities(3)
Balance
(1)+(2)+(3)
Investing
activities
Financing
activities
515,590 138,910 (245,146) 409,354 0 0

IV.Impact of major capital expenditures on finance and business in the most recent year:

The company has constructed a smart factory in Vietnam with the objective of enhancing its long-term competitiveness in response to the global deployment of production capacity. This initiative is expected to have a positive impact on the company's financial performance and long-term operational planning.

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  • V.Policies on investment in other companies, main reasons for their profit or loss and improvement plans in the most recent year, and investment plans for the following year:

  • (A) Policy on reinvestment in recent years:

The Company's business management policy for the year 2023 is based on the Investment Cycle, Procedures for Transactions with Group Enterprises, Specified Companies and Related Parties, Regulations Governing Subsidiaries and Procedures for Acquisition or Disposal of Assets of the internal control system. These serve as the rules for the operation and management of the reinvestment businesses. Furthermore, the company's internal audit department conducts periodic on-site inspections of the operating conditions and internal controls of each of the subsidiaries that have undergone reinvestment. This is done with the intention of facilitating the management of the aforementioned subsidiaries and enabling the company to effectively control the operations of the reinvested subsidiaries.

  • (B) Main reasons for profit or loss on reinvestment and improvement plan:

The company recognised a gain of NT$27,671 thousand from the reinvestment in 2023. This was due to the profit from the sale of Shanghai real estate by AEON TECHNOLOGY (SHANG HAI) CO., LTD. a reinvestment business.

  • (C) Investment plan for the coming year:

The Company's investment policy is to invest in industries related to the Company's own business, with the Company's overall development direction as the primary consideration. Each investment is implemented after a meticulous evaluation process. Future investments will be contingent upon the prevailing conditions within the industry and the requirements of the Company's business development strategy, with the objective of identifying an optimal investment environment.

VI.Risk Analysis and Evaluation

  • (A)The impact of fluctuations in interest rates, exchange rates, and inflation on the company's profit or loss, as well as the potential response measures to be taken in the future.

Unit: NT$ thousands; %

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

Year Ratio to Net
Item 2023 Operating Revenue
(%)
Net Operating Revenue 1,401,492 -
Interest Income 8,065 0.58
Interest Expense 13,147 0.94
Profit on foreign exchange 13,831 0.99
----- End of picture text -----

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  • (1)Impact of Interest Rate Changes and Future Measures The impact of interest rate risk on the Company's profit or loss is divided into two parts, namely, income and cost of funds. With respect to interest income, the Company endeavours to evaluate its investments based on low-risk and high liquidity, and to utilise its remaining capital according to the demand for capital and market conditions under the principle of conservative and prudent operation to minimise the impacts of interest rate fluctuations. There will be no significant changes in its financial management policies in the future. With regard to the cost of capital, the majority of the Company's bank borrowings are floating-rate debt. Consequently, fluctuations in market interest rates will result in changes to the effective interest rate on bank borrowings, which may potentially impact the Company's future cash flows. The Company will continue to monitor interest rates on bank borrowings and maintain good relationships with banks in order to obtain the most favourable interest rates. It will also adjust the utilisation of capital in a timely manner in light of changes in interest rates. However, it was assessed that the changes in interest rates did not have a significant impact on the changes in the Company's profit or loss.

  • (2)Impact of Exchange Rate Changes and Future Measures In recent years, the Company's foreign sales have accounted for more than 70% of the Company's operating revenues. As a result, the Company is exposed to exchange rate risks arising from purchases and sales denominated in currencies other than the functional currency of the Company. In order to protect the Company's reasonable profits and costs, the Company takes into account the exchange rate fluctuations when quoting prices to customers and negotiating the terms of purchase. The Company endeavours to apply the natural hedge principle of offsetting assets and liabilities against foreign currencies and pays close attention to the international economic situation in order to promptly grasp the pulse of the foreign exchange market. In order to reduce the impact and profit or loss on the Company caused by the fluctuation of exchange rates, the Company selects auxiliary instruments (e.g., derivatives) and other countermeasures for hedging. The impact of exchange rate fluctuations on the Company's profit and loss is minimised.

  • (3)Inflation and Future Measures

It is often the case that changes in the overall market environment with respect to inflation and deflation have a significant impact on the global

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economy. It is not uncommon for the adverse effects of changes in the general and individual economies to have a negative impact on the Company's operations and profits. However, the Company is committed to reducing costs, developing low-cost alternative sources of materials, adjusting inventory in a timely manner based on changes in the supply and demand of raw materials and prices, and appropriately adjusting pricing in response to the market environment, with a view to minimising the impact on profits and losses.

  • (B)Policies for engaging in high-risk, highly leveraged investments, lending of funds to others, endorsement and guarantee, and derivatives transactions, the major reasons for profits or losses, and Future Measures:

  • (1)The Company has adopted a conservative and prudent financial management policy and has established a number of procedures in accordance with relevant laws and regulations. These include “Procedures for Acquisition or Disposal of Assets,” “Procedures for Derivative Transactions,” “Procedures for Endorsement and Guarantee,” and “Procedures for Lending of Funds to Others.”

  • (2) The Company has focused on the development of its business and has not engaged in any high-risk, highly leveraged investment transactions in recent years. The Company has only provided endorsement and guarantee for 100% of its subsidiaries' bank loans to meet operational needs, but not for others.

  • (3)The Company has established “Procedures for Handling Derivative Financial Instrument Transactions” and mainly engages in hedging of foreign currency assets. The Company does not engage in speculative transactions, which are of a hedging nature and do not result in significant gains or losses.

  • (C)Future Research and Development Plans and Estimated Research and Development Expenditure:

The company monitors the evolution of related industries and identifies market needs. In order to strengthen interaction and cooperation with international brand name customers, the company is committed to enhancing key technologies and developing various new products in order to ensure its competitive advantage. It is estimated that research and development expenditure will account for approximately 8% of operating revenue in 2024. The products that the company plans to develop in the future and the direction of research and development are outlined below:

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  1. 4G LTE & 5G-NR Sub 6GHz CPE Antenna (600-4200 MHz)

  2. Wi-Fi 7 Mesh Application Antenna

  3. Active Beam-Steering Array Series

  4. Active Beam-Steering Phase Array

  5. mmWave Front End Module

  6. 60GHz Radar Module for Life Sensor Application

  7. X Band Radar for Motion sensor

  8. 6G Antenna Module for Mobile Device

  9. 9.RIS Antenna

  10. 10.Diverse Wireless Modules and Sensors

  11. 11.Industrial Router Platforms

  12. (D)The impact of significant domestic and foreign policy and legal changes on the Company's financial operations and the measures to address such impact: The Company endeavours to conduct its business in accordance with important domestic and foreign policies and laws, and keeps abreast of changes in important domestic and foreign policies and laws in order to promptly respond to changes in the market environment and take appropriate measures to meet the Company's operational needs.

  13. (E)The impact of technological changes (including information security risks) and industry changes on the Company's financial operations and the measures to address such impact:

  14. The Company maintains a keen awareness of technological changes in the industries in which it operates, introduces timely products in line with the market trend, and monitors market trends and assesses their impact on the Company's operations. The company adheres to the stipulations of customer contracts and confidentiality commitments, monitors information related to patents, intellectual property, employees, research and development, and finances, and strengthens the data leakage protection system to ensure that confidential information is not leaked. Only computers or mobile communication devices belonging to the company's assets are permitted to connect to the company's local network to reinforce the security of the company's internal network system. In recent years, there has been a rise in the frequency of reports of cyber attacks and ransomware security incidents. The company places a strong emphasis on information security risk control and protection. To this end, it has constructed a multi-level and deep defence information security control and protection network, and implemented strict control measures. As of the date of the Annual Report, there have been no technological changes (including the risk of information and communications

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security) and industry changes that would affect the company's financial business.

  • (F)The impact of corporate image change on corporate crisis management and the measures to deal with it:

  • Since the establishment of the Company, the Company has endeavoured to strengthen its internal management in order to enhance its management quality and efficiency. The Company's corporate image has always been favourable, and to date, there has been no occurrence of a crisis in the Company's operations due to a change in corporate image.

  • (G)Expected benefits and possible risks of and responses to the merger and acquisition: None.

  • (H)Expected benefits and possible risks and countermeasures of plant expansion: None.

  • (I) Risks associated with focused purchases or sales and countermeasures: Purchases:In order to reduce production costs and implement the production strategy of division of labour between the two sides of the Taiwan Strait, the Company has the option of conducting purchases through a 100%-owned investment company. Since the Company has full control over the purchases, there should not be any risk of concentration of purchases. Furthermore, the majority of the Company's other raw material suppliers are well-established companies with a strong reputation in the industry and have enjoyed a long-standing and mutually beneficial relationship with the Company. As a result, there should be minimal risk of concentration of imported goods. Sales:The Company is engaged in the research and development and sales of Wireless radio communication devices and Electronic signal connection devices. In fiscal year 2023, the Company's net sales to a single customer will not exceed 50% of the Company's net sales. In addition to continuing technical cooperation with major customers, the Company will develop its own branded products in the future and continue to expand its global customer base. Overall, there is no risk of sales concentration.

  • (J) Impacts, risks and countermeasures on the Company due to substantial transfer or replacement of shareholdings of directors or substantial shareholders holding more than 10% of the Company's share:None.

  • (K) Impact of the Change in Operating Rights on the Company, Risks and Countermeasures:

The directors of the company have been involved in the operation of the company for a considerable period of time, and the management has a strong sense of mission towards the company and regards the operation of the

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company as a lifelong ambition. Furthermore, the Company has established a comprehensive organisational structure that effectively delineates the rights and responsibilities of each department, implements operational strategies, monitors operational efficiency, and ensures operational results. Employees are aligned with the Company's development direction and contribute to its growth. In conclusion, there is minimal risk of a change in the Company's ownership due to a significant transfer or replacement of shareholdings.

  • (L) Litigation or Non-Litigation Matters:

The Company, its directors, general managers, persons in charge of substantive responsibility, major shareholders holding more than 10% of the shares, and its subsidiaries are engaged in significant litigation, non-litigation, or administrative disputes that have been determined by judgement or are still pending. The outcome of these disputes may have a significant impact on shareholders' rights and interests or the price of securities:

The Company's directors, Mr LIN,CHI-SHENG (who has resigned from the Board with effect from 10 June 2022), Mr CHANG,HUNG-YI and Mr PENG,CHAO-CHANG, have been indicted by the Hsinchu District Prosecutor's Office in Taiwan for allegedly violating the Securities and Exchange Act. The Company has filed a criminal and ancillary civil lawsuit with the Hsinchu District Court in Taiwan against the above named defendants for alleged violation of the Securities and Exchange Act and has requested the above named defendants to compensate the Company for losses of US$3,685,643.09 and NT$6,934,282, which has been referred to the civil court for adjudication. Compensation income of NT$600 thousand and NT$52,677,136 was recognised in fiscal years 2023 and 2022, respectively. (M) Other Risks and Future Measures:None.

VII. Other Important Issues: None.

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Chapter 8.Special Disclosure

  • I. Summary of Affiliated Companies

  • (A)Subsidiaries Chart

As of December 31, 2023

Wha Yu Industrial Co., Ltd. Wha Yu Vietnam HANG JIAN HUA HONG International Ltd. Wha Yu USA Inc. Limited Liability TECHNOLOGY Co., Ltd. (Shareholding100%) Company. (Shareholding100%) (Shareholding100%) (Shareholding50.12%) DONGGUAN AEON Tech Co., Ltd. (Shareholding100%) AEON TECHNOLOGY (SHANG HAI) Co., Ltd. (Shareholding100%)

-105-

(B)Information about the subsidiaries

Unit: NT$ (USD) thousands

==> picture [456 x 503] intentionally omitted <==

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

Date of
Company Place of Registration Capital Stock Business Activities
Incorporation
Wha Yu Industrial Nov. 18,1981 No. 326, Sec. 2, Gongdao NT$ 1,204,804 [Wireless communication ]
Co., Ltd. 5th Rd., East Dist., antenna/Electronic cable
Hsinchu City 300043 , products professional
Taiwan (R.O.C.) manufacturing
HUA HONG Aug. 21,2002 3rd Floor,Standard US$ 7,498 [Investment Holding ]
INTERNATIONAL Chartered Tower,19
Ltd. Cybercity,Ebene, Republic
of Mauritius.
DONGGUAN May 10,2005 No.7, Lakeside Industrial US$ 11,100 [Production and sales of ]
AEON Road, Da Ling Shan broadband access network
Tech Co., Ltd. Town, Dong Guan City, communication system
Guangdong, China equipment (wireless fixed
access network communication
equipment), new
instrumentation elements
(instrumentation
connectors)
AEON Dec. 4,2006 Room 501, Floor 5, US$ 5,970 [Wholesales of communication ]
TECHNOLOGY Building 27, No.69, parts,electronic parts, cables,
(SHANG HAI) Co., Guiqing Road, Caohejing optical fibers and Antennas;
Ltd. Xinxing Technology import and export of
Development Area, Xuhui self-developed products;
District, Shanghai provision of supporting
and consultating services;
development of Antennas
HANG JIAN Apr. 5,2017 Floor 3, No. 326, Sec. 2, NT$ 42,500 [The application-related ]
TECHNOLOGY Gongdao 5th Rd., East business for unmanned aerial
Co., Ltd. Dist., Hsinchu City vehicles was integrated.
300043 , Taiwan (R.O.C.)
Wha Yu USA Inc. Mar. 2,2023 1152 E WALNUT CREEK US$ 500 [Consultancy and customer ]
PKWY WEXT COVINA, service activities for the local
CA 91790 markets of the Internet
communication products.
Wha Yu Vietnam Sep. 11,2023 FFI-2 and FFI-3 Factory, US$ 3,500 [The company is engaged in the]
Limited Liability 2nd floor, 3rd floor, manufacture and sale of
High-rise Factory, Block 1, equipment for the
Company.
No.2, BH5 Street, VSIP Bac communication systems of the
Ninh Industrial, Service broadband access network.
and Urban Park, Phu
Chan Ward, Tu Son City,
Bac Ninh Province,
Vietnam.
----- End of picture text -----

(C)Shareholders in Common of WhaYu and Its Subsidiaries with Deemed Control and Subordination: None.

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(D) Operational Highlights of WhaYu Subsidiaries

December 31, 2023

Unit: NT$ thousands unless otherwise indicated

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

Profit or Earnings per
Capital Net Operating Operating
Company Assets Liabilities Loss share (NT$)
Stock Worth Revenue Income
(after tax) (after tax)
HUA HONG
INTERNATIONAL Ltd. US$ 7,498 482,491 0 482,491 0 (237) 41,296 -
DONGGUAN AEON
US$11,100 616,054 247,995 368,059 842,102 (9,808) 967 -
Tech Co., Ltd.
AEON TECHNOLOGY
(SHANG HAI) Co., Ltd. US$ 5,970 81,458 2,581 78,877 0 (9,165) 10,172 -
HANG JIAN
TECHNOLOGY Co., NT$42,500 34,882 2,213 32,669 17,407 (11,431) (11,385) -
Ltd.
Wha Yu USA Inc.
US$ 500 10,045 612 9,433 0 (6,438) (6,107) -
Wha Yu Vietnam
Limited Liability US$ 3,500 99,913 25 99,888 0 (1,814) (1,813) -
Company.
----- End of picture text -----

Remark: Exchange rate based on data at 31 December 2023.

Assets and liabilities: NT$: US$ = 30.7050:1/ NT$:RMB = 4.3270:1 /NT$:VND = 0.00125:1 Profit or loss: NT$: US$ = 31.1548:1 /NT$:RMB = 4.3954:1 /NT$:VND = 0.00130:1

(E)Rosters of Directors, Supervisors, and Presidents of WhaYu’s Subsidiaries

Unit: thousands shares

==> picture [506 x 306] intentionally omitted <==

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

Shareholding
Company Title Name or Representative Shares % (Investment
(Investment
Amount) Holding %)
HUA HONG Representative of Wha Yu Industrial Co., Ltd.
Director 7,498 100.00%
International Ltd. Tsou Mi-Fu
DONGGUAN AEON Director Representative of HUA HONG International
Tech Co., Ltd. Ltd. Tsou Mi-Fu
Director Representative of HUA HONG International
0 100.00%
Ltd. Chen, Shih-Chung
Director Representative of HUA HONG International
Ltd. Wu, Kuo-Hua
AEON TECHNOLOGY Representative of DONGGUAN AEON Tech
(SHANG HAI) Co., Ltd. Director Co., Ltd. Wu, Kuo-Hua 0 100.00%
HANG JIAN Director Representative of Wha Yu Industrial Co., Ltd.
TECHNOLOGY Co., Ltd. Tsou Mi-Fu
Director Representative of Wha Yu Industrial Co., Ltd.
2,130 50.12%
Tsao, Fu-Yi
Director Chang, Tung-Lin
Supervisor Chang, Kuan-Chung
Wha Yu USA Inc. Representative of Wha Yu Industrial Co., Ltd.
Director 500 100.00%
Tsou Mi-Fu
Wha Yu Vietnam Limited Representative of Wha Yu Industrial Co., Ltd.
Director 0 100.00%
Liability Company. Tsao, Fu-Yi
----- End of picture text -----

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  • II. Privately offered securities in the most recent year as of the publication date of the Annual Report: None.

  • III. The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Year as of the publication date of the Annual Report: None.

  • IV. Other Necessary Supplements: None

Chapter 9. Matters that Have a Material Impact on Shareholders' Equity or the Price of Securities

Any Events in 2023 and as of the Date of this Annual Report that Had Material Impacts on Shareholders’ Interests or Securities Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Act of Taiwan: None.

-108-

Stock Code:3419

==> picture [112 x 38] intentionally omitted <==

WHA YU INDUSTRIAL CO., LTD.

Parent Company Only Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report.

(English Translation of a Report and Financial Statements Originally Issued in Chinese)

Notice to Reader

For the convenience of readers, this report has been translated into English from the original Chinese version, prepared and used in the Republic of China. The English version has not been audited or reviewed by independent auditors. If there are any discrepancies between the English version and the original Chinese version, or any difference in the interpretation of the two versions, the Chinese-language report shall prevail.

  • 109 -

The Board of Directors and Shareholders WHA YU INDUSTRIAL CO., LTD.

Opinion

We have audited the accompanying financial statements of WHA YU INDUSTRIAL CO., LTD. (the “Company”) which comprise the balance sheets as of December 31, 2023 and 2022, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 110 -

Key audit matters for the Company’s financial statements for the year ended December 31, 2023 are stated as follows:

Revenue recognition

The company's primary sources of revenue are wireless radio communication devices, electronic signal connection devices, electronic products and trade. The net operating revenue for the 2023 fiscal year was NT$1,401,492 thousand. The auditor has identified the sales revenue growth against market trends for the current fiscal year as a key audit matter, given the risk of authenticity associated with the company's sales of products and transactions. For further information regarding the revenue recognition policy, please refer to Note 4(14) of the financial statements.

Our auditing procedures included the following:

  1. Understanding the Company's internal control system and operating procedures relating to the sales transaction cycle in order to assess the effectiveness of internal control operations.

  2. Selecting samples of sales proceeds for audit, reviewing documents such as purchase orders, bills of lading or customs declarations confirmed by the counterparties to confirm the authenticity of the sales proceeds, and also reviewing whether there are any anomalies in the sales counterparty's subsequent receipts and returns of goods.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

  • 111 -

management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  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 Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 112 -

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

  6. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

  • 113 -

benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Tsai, Mei-Chen and Lin, Hsin-Tung.

Deloitte & Touche

Taipei, Taiwan Republic of China March 26, 2024

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with 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 financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

  • 114 -

WHA YU INDUSTRIAL CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

==> picture [1079 x 555] intentionally omitted <==

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

(In Thousands of New Taiwan Dollars)
December 31,2023 December 31,2022 December 31,2023 December 31,2022
Code Assets Amount % Amount % Code Liabilities and Equity Amount % Amount %
Current assets Current Liabilities
1100 Cash ( Notes 4 and 6 ) $ 217,485 11 $ 192,312 8 2100 Short-term borrowings ( Notes 16 and 29 ) $ 99,521 5 $ 101,384 4
1150 Notes receivable ( Notes 4 、 8 and 20 ) 785 - 986 - 2150 Notes payable to unrelated parties - - 1,103 -
1170 Trade receivables from unrelated parties 2170 Trade payables to unrelated parties 73,466 4 35,644 2
( Notes 4 、 5 、 8 and 20 ) 337,167 17 678,077 28 2180 Trade payables to related parties ( Note 29 ) 88,923 5 304,123 13
1180 Trade receivables from related parties 2320 Long-term borrowings - current portion
( Notes 4 、 20 and 29 ) 5,565 - 10,938 1 ( Notes 16 、 28 and 30 ) 68,983 3 57,981 2
1200 Other receivables ( Notes 4 and 8 ) 1,327 - 6,660 - 2399 Accrued expenses and other current liabilities
1210 Other receivables from related parties ( Notes 4 ( Notes 17 、 20 and 29 )
and 29 ) 30 - - - 75,475 4 82,176 3
130X Inventories ( Notes 4 、 5 and 9 ) 114,445 6 137,390 6 21XX Total current liabilities 406,368 21 582,411 24
1460 Non-current assets held for sale ( Notes 4 and 10 ) - - 169,642 7
1470 Other current assets ( Note 15 ) 5,851 - 6,939 - Non-current liabilities
11XX Total current assets 682,655 34 1,202,944 50 2540 Long-term borrowings ( Notes 16 、 28 and 30 ) 250,058 13 316,374 13
2630 Deferred revenue - non-current ( Note 24 ) 5,409 - 7,311 -
Non-current assets 2640 Net defined benefit liabilities - non-current
1517 Financial assets at fair value through other ( Notes 4 and 18 ) 9,459 - 8,735 1
comprehensive income - Non-current ( Notes 4 、 7 2645 Guarantee deposits
and 28 ) 35,101 2 34,537 2 378 - 503 -
1550 Investments accounted for using the equity 25XX Total non-current liabilities
method ( Notes 4 and 11 ) 608,185 31 486,701 20 265,304 13 332,923 14
1600 Property, plant, and equipment
( Notes 4 、 12 and 30 ) 652,572 33 662,657 28 2XXX Total liabilities 671,672 34 915,334 38
1780 Intangible assets ( Notes 4 and 14 ) 4,737 - 8,195 -
1920 Refundable deposits 151 - 99 - Equity ( Notes 4 and 19 )
1990 Other no-current assets ( Note 15 ) 1,387 - - - 3110 Share capital 1,204,804 61 1,204,804 50
15XX Total non-current assets 1,302,133 66 1,192,189 50 3200 Capital surplus 201,451 10 201,451 9
Retained earnings
3310 Legal reserve 3,398 - - -
3320 Special reserve 104,610 6 104,610 4
3350 (Accumulated deficit)Unappropriated
earnings ( 114,581 ) ( 6 ) 33,976 2
3300 Total retained earnings ( 6,573 ) - 138,586 6
Other equity
3410 Exchange differences arising on
translation of foreign operations. ( 93,307 ) ( 5 ) ( 75,106 ) ( 3 )
3420 Unrealized gain on investments in equity
instruments at fair value through other
comprehensive Income. 6,741 - 6,177 -
3470 Equity related to non-current assets or
disposal groups classified as held for sale. - - 3,887 -
3400 Total other equity ( 86,566 ) ( 5 ) ( 65,042 ) ( 3 )
3XXX Total equity 1,313,116 66 1,479,799 62
1XXX Total assets $ 1,984,788 100 $ 2,395,133 100 Total liabilities and equity $ 1,984,788 100 $ 2,395,133 100
----- End of picture text -----

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

  • 115 -

WHA YU INDUSTRIAL CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

==> picture [472 x 37] intentionally omitted <==

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

2023 2022
Code Amount % Amount %
4100 OPERATING REVENUE ( Notes 4 、 20
----- End of picture text -----


and 29

5110
OPERATING COSTSNotes 921 and
29

5900
GROSS PROFIT
5920
REALIZED GAIN ON
TRANSACTIONS WITH
SUBSIDIARIESNote 4

5950
REALIZED GROSS PROFIT

OPERATING EXPENSESNotes 21
and 29
6100
Selling and marketing
6200
General and administrative
6300
Research and development
6450
Expected credit loss(gain)

6000
Total operating expenses

6510
Other Operating ExpensesNote 21
6900
Profit(Loss) From Operations
(
NON-OPERATING INCOME AND
EXPENSES
7100
Interest incomeNote 21
7010
Other incomeNotes 42124
29 and 31
7020
Other gains and lossesNote 21(
7050
Finance costs(Notes 421 and
29
(
7070
Share of profit of subsidiaries
and associatesNote 4

7000
Total non-operating income
$ 1,154,491
100

1,039,562

90

114,929
10
6

-

114,935

10

77,877
7
87,711
7
97,845
8
9,488

1
(
272,921

23

121

-
(
157,865)
(
13)

4,664
1
14,566
1

91 )
-
(

9,010 )
(
1 )
(
27,671

2

37,800

3
$ 1,712,143
100
1,448,103

85
264,040
15
1,222

-
265,262

15
82,726
5
73,344
4
89,263
5
576)

-
244,757

14
6)

-
20,499

1
561
-
73,342
4

61,115 )
(
3 )

7,035 )
-
1,989

-
7,742

1

Continued on the next page

  • 116 -

Continued from the previous page

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

2023 2022
Code Amount % Amount %
7900 PROFIT BEFORE INCOME TAX ( $ 120,065 ) ( 10 ) $ 28,241 2
7950 INCOME TAX BENEFIT(Notes 4 and
22) - - ( 5,187 ) -
8200 NET PROFIT/(LOSS) FOR THE YEAR ( 120,065 ) ( 10 ) 33,428 2
OTHER COMPREHENSIVE INCOME
(LOSS)( Notes 4 、 18 and 19)
8310 Items that will not be reclassified
subsequently to profit or loss:
8311 Remeasurement of defined
benefit plans ( 998 ) - 548 -
8316 Unrealized (loss) gain on
investments in equity
instruments at fair value
through other
comprehensive income 564 - 213 -
8360 Items that may be reclassified
subsequently to profit or loss:
8361 Exchange differences on
translation of the
financial statements of
foreign operations ( 18,201 ) ( 2 ) 19,835 1
8365 Equity related to
non-current assets or
disposal groups
classified as held for
sale ( 3,887 ) - 3,887 -
8380 Share of other
comprehensive income
of associates accounted
for using the equity
method - - 5,624 1
8300 Other comprehensive
income (loss) for the
year, net of income tax ( 22,522 ) ( 2 ) 30,107 2
8500 TOTAL COMPREHENSIVE INCOME
FOR THE YEAR ( $ 142,587 ) ( 12 ) $ 63,535 4
EARNINGS PER SHARE ( Note 23 )
9710 Basic ( $ 1.00 ) $ 0.28
9810 Diluted ( $ 1.00 ) $ 0.28
----- End of picture text -----

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Managerial officers: Principal Accounting Officer: Tsou Mi-Fu Peng, Chao-Chung Tsao, Fu-Yi

  • 117 -

WHA YU INDUSTRIAL CO., LTD.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

==> picture [1072 x 561] intentionally omitted <==

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

Other Equity
Retained Earnings Exchange
Differences on Unrealized Gain
Unappropriated
Share Capital earnings Translation of the on Financial Equity related to
Financial Assets at Fair non-current
Statements of Value Through assets or disposal
Shares Capital Legal Special (Accumulated Foreign Other groups classified
Code (in Thousands) Amount Surplus Reserve Reserve Deficit) Operations Comprehensive as held for sale Total Equity
A1 BALANCE AT JANUARY 1, 2022 120,481 $ 1,204,804 $ 222,863 $ 13,055 $ 104,610 ( $ 34,467 ) ( $ 100,565 ) $ 5,964 $ - $ 1,416,264
Appropriation of 2021 earnings
B13 Legal reserve used to offset - - - ( 13,055 ) - 13,055 - - - -
accumulated deficits
C11 Capital surplus used to offset - - ( 21,412 ) - - 21,412 - - - -
accumulated deficits
D1 Net profit for the year ended December - - - - - 33,428 - - - 33,428
31, 2022
D3 Other comprehensive income for the - - - - - 548 25,459 213 3,887 30,107
year ended December 31, 2022, net of
income tax
D5 Total comprehensive income for the - - - - - 33,976 25,459 213 3,887 63,535
year ended December 31, 2022
Z1 BALANCE AT DECEMBER 31, 2022 120,481 1,204,804 201,451 - 104,610 33,976 ( 75,106 ) 6,177 3,887 1,479,799
Appropriation of 2022 earnings
B1 Legal reserve - - - 3,398 - ( 3,398 ) - - - -
B5 Cash dividends distributed by the - - - - - ( 24,096 ) - - - ( 24,096 )
Company
D1 Net loss for the year ended - - - - - ( 120,065 ) - - - ( 120,065 )
December 31,2023
D3 Other comprehensive income (loss) for - - - - - ( 998 ) ( 18,201 ) 564 ( 3,887 ) ( 22,522 )
the year ended December 31, 2023,
net of income tax
D5 Total comprehensive income (loss) for - - - - - ( 121,063 ) ( 18,201 ) 564 ( 3,887 ) ( 142,587 )
the year ended December 31, 2023
Z1 BALANCE AT DECEMBER 31, 2023 120,481 $ 1,204,804 $ 201,451 $ 3,398 $ 104,610 ( $ 114,581 ) ( $ 93,307 ) $ 6,741 $ - $ 1,313,116
----- End of picture text -----

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

  • 118 -

WHA YU INDUSTRIAL CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

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Code 2023 2022
----- End of picture text -----

Code 2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES
A10000 Income (Loss)before income tax ( $ 120,065 ) $ 28,241
A20010 Adjustments for:
A20100 Depreciation expense 38,376 33,960
A20200 Amortization expense 5,168 4,082
A20300 Expected credit loss (Gain) 9,488 ( 576 )
A20900 Finance costs 9,010 7,035
A21200 Interest income ( 4,664 ) ( 561 )
A22400 Share of profit of subsidiaries
and associates
( 27,671 ) ( 1,989 )
A22500 (Gain) loss on disposal of property,
plant and equipment, net
( 121 ) 6
A22700 Gains on disposals of investments ( 3,887 ) -
A23700 Net loss on disposal of financial
assets 15,414 102,219
A23800 Write-downs of inventories 8,327 6,100
A24000 Unrealized (realized) gain on the
transactions with subsidiaries
( 6 ) ( 1,222 )
A24100 Net loss on foreign currency exchange 5,771 3,658
A30000 Changes in operating assets and liabilities
A31130 Notes receivable 201 605
A31150 Trade receivables (including related
parties)
324,556 ( 295,098 )
A31190 Other receivables(including
related parties)
5,263 ( 5,796 )
A31200 Inventories 14,618 ( 8,030 )
A31240 Other current assets 1,088 7,638
A32130 Notes payable ( 1,103 ) 1,103
A32150 Trade payables(including related
parties)
( 173,111 ) 97,206
A32230 Other payables and other current
liabilities
( 3,748 ) 28,365
A32240 Net defined benefit liabilities ( 274 ) ( 464 )
A32250 Deferred revenue ( 1,902) ( 1,864)
A33000 Cash generated from operations 100,728 4,618
A33300 Interest paid ( 8,796 ) ( 7,000 )
A33500 Income tax paid - 5,187
AAAA Net cash generated from operating
activities
91,932 2,805

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Code 2023 2022
CASH FLOWS FROM INVESTING ACTIVITIES
B01900 Proceeds from disposal of investments
accounted for associates $ 169,642 $ -
B00030 Capital reduction of financial assets at fair
value through other comprehensive
income and loss - 1,240
B02200 Acquisition of subsidiary ( 127,422 ) ( 40,470 )
B02300 Net cash inflow on disposal of subsidiary - 1,379
B02400 Refund of capital reduction of subsidiaries
using the equity method - 3,839
B02700 Acquisition of property, plant and
equipment ( 37,069 ) ( 45,948 )
B02800 Proceeds from disposal of property, plant
and equipment 7,030 -
B03800 Increase in refundable deposits ( 52 ) -
B04500 Acquisition of intangible assets ( 1,710 ) ( 7,426 )
B07500 Interest received 4,664 561
BBBB Net cash generated (used in) from
investing activities 15,083 ( 86,825 )
CASH FLOWS FROM FINANCING ACTIVITIES
C00100 Proceeds from short-term borrowings 552 20,710
C01600 Proceeds from long-term borrowings - 17,442
C01700 Repayments of long-term borrowings ( 57,981 ) ( 11,111 )
C03000 Increase (Decrease) in guarantee deposits ( 125 ) 503
C04500 Dividends paid to owners of the Company ( 24,096 ) -
CCCC Net cash (used in) generated from
financing activities ( 81,650 ) 27,544
DDDD Effect of exchange rate changes on the balance
of cash held in foreign currencies ( 192 ) 463
EEEE NET INCREASE IN CASH AND CASH
EQUIVALENTS 25,173 ( 56,013 )
E00100 CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR 192,312 248,325
E00200 CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR $ 217,485 $ 192,312
----- End of picture text -----

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Managerial officers: Principal Accounting Officer: Tsou Mi-Fu Peng, Chao-Chung Tsao, Fu-Yi

  • 120 -

Wha Yu Industrial Co.,Ltd.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

1 GENERAL

Wha Yu Industrial Co.,Ltd. (the” Company”) was incorporated in Hsinchu city, Taiwan in November 1970 and commenced operations that month. The Company is engaged in the production of industrial plastic products, electrical wires and cables, wholesale and retail of electronic materials and international trading.

In May 2006, the Company's shares were listed and traded on the Taipei Exchange (OTC). In January 2008, they were transferred to the Taiwan Stock Exchange (TWSE).

The functional currency of the Company is the New Taiwan dollar.

  • 2 THE AUTHORIZATION OF FINANCIAL STATEMENTS

    • On March 15, 2024, the Board of Directors approved the financial statements of the parent company.
  • 3 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

    • (A)Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

      • The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies.
  • (B)The IFRS Accounting Standards endorsed by the FSC for application starting from 2024.

  • 121 -

Effective Date Announced by New,Amended and Revised Standards and Interpretations IASB(Remark 1) Amendments to IFRS 16 Leases Liability in a Sale and Leaseback January 1,2024(Remark 2) Amendments to IAS 1 Classification of Liabilities as Current or Non-current January 1,2024 Amendments to IAS 1 Non-current Liabilities with Covenants January 1,2024 Amendments to IAS 7 and FIRS 7 Supplier Finance Arrangements January 1,2024(Remark 3)

Remark 1:Unless stated otherwise,the above IFRS Accounting Standards will be effective for annual reporting periods beginning on or after their respective effective dates.

Remark 2:A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS16.

  • Remark 3:The amendments provide some transition relief regarding disclosure requirements.

As of the date the financial statements were authorized for issue,the Company has assessed that the application of other standards and interpretations will not have a material impact on the Company’s financial position and financial performance.

(C)The IFRS Accounting Standards issued by IASB,but not yet endorsed and issued into effect by the FSC.

New,Amended and Revised Standards and Interpretations Effective Date Issued by IASB (Remark 1) Amendments to IFRS 10 and IAS 28 Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture IFRS 17 Insurance Contracts January 1,2023 Amendments to IFRS 17 January 1,2023 Amendments to IFRS 17 Initial Application of IFRS 9 IFRS January 1,2023 17 Comparative Information Amendments to IAS 21 Lack of Exchangeability January 1,2025(Remark 2)

Remark 1:Unless stated otherwise,the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.

Remark 2:An entity shall apply theose amendments for annual reporting periods beginning on or after January 1,2025.Upon initial application of the amendments,the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional

  • 122 -

currency,it shall,at the date of initial application,recognize any effect as an adjustment to the cumulative amount of translation differences in equity.

As of the date the financial statements were authorized for issue,the Company is continuously assessing the possible impact of the application of other standards and interpretations on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4 SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

  • (A) Statement of Compliance

The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (B) Basis of Preparation

The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values and net defined benefit liabilities that are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements,which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety,are described as follows:

  • 1)Level 1 inputs are quoted prices (unadjusted)in active markets for identical assets or liabilities;

  • 2)Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability,either directly(i.e.,as prices)or indirectly

  • (i.e.,derived from prices);and

3)Level 3 inputs are unobservable inputs for an asset or liability. When preparing the parent company only financial statements, the Company used the equity method to account for its investments in subsidiaries and

  • 123 -

associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Company in its financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income of subsidiaries and the related equity items, as appropriate, in these parent company only financial statements.

  • (C) Classification of Current and Non-Current Assets and Liabilities Current Assets include:

  • 1) Assets held primarily for the purpose of trading

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash

Current Liabilities include

  • 1) Liabilities held primarily for the purpose of trading

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Company does not have an unconditional right

  • to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are referred to as non-current assets and liabilities.

  • (D) Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer's previously held equity

  • 124 -

interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed.

  • (E) Foreign Currencies

In preparing the parent company only financial statements, transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on the translation of monetary items are recognised in profit and loss in the period when the difference arises.

Non-monetary items denominated in foreign currencies and measured at fair value are retranslated at the rate prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are recognised in the income statement, except for exchange differences arising on the retranslation of non-monetary items for which gains and losses are recognised directly in other comprehensive income, in which case the exchange differences are also recognised directly in other comprehensive income.

Non-monetary items denominated in foreign currencies and carried at historical cost are translated at the exchange rates prevailing at the dates of the transactions and are not retranslated.

For the purpose of presenting in dividual financial statements, the assets and liabilities of foreign operations (including subsidiaries and affiliates that operate in countries or with currencies different from those of the Company) are translated into New Taiwan Dollars at the exchange rates prevailing at each balance sheet date.

Income and expense items are translated at the average exchange rates for the period, and the resulting exchange differences are included in other comprehensive income.

  • 125 -

If the Company disposes of its entire interest in a foreign operation, all cumulative translation differences relating to that foreign operation are reclassified to the income statement.

  • (F) Inventories

Inventories consist of raw materials, work-in-progress, finished goods and merchandise. Inventories are stated at the lower of cost and net realisable value. Comparisons between cost and net realisable value are made on an item-by-item basis, except when comparing similar types of inventories. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs to make the sale. The cost of inventories is determined using the weighted average method.

  • (G) Investment in subsidiaries

Investments accounted for using the equity method include investments in subsidiaries.

A subsidiary is an entity that is controlled by the Company.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries.

When the Company's share of losses in a subsidiary equals or exceeds its equity in the subsidiary (including the carrying amount of the subsidiary under the equity method and other long-term interests that are, in substance, components of the Company's net investment in the subsidiary), the Company continues to recognize losses based on its proportionate share of ownership.

The excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets and liabilities of the subsidiaries constituting the business as of the date of acquisition is recorded as goodwill, which is included in the carrying amount of the investment and is not amortized; the

  • 126 -

excess of the Company's share of the net fair value of the identifiable assets and liabilities of the subsidiaries constituting the business as of the date of acquisition over the cost of acquisition is recorded as current income.

The Company assesses impairment losses by comparing the recoverable amount of a cash-generating unit with the carrying amount of the cash-generating unit as a whole for financial reporting purposes. If the recoverable amount of an asset increases in a subsequent period, a reversal of the impairment loss is recognized as a gain. However, the carrying amount of an asset after the reversal of an impairment loss should not exceed the carrying amount that would have been determined, net of amortization, had no impairment loss been recognized for the asset.

Upon loss of control over a subsidiary, the Company measures its remaining investment in the former subsidiary at its fair value at the date of loss of control. The difference between the fair value of the remaining investment and any disposal price and the carrying amount of the investment at the date of loss of control is recognized in profit or loss for the current period. In addition, all amounts recognized in other comprehensive income related to this subsidiary are accounted for on the same basis as if the Company had directly disposed of the related assets or liabilities.

Unrealized gains or losses on upstream transactions with subsidiaries are eliminated in the consolidated financial statements. Gains or losses resulting from counter-current and

side-current transactions with subsidiaries are recognized in the individual financial statements only to the extent that they are not related to the Company's interest in the subsidiaries.

  • (H) Investment in associates

Affiliated companies are companies over which the Company has significant influence but which are not subsidiaries.

The equity method is used to account for the Company's investments in affiliated entities.

  • 127 -

Under the equity method, an investment in an affiliated company is initially recognized at cost, and its carrying amount increases or decreases with the Company's equity in the earnings of the affiliated company, other comprehensive income or loss, and profit distribution. In addition, changes in equity in an affiliated company are recognized in proportion to the Company's ownership percentage.

The excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets and liabilities of the related party at the date of acquisition is recognized as goodwill, which is included in the carrying amount of the investment and is not amortized; the excess of the Company's share of the net fair value of the identifiable assets and liabilities of the related party over the cost of acquisition at the date of acquisition is recognized in profit or loss for the current period.

If the Company does not subscribe for new shares of an affiliated company in proportion to its ownership percentage, resulting in a change in ownership percentage and, as a result, an increase or decrease in the net value of the investment, the increase or decrease is adjusted to capital surplus - changes in net value of equity in the affiliated company recognized under the equity method and investments accounted for under the equity method. However, if the ownership interest in an affiliated company is reduced because the company does not subscribe for or acquire shares in proportion to its percentage of ownership, the amount recognized in other comprehensive income or loss relating to the affiliated company is reclassified in proportion to the reduction, and the accounting treatment is based on the same basis as that for direct disposal of related assets or liabilities by an affiliated company; the previous adjustment should be debited to capital surplus, and the balance of the capital surplus from equity-method investments is not sufficient to cover the difference. If the above adjustments are debited to capital surplus and the balance of capital surplus from investments accounted for using the equity method is not sufficient, the difference is debited to retained earnings.

  • 128 -

Recognition of further losses ceases when the Company's share of losses in the related party equals or exceeds its interest in the related party, which includes the carrying amount of the investment in the related party under the equity method and other long-term interests that are, in substance, components of the Company's net investment in the related party. The Company recognizes additional losses and liabilities only to the extent that legal or constructive obligations have been incurred or payments have been made on behalf of the related party.

In evaluating an impairment loss, the Company tests an investment's overall carrying amount (including goodwill) for impairment as if it were a single asset by comparing the

recoverable amount to the carrying amount, and the impairment loss recognized is not allocated to any of the assets, including goodwill, that form an integral part of the investment's carrying amount. Any reversal of the impairment loss is recognized to the

extent of the subsequent increase in the recoverable amount of the investment.

The Company ceased to use the equity method from the date its investment ceased to be an affiliated company. The Company's retained interest in the former affiliated company is measured at fair value, and the difference between the fair value and the

disposal price and the carrying amount of the investment at the date the equity method was discontinued is recognized in profit or loss for the period. In addition, all amounts recognized in other comprehensive income related to an affiliated company are accounted for on the same basis as if the affiliated company had directly disposed of the related assets or liabilities. If an investment in an affiliated entity becomes a joint venture or an investment in a joint venture becomes an investment in an affiliated entity, the Company continues to adopt the equity method of accounting without remeasuring the retained interest.

  • 129 -

Gains or losses resulting from reverse, downstream and side-stream transactions between the Company and its affiliates are recognized in the individual financial statements only to the extent that they are not related to the Company's interest in the affiliate.

  • (I) Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment.

Except for owned land, which is not depreciated, property, plant and equipment are depreciated separately on a straight-line basis over their useful lives for each significant portion. The Company reviews the estimated useful lives, salvage values and

depreciation methods at least at each year-end and defers the effect of changes in applicable accounting estimates.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

  • (J) Intangible Assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss.Amortization is recognized on a straight-line basis. The estimated useful lives,residual values,and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

  • 2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss.

  • (K) Impairment of property, plant and equipment, right-of-use asset and intangible assets (excluding goodwill)

  • 130 -

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right of use assets and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the amount of the impairment loss. If it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and the resulting impairment loss is recognised in profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only up to the carrying amount that would have been determined(net of amortization or depreciation) if no impairment loss had been recognised for the asset or cash-generating unit in prior years. The reversal of an impairment loss is recognised in profit or loss.

  • (L) Non-Current Assets

The carrying amount of a non-current asset is classified as held for sale when it is expected that the asset will be recovered principally through a sale transaction rather than through continuing use. Non-current assets that qualify for this classification must be available for immediate sale in their present condition and their sale must be highly probable. A sale is classified as highly probable when management at the appropriate level has committed to a plan to sell the asset and the sale transaction is expected to be completed within one year from the date of classification.

When an entity disposes of all or part of an investment in a an associate, only the portion of the investment that meets the criteria to be that meets the

  • 131 -

criteria to be classified as held for sale is reclassified to held for sale and the equity method is discontinued for that portion. for that part. Any investment that is not classified as held for sale continues to be accounted for using the equity method. When the significant influence over the investment after the disposal, any equity disposed of, any equity interest not classified as available for sale is accounted for is accounted for in accordance with the accounting policy for financial instruments at the date of disposal of the classified as available to sell.

  • (M) Financial Instruments

Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual provisions of the instruments.

When financial assets and financial liabilities are recognised initially, if a financial asset or a financial liability is not measured at fair value through profit or loss, it is measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs that are directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

1) Financial assets

It would appear that the customary practice is to recognise and derecognise transactions in financial assets on a trade date basis.

  • (1) Measurement categories

Financial assets are classified into the following categories:Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

A.Financial assets at amortised cost

Financial assets that meet the following conditions will be subsequently measured at amortised cost

  • 132 -

  • a.The financial assets are held within a business model whose objective is to hold financial assets to collect contractual cash flows; and

  • b.The contractual terms of the financial assets give rise on specific date to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  • Financial assets carried at amortised cost, including cash, notes receivable and trade receivables (including related parties) and other receivables (including related parties), are measured at amortised cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognised in profit or loss.

Interest income is calculated by multiplying the effective interest rate by the gross carrying amount of financial assets, with the following two exceptions

  • a.Credit-impaired financial assets purchased or originated for which interest income is calculated by multiplying the credit-adjusted effective interest rate by the amortised cost of the financial asset; and

  • b.Financial assets that are not credit impaired at purchase or origination but subsequently become credit impaired, for which interest income is calculated by multiplying the effective interest rate by the amortised cost of the financial assets in the subsequent period.

  • B. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted fi the equity investment is held for trading or if it is

  • 133 -

contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recogized in other comprehensive income and accumulated in other equity. When the investment is disposed of, the accumulated gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the Company’s rights clearly represent a recovery of part of the cost of the investment.

  • (2) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortised cost (including trade receivables).

The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit losses. For financial assets at amortized cost, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.

  • 134 -

The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

(3) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2. Equity Instruments

The equity instruments issued by the Company are classified as equity based on the substance of the contractual agreements and the definition of equity instruments.

Equity instruments issued by the Company are recognized at the acquisition price less direct issue costs.

The carrying amount of equity instruments repurchased from the Company is based on the weighted average of the number of shares of the Company's stock. Transactions involving the purchase, sale, issuance or cancellation of the Company's equity instruments are not recognised in profit or loss.

3. Financial liabilities

  • (1) Subsequent measurement

  • 135 -

All financial liabilities are measured at amortised cost using the effective interest method.

  • (2) Deductions from financial liabilities

The difference between the carrying amount of a financial liability is derecognised, and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised as profit or loss.

  • (N) Revenue Recognition

Upon the recognition of performance obligations under customer contracts, the Company allocates the transaction price to each performance obligation and recognises revenue when each performance obligation is satisfied.

For contracts with an interval of one year or less between the date of transfer of goods or services and the date of receipt of consideration, the significant financial components are not subject to price adjustment.

Revenue from the sale of goods

Proceeds from the sale of wireless communication equipment, electronic and optical communication components, electronic signal connectors and electronic products. Revenue from the sale of goods is recognised when the customer has the right to determine the price and use of the goods, has the primary responsibility for reselling the goods and bears the risk of obsolescence of the goods.

The Company does not recognise revenue on materials supplied to subcontractors. This is because there is no transfer of control.

When the other party is involved in the supply of goods to customers, we act as principal if our company has control over the goods before they are transferred to the customer; otherwise we act as agent. The principal recognises revenue for the full amount of economic benefits associated with the transaction, while the agent recognises revenue only for the net amount of economic benefits received.

  • 136 -

(O) Leases

At the inception of a contract, the Company assesses whether the contract is (or contains) a lease at the inception date.

  • 1) The Company as lessor

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Company subleases a right of use, the sublease is classified by reference to the right of use arising from the head lease, not by reference to the underlying asset. However, if the head lease is a short-term lease for which the Company, as lessee, has taken advantage of the recognition exemption, the sublease is classified as an operating lease.

Lease payments from operating leases are recognized as income on a straight-line basis over the term of the relevant leases.

  • 2) The Company as lessee

The Company recognises right-of-use assets and lease liabilities for all leases at the commencement date of a lease, with the exception of short-term leases and low-value asset leases, which are accounted for by applying a recognition exemption. In such instances, lease payments are recognised as an expense over the lease term on a straight-line basis.

Right-of-use assets are initially measured at cost, which includes the original measurement of the lease liability, lease payments made prior to the commencement date of the lease, less lease incentives received, original direct costs, and the estimated cost to reinstate the underlying asset. Subsequent measurement occurs at cost less accumulated depreciation and accumulated impairment losses, adjusted for the remeasurement of the lease liability. The right-of-use assets are presented separately on the individual balance sheets.

  • 137 -

Right-of-use assets are depreciated using the straight-line method from the commencement dates until the earlier of the end of the useful life of the right-of-use assets or the end of the lease terms.

Lease liabilities are generally initially measured at the present value of the lease payments, which depend on an index or a rate. In most cases, the lease payments are discounted using the interest rate implicit in a lease. However, in instances where that rate cannot be readily determined, the lessee's incremental borrowing rate may also be considered.

Subsequently, lease liabilities are measured at amortised cost using the effective interest method, with interest expense recognised over the lease terms. In the event of a change in a lease term resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. Nevertheless, in the event that the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognised in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.

  • (P) Borrowing costs

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • (Q) Government Grants

Government grants are recognised only when there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

Government grants related to revenue are recognised in on a systematic basis over the periods in which they are intended to income over the periods in which the costs they are intended to compensate are by the company. Government grants that are conditional on the the purchase, construction or otherwise assets are recognised as deferred income and and released to

  • 138 -

income on a systematic basis over the useful life of the related assets. over the useful lives of the related assets.

Government grants are recognised in the income statement in the period in which they are received if they are intended to compensate for expenses or losses already incurred or are intended to are intended to provide immediate financial assistance to the the company and there are no future related costs. The difference between the amount of the loan received and the fair value of the loan based on the prevailing market rate of interest is recognised as a government grant for below-market rate government loans.

  • (R) Employee Benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.

  • 2) Retirement benefits

For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense when the employees have rendered service entitling them to the contribution.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.Any surplus resulting from this

  • 139 -

calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as defined benefit plans, except that the related remeasurements are recognised in the income statement. or loss.

  • 4) Separation Benefits

The Company recognises a liability for postemployment liability for post-employment benefits at the earlier of the date when it is no longer able to the offer of postemployment benefits or when it recognises the related restructuring costs. the related restructuring costs.

  • (S) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

The Income Tax Act of the Republic of China provides for an additional tax on retained earnings in the year in which the shareholders have approved the retention of earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the parent company only financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for

  • 140 -

all deductible temporary differences, net operating loss carryforwards and tax credits for research and development expenses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered. A previously unrecognised deferred tax asset is also reviewed at each reporting period and recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred tax for the year

  • 141 -

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5 MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF

ESTIMATION AND UNCERTAINTY

The application of the Company's accounting policies requires management to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results could differ from these estimates.

In developing critical accounting estimates, the Company considers the potential effects of inflation and market interest rate fluctuations on its critical accounting estimates relating to cash flow projections, growth cash flow projections, growth rates, discount rates, profitability, etc. The estimates and underlying assumptions are reviewed on a regular basis. The estimates and underlying assumptions are reviewed on an ongoing basis. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and subsequent years if the revision affects both the current and subsequent years.

Key Sources of Estimation Uncertainty

(A)Estimated impairment of financial assets

The provision for impairment of trade receivables is based on the Company's assumptions about the probability of default and the loss rate. The Company considers historical experience, current market conditions and forward looking information in making assumptions and selecting inputs for impairment assessments. If actual future cash flows are less than the Company's expectations, a significant impairment loss may be incurred.

  • 142 -

(B)Impairment of inventories

The net realisable value of inventories is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The estimates are based on current market conditions and historical sales experience for similar products, and changes in market conditions could materially affect the results of these estimates.

6 CASH

ASH
Cash on hand
Checking accounts and
demand deposits
December31,2023
$ 88
217,397
$217,485
December31,2022
$ 73
192,239
$192,312

The market rate intervals of cash in bank at the end of the reporting period were as follows:

December31,2023 December31,2022 Bank balance 0.001%~1.450% 0.001%~1.050%

7 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

December31,2023 December31,2022 Non-current Domestic Investments Unlisted stocks Common Stock of Ubiik Inc. $ 35,101 $ 34,537

The Company invests in the ordinary shares of Ubiik Inc. for medium to long-term strategic purposes and expects to earn a return on its long-term investments. The Company's management believes that including short-term fluctuations in the fair value of these investments in profit or loss would be inconsistent with the long-term investment planning described above and has elected to designate these investments as at fair value through other comprehensive income.

  • 143 -

8 TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount
Notes receivable-operating
Trade receivables
At amortized cost
Gross carrying amount
LessLoss allowance
Other receivables
Others
December31,2023
$ 785
$ 785
$346,798
(
9,631)
$337,167
$ 1,327
December31,2022 December31,2022
( ( $ 986
$ 986
$678,220

143)
$678,077
$ 6,660

The average credit period for sales of goods is 90 days, and some customers have credit periods of 30 to 180 days from the end of the month. No interest is charged on trade receivables.

The Company's policy is to obtain adequate collateral, where appropriate, to mitigate the risk of financial loss from default. The Company uses other publicly available financial information and its own historical transaction records to evaluate its major customers.

The Company measures the allowance for trade receivables at an amount equal to the lifetime ECL. Expected credit losses on trade receivables are estimated using a provision matrix approach, taking into account the customer's past default history, the customer's current financial condition and the economic condition of the industry in which the customer operates. The allowance for credit losses is established based on the expected loss rate for each group, which is categorised into risk groups based on industry characteristics.

The Company writes off a trade receivable when there is evidence that the debtor is in serious financial difficulty and there is no realistic prospect of recovery, for example when the debtor has gone into liquidation. For trade receivables that have been written off, the Group continues to pursue collection

  • 144 -

of the amounts due. Where recoveries are made, they are recognised in the income statement.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix:

December31,2023

December31,2023 December31,2023
Not Past
Due
Gross carrying
amount
$ 308,856
Loss allowance
(Lifetime ECLs)
(
470)
Amortized cost
$ 308,386
December31,2022
Not Past
Due
Gross carrying
amount
$ 629,417
Loss allowance
(Lifetime ECLs)
(
6)
Amortized cost
$ 629,411
1 to 60 Days
Past Due
$ 25,329
(
985)
$ 24,344
1 to 60 Days
Past Due
$ 37,900
(
5)
$ 37,895
61 to 120
Days Past
Due
$ 2,657

848)
$ 1,809
61 to 120
Days Past
Due
$ 7,596

60)
$ 7,536
121 to 180
Days Past
Due
$ 2,629

1)
$ 2,628
121 to 180
Days Past
Due
$ 3,307

72)
$ 3,235
Over 180
Days Past
Due
$ 7,327

7,327)
$ -
Over 180
Days Past
Due
$ -
-
$ -
Total

(

(

(

(
$ 346,798

9,631)
$ 337,167
Total
Gross carrying
amount
Loss allowance
(Lifetime ECLs)
Amortized cost

(

(

(

(



(
$ 678,220

143)
$ 678,077

The movements of the loss allowance of trade receivables were as follows

Years Ended December 31

Balance , beginning of year
AddProvision
LessReversal
Balance , end of year
2023
$ 143
9,488
-
$ 9,631
2022
( $ 719
-

576)
$ 143

9 INVENTORIES

NVENTORIES
Merchandise
Finished goods
Work in process
Raw materials and Supplies
December31,2023
$ 16,711
64,927
15,386
17,421
$114,445
December31,2022
$ 45,920
53,963
5,920
31,587
$137,390

The components of operating costs relating to inventories are as follows:

Operating Costs
Write-downs of inventories
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 1,039,562
$ 8,327
2022
$ 1,448,103
$ 6,100
  • 145 -

10 NON-CURRENT ASSETS HELD FOR SALE

December31,2022 Investments in associates held for sale $169,642 Investments directly associated with non-current assets held for sale $ 3,887

The Company's Board of Directors approved the sale of its entire 21.87% interest in PBT on 14 December 2022 and the sale was completed on 19 May 2023.

11 INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

HUA HONG INTERNATIONAL
LTD.( HUA HONG)
HANG JIAN TECHNOLOGY CO.,
LTD.HANG JIAN
Wha Yu USA Inc.
Wha Yu Vietnam Limited
Liability Company
Subsidiaries
HUA HONG
HANG JIAN
Wha Yu USA Inc.
Wha Yu Vietnam Limited
Liability Company
December31,2023
December31,2022
$ 482,491
$ 449,209
16,373
37,492
9,433
-
99,888

-
$608,185
$486,701
Percentage of Ownership
December31,2022


December31,2023
100.00%
50.12%
100.00%
100.00%
December31,2022
100.00%
50.12%
-
-

For the Company's acquisition of HANG JIAN and the disposal of CLICK, please refer to notes 28 and 29 to the consolidated financial statements of the Company for the year ended 2023.

Please refer to Note 33 for details of the Company's indirectly held subsidiaries.

  • 146 -

12 PROPERTY, PLANT AND EQUIPMENT

Assets used by the Company

==> picture [425 x 237] intentionally omitted <==

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

Machinery
Land Buildings Equipmentand EquipmentR&D EquipmentsOffice Transportation Equipment ImprovementsLeasehold EquipmentOther Construction in Progress Total
Cost
Balance at January 1, 2023 $ 185,606 $ 509,041 $ 78,188 $ 113,568 $ 27,642 $ 1,942 $ 267 $ 22,486 $ 938 $ 939,678
Additions - 4,394 4,749 22,565 3,139 - - 353 - 35,200
Disposals - ( 102 ) ( 10,051 ) ( 418 ) ( 318 ) - - - - ( 10,889 )
Balance at December 31, 2023 $ 185,606 $ 513,333 $ 72,886 $ 135,715 $ 30,463 $ 1,942 $ 267 $ 22,839 $ 938 $ 963,989
Accumulated depreciation
and impairment
Balance at January 1, 2023 $ - $ 112,010 $ 36,646 $ 96,663 $ 22,221 $ 1,942 $ 205 $ 7,334 $ - $ 277,021
Additions - 17,965 9,233 5,738 2,607 - 53 2,780 - 38,376
Disposals - ( 102 ) ( 3,142 ) ( 418 ) ( 318 ) - - - - ( 3,980 )
Balance at December 31, 2023 $ - $ 129,873 $ 42,737 $ 101,983 $ 24,510 $ 1,942 $ 258 $ 10,114 $ - $ 311,417
Carrying amounts at December 31, 2023 $ 185,606 $ 383,460 $ 30,149 $ 33,732 $ 5,953 $ - $ 9 $ 12,725 $ 938 $ 652,572
Cost
Balance at January 1, 2022 $ 185,606 $ 499,404 $ 73,253 $ 95,524 $ 26,568 $ 1,942 $ 267 $ 9,419 $ - $ 891,983
Additions - 9,637 5,626 18,044 2,857 - - 1,936 12,097 50,197
Disposals - - ( 1,610 ) - ( 1,783 ) - - ( 2 ) - ( 3,395 )
Reclassify - - 919 - - - - 11,133 ( 11,159 ) 893
Balance at December 31, 2022 $ 185,606 $ 509,041 $ 78,188 $ 113,568 $ 27,642 $ 1,942 $ 267 $ 22,486 $ 938 $ 939,678
Accumulated depreciation
and impairment
Balance at January 1, 2022 $ - $ 95,551 $ 28,440 $ 92,837 $ 22,275 $ 1,804 $ 151 $ 5,392 $ - $ 246,450
Additions - 16,459 9,816 3,826 1,723 138 54 1,944 - 33,960
Disposals - - ( 1,610 ) - ( 1,777 ) - - ( 2 ) - ( 3,389 )
Balance at December 31, 2022 $ - $ 112,010 $ 36,646 $ 96,663 $ 22,221 $ 1,942 $ 205 $ 7,334 $ - $ 277,021
Carrying amounts at December 31, 2022 $ 185,606 $ 397,031 $ 41,542 $ 16,905 $ 5,421 $ - $ 62 $ 15,152 $ 938 $ 662,657
----- End of picture text -----

In 2023 and 2022 no impairment loss was recognised or reversed.

The above items of property,plant and equipment used by the Company are depreciated on a straight-line basis over the estimated useful lives ,as follows:

Buildings 50 years
Electrical System 10 years
Machinery and equipment 3-10 years
R&D equipment 2-10 years
Office equipments 2-5 years
Transportation equipment 5 years
Leasehold improvements 3 years
Other equipment 2-6 years

Plesae refer to Note 30 for the amount of fixed assets pledged to secure loans.

  • 147 -

13 LEASE ARRANGEMENTS

Other lease information

Other lease information
Expenses relating to short-term leases
Expenses relating to low-value assets
Excluding variable lease payments
from measuring lease liabilities
Total cash outflow for leases
Years Ended December 31



(
2023
$ 225
$ 183
$ 29
$ 437 )



(
2022
$ 382
$ 214
$ 12
$ 608 )

14 INTANGIBLE ASSETS

TANGIBLE ASSETS
Cost
Balance at January 1, 2023
Additions
Balance at December 31, 2023
Accumulated amortization and
impairment
Balance at January 1, 2023
Additions
Balance at December 31, 2023
Carrying amounts at December 31, 2023
Cost
Balance at January 1, 2022
Additions
Balance at December 31, 2022
Accumulated amortization and
impairment
Balance at January 1, 2022
Additions
Balance at December 31, 2022
Carrying amounts at December 31, 2022
Computer
Software
$ 48,477
1,710
$ 50,187
$ 40,830
4,927
$ 45,757
$ 4,430
$ 41,051
7,426
$ 48,477
$ 37,090
3,740
$ 40,830
$ 7,647
Others
$ 2,708
-
$ 2,708
$ 2,160
241
$ 2,401
$ 307
$ 2,708
-
$ 2,708
$ 1,818
342
$ 2,160
$ 548
Total







































$ 51,185
1,710
$ 52,895
$ 42,990
5,168
$ 48,158
$ 4,737
$ 43,759
7,426
$ 51,185
$ 38,908
4,082
$ 42,990
$ 8,195

The above items of intangible assets are amortised on a straight-line basis over their estimated useful lives, as follows:

Computer Software 1-3 years Others 5-10 years

  • 148 -

15 OTHER LIABILITIES

THER LIABILITIES
Current
Prepaid sales tax
Temporary payments
Other prepaid expenses
Prepayment for purchases
Others
Non-current
Prepayment for equipment
December 31,2023
$ 2,327
1,748
766
-
1,010
$ 5,851
$ 1,387
December 31,2022
$ 259
666
1,011
3,897
1,106
$ 6,939
$ -

16 BORROWINGS

(A)Short-term borrowings

December 31,2023 December 31,2022

Unsecured borrowings Related parties Remark )( Note2 $ 99,521 $ 101,384

Remark:Loans from related parties are loans from related parties of the Company. Interest expense for the years ended 31 December 2023 and 2022 was calculated by multiplying the outstanding loan balance by an annual interest rate of 2.50%.

(B)Long-term borrowings

==> picture [411 x 175] intentionally omitted <==

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

December 31,2023 December 31,2022
Secured and Unsecured
(Note 30)
Bank Borrowing (Remark 1) $ 96,330 $112,385
Government Professional Bank 224,500 266,427
Borrowing (Remark 2&3)
Less:Discounts on government
grants ( 1,789 ) ( 4,457 )
Less:Long-term borrowings-
current portion
( 68,983 ) ( 57,981 )
Long-term borrowings $ 250,058 $ 316,374
----- End of picture text -----

Remark 1:The long-term borrowings have a grace period of three years from the date of first drawdown in December 2019 for the first instalment of principal, with equal monthly instalments thereafter until December 2029. Interest rates range from 1.5759% to 2.019% and 0.930% to 1.8592% per annum for 2023 and 2022 respectively.

  • 149 -

Remark 2:The bank borrowings are government borrowings with preferential interest rates under the ‘Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan’. It is our understanding that these will mature in stages before February 2030. We would like to bring your attention to the fact that the annual interest rates are 1.46% to 1.90% minus the government subsidy rate of 0.97% to 1.14% and 1.62% minus the government subsidy rate of 1.13% for bank loans and 0.49% to 0.89% and 0.49% for bank loans and government subsidy rate of 1.13% for bank loans as of 31 December 2023 and 2022, respectively.

Remark 3: Includes secured and unsecured borrowings.

17 OTHER LIABILITIES

THER LIABILITIES
Current
Other payables
Payable for bonuses
Payable for salaries
Payable for leave benefits
Payable for service
Payable for Directors and
Employee
Others
Others
Contract Liabilities
Others
Total
December 31,2023
$ 17,292
16,392
3,949
1,497
-
32,576
71,706
3,254
515
3,769
$ 75,475
December 31,2022
$ 16,441
13,494
4,050
1,862
4,220
39,515
79,582
1,959
635
2,594
$ 82,176

18 RETIREMENT BENEFIT PLANS

(A) Defined contribution plans

The Company's pension plan, which falls under the Labor Pension Act (the “Act”), is a defined contribution plan that is administered by the government. The Company contributes 6% of the employees' monthly wages to their individual accounts at the Bureau of Labor Insurance.

(B) Defined benefit plans

The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company contributes an amount equal to 2% of salaries paid

  • 150 -

each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The Funds are operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the Funds.

The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:

December 31,2023 December 31,2023 December 31,2023 December 31,2023 December 31,2022 December 31,2022 December 31,2022 December 31,2022
Present value of defined benefit
obligation $ 15,144 $ 13,920
Fair value of plan assets ( 5,685) ( 5,185 )
Net defined benefit liability
$ 9,459 $ 8,735
Movements in net defined benefit liabilities were as follows:
Present Value of
the Defined Fair Value of the Net Defined
Benefit Obligation Plan Assets Benefit Liabilities
Balance at January 1,2022 $ 14,164 ( $ 4,417) $ 9,747
Net interest expense(income) 73 ( 31) 42
Recognized in profit or loss 73 ( 31) 42
Remeasurement
Return on plan
assets(excluding
amounts included in
net interest) - (
231 )
( 231 )
Actuarial gain arising
from changes in
financial
assumptions (
1,035 )
- ( 1,035 )
Actuarial loss arising
from experience
adjustments 718 - 718
Recognized in other
comprehensive
loss(income) ( 317) ( 231) ( 548)

Continued on the next page

  • 151 -

Continued from the previous page

Contributions from the
employer
Balance at December 31,2022
Net interest expense(income)
Recognized in profit or loss
Remeasurement
Return on plan
assets(excluding
amounts included in
net interest)
Actuarial gain arising
from changes in
financial
assumptions
Actuarial loss arising
from experience
adjustments
Recognized in other
comprehensive
loss(income)
Contributions from the
employer
Balance at December 31,2023
Present Value of
the Defined
Benefit Obligation
$ -

13,920

189

189
-
1,098
(
63)

1,035

-
$ 15,144
Fair Value of the
Plan Assets
($ 506)
(
5,185)
(
74)
(
74)
(
37 )
-

-
(
37)
(
389)
( $ 5,685 )
Net Defined
Benefit Liabilities
( $ 506 )

8,735

115

115
(
37 )
1,098
(
63)

998
(
389)
$ 9,459

Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to the following risks:

  • 1)Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government’s designated authorities or under the mandated management. However, under the R.O.C. Labor Standards Law, the rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return.

  • 2)Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.

  • 152 -

  • 3)Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rates
Expected rates of salary increase
December 31,2023
1.25%
3.00%
December 31,2022
1.36%
2.50%

It is to be hoped that, if possible, reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:

follows:
Discount rates
0.25% increase
0.25% decrease
Expected rates of salary increase
0.25% increase
0.25% decrease
December 31,2023
( $ 405 )
$ 421
$ 406
( $ 393 )
December 31,2022
(


(
(


(
$ 391 )
$ 406
$ 394
$ 382 )

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to
the plans for the next year
Average duration of the
defined benefit obligation
December 31,2023
$ 45
11.12 years
December 31,2022
$ 519
11.68 years
  • 153 -

19 EQUITY

(A)Capital stock

Authorized shares (in
thousands)
Authorized capital
Issued and fully paid shares
(in thousands)
Issued capital
December 31,2023
200,000
$ 2,000,000
120,481
$ 1,204,804
December 31,2022
200,000
$ 2,000,000
120,481
$ 1,204,804

The par value of issued common shares is NT$10 per share. A holder of common shares has one vote for each common share and is entitled to receive dividends.

The authorized shares include 2,000 thousand shares allocated for the exercise of employee stock options.

  • (B)Capital surplus
)Capital surplus
May be used to offset a deficit,
distributed as cash dividends, or
transferred to share capital
(Remark 1)
Additional paid-in capital
From convertible bonds
Treasury share transactions
May not be used for any purpose
Additional paid-in gain
on disposal of assets
December 31,2023
$115,958
77,396
7,672

425
$201,451
December 31,2022
$115,958
77,396
7,672
425
$201,451

Remark 1:Such capital surplus may be used to offset a deficit; in addition,when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital(limited to a certain percentage of the Company’s capital surplus and to once a year.)

  • (C)Retained earnings and dividends policy

Under the dividends policy as set forth in the Articles, where the Company generates a profit at the end of each fiscal year, it shall first allocate funds for tax provisions to cover any deficits, and then set aside 10% as the legal reserve, However, if the legal reserve has already reached

  • 154 -

the Company's paid-in capital, no further allocation shall be made. If there is any remaining surplus after the special reserve is set aside or reversed in accordance with the law or the regulations of the competent authority, the Board of Directors shall prepare a proposal for the appropriation of the surplus and submit it to the shareholders' meeting for resolution, taking into account the accumulated undistributed surplus from previous years. Refer to note 21-8 for the Company's policy on the distribution of remuneration to employees and directors as set out in the Company's Articles of Association.

The Company's Articles of Association state that the dividend policy shall be consistent with the Company's present and future development plans, capital requirements and long-term financial planning, as well as the Company's business objectives of sustainable operations, the pursuit of the long-term interests of shareholders and stable operating performance, and that the Company shall distribute to shareholders part or all of its distributable profits, including cash dividends of not less than 10% of the distributable dividends for the year.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

As of December 31, 2022, the Company's deficit was to be covered. On June 27, 2022, the stockholders' meeting resolved not to distribute earnings for fiscal year 2021 and to use legal reserve to cover the deficit of $13,055 thousand and capital surplus to cover the deficit of $21,412 thousand.

The appropriation of profit for the year ended 31 December 2023, as resolved by the shareholders at the Annual General Meeting on 19 June 2023, was as follows:

  • 155 -
Legal reserve
Cash dividends
Cash dividend per share ($)
Years Ended
December 31
2022
$ 3,398
$ 24,096
$ 0.2

As at 31 December 2023, the company had a loss to be covered. On 15 March 2024, the Board of Directors proposed not to distribute profits and to use the legal reserve to cover a loss of $3,398 thousand, and capital surplus to cover the loss of $111,182 thousand.

The appropriation of the loss for the year 2023 is subject to the approval of the Annual General Meeting of Shareholders, which is expected to be held on 26 June 2024.

(D) Special reserves

on 26 June 2024.
pecial reserves
Beginning and end of year
balances
Years Ended December 31
2023
$ 104,610
2022
$ 104,610

As the increase in retained earnings resulting from the first-time adoption of IFRS was not sufficient to provide for, a special reserve has been created only for the increase in retained earnings of $104,610 thousand resulting from the transition to IFRS. The special reserve for exchange differences arising on the translation of the financial statements of foreign operating companies (including subsidiaries) is released in proportion to the Company's share of the difference and is released in full when the Company loses its significant influence. When profit is distributed, a special reserve is created for the difference between the net decrease in other equity at the end of the period and the amount of the special reserve created for the first time under IFRS. If the balance of other equity is subsequently reversed, the reversed portion may be distributed as an appropriation of retained earnings.

  • 156 -

(E) Other equity items

  • 1) Exchange differences on the translation of the financial statements of foreign operations

Exchange differences arising on the translation of the net assets of foreign operations from their functional currency to the presentation currency, the New Taiwan dollar, are recognised in other comprehensive income as cumulative translation differences on the financial statements of foreign operations. Exchange differences previously arising on the translation of the financial statements of foreign operations are reclassified to profit or loss on disposal of the foreign operations.

  • 2) Unrealized valuation gain (loss) on financial assets at FVTOCI
Balance at January 1
Recognized for the year
Unrealized gain
-equity insrruments
Balance at December 31
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 6,177
564
$ 6,741
2022




$ 5,964
213
$ 6,177

20 NET REVENUE

T REVENUE
Disaggregation of revenue from
contracts with customers
Revenue from the sale of goods
Years Ended December 31
2023
$ 1,154,491
2022
$ 1,712,143

(A)Contact balances

Notes and Trade
receivables
(Include related parties
(Note8)
Contact
liabilities(Note17)
Sale of goods
December 31,2023
$ 343,517
$ 3,254
December 31,2022
$ 690,001
$ 1,959
December 31,2021
$ 402,355
$ 1,583
  • (B)Disaggregation of revenue

  • 157 -

==> picture [406 x 141] intentionally omitted <==

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

Years Ended December 31
Product 2023 2022
Wireless radio
communication devices $ 884,439 $ 1,329,940
Electronic and optical
communication components 205,502 268,483
Electronic signal connection
devices 58,944 105,333
Electronic products 5,606 8,387
$ 1,154,491 $ 1,712,143
----- End of picture text -----

Geography
Asia
America
Europe
Other
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 1,074,567
76,815
3,109
-
$ 1,154,491
2022
$ 1,642,485
66,544
3,102
12
$ 1,712,143

21 NET CONTINUING OPERATING PROFIT

  • (A)Other Gains And Losses, Net
)Other Gains And Losses, Net
Gain (Loss) from disposal of
property, plant and equipment.
)Interest Income
Bank deposits
)Other Income
Rental Income
Deferred Income from
Government Grants
Compensation Income
(Note 31)
Income from Government Grants
Others
Years Ended December 31
2023
2022
$ 121
( $ 6 )
Years Ended December 31
2023
2022
$ 4,664
$ 561
Years Ended December 31
2023
$ 3,401
1,902
600
45
8,618
$ 14,566
2022
$ 3,179
1,864
52,077
104
16,118
$ 73,342

(B)Interest Income

(C)Other Income

  • 158 -

(D)Other Gains and Losses

)Other Gains and Losses
Foreign exchange gain,Net
Gain on disposal of
investments
Impairment loss of Non-Financial
assets
(
Others
(
(
)Finance costs
Interest on Bank Loans
)Depreciation and amortisation
Property, plant and equipment
Intangible Assets
Total
An analysis of depreciation by
function
Operating costs
Operating expenses
An analysis of amortisation by
function
Operating costs
Selling and marketing
expenses
General and administrative
expenses
Research and development
expenses
Years Ended December 31
2023
2022
$ 14,222
$ 41,374
3,887
-

15,414 )
(
102,219 )
2,786)
(
270)
$ 91 )
( $ 61,115 )
Years Ended December 31
2022
(
(
(
2023
2022
$ 9,010
$ 7,035
Years Ended December 31
2023
$ 38,376
5,168
$ 43,544
$ 21,473
16,903
$ 38,376
$ 916
372
1,081
2,799
$ 5,168
2022
$ 33,960
4,082
$ 38,042
$ 20,293
13,667
$ 33,960
$ 640
292
1,315
1,835
$ 4,082

(E)Finance costs

(F)Depreciation and amortisation

  • 159 -

(G)Employee benefits expense

)Employee benefits expense
Short-term benefits
Post-employment benefits
(Note18)
Defined contribution plan
Defined benefit plans
Other employee benefits
Total
An analysis of employee
benefits expense by
function
Operating costs
Operating expenses
Years Ended December 31
2023
$242,199
10,721
115
10,836
6,404
$259,439
$ 73,483
185,956
$259,439
2022
$229,651
9,800
42
9,842
6,218
$245,711
$ 68,938
176,773
$245,711

(H)Compensation of employees and remuneration of directors

In accordance with the Company's Articles of Association, between 10% and 20% of the Company's profit before tax, before deduction of employee and director emoluments, is appropriated to employees and no more than 3% of the Company's director emoluments for the current year.

The net loss before tax for the year 2023 has not been the subject of an estimate for employee remuneration and directors' remuneration.

The estimated employee and director remuneration for the 2022 financial year was approved by the Board of Directors on 27 March 2023 as follows:

Accrual rate

Accrual rate
Compensation of employees
Remuneration of directors
Years Ended
December 31
2022
10%
3%
  • 160 -
Amount
Compensation of employees
Remuneration of directors
Years Ended
December 31
2022
Years Ended
December 31
2022

Cash
$ 3,246
$ 974

If there is a change in the amounts after the financial statements are authorised for issue, the differences are recorded as changes in accounting estimates and adjusted in the following year.

There is no difference between the actual amount of employee and director remuneration paid and the amounts recognised in the financial statements for the years ended 31 December 2022 and 2021.

In the 2021 financial year, the net loss before tax was not estimated and therefore the employee and director remuneration was not estimated.

For information on the remuneration of employees and directors as determined by the Board of Directors, please refer to the Market Observation Post System website of the Taiwan Stock Exchange.

  • (I)Exchange of foreign currencies
Exchange of foreign currencies
Foreign Exchange Gain
Foreign Exchange Loss
Net Gains
Years Ended December 31
2023
$ 37,179

22,957)
$ 14,222
2022
( ( $ 60,955

19,581)
$ 41,374

22 INCOME TAX

  • (A)Income tax expense recognized in profit or loss

Income tax expense consisted of the following:

Current income tax expense
Current tax expense
recognized in the
current year
Income tax adjustments on
prior years
In respect of the current year
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023 2022

$ -
-
$ -

(
(
$ -

5,187)
$ 5,187)
  • 161 -

A reconciliation of income before income tax and income tax expense recognized in profit or loss was as follows:

Income before tax
Income tax expense at the
statutory rate
Deductible benefit for tax
purposes
Deductible expenses for tax
purposes
Non-deductible expenses for
tax purposes
Taxable income for tax
purposes
Income tax credits
Temporary difference
Adjustments for prior year’s
tax
Income tax expense
recognized in profit or loss
Years Ended December 31 Years Ended December 31
2023
( $ 120,065 )
( $ 24,013 )
(
5,534 )
( 20,444 )
(
59 )
110
43,571
6,369

-
$ -
2022
$ 28,241
$ 5,648
(
398 )
-
-
144
( 19,770 )
14,376
(
5,187)
( $ 5,187 )

(B)Income tax examination

The tax authorities have examined income tax returns of the Company through 2021.

23 EARNINGS PER SHARE

RNINGS PER SHARE
Basic and Diluted EPS Unit :NT$ Per Share
Years Ended December 31
2023
2022
$ 1.00 )
$ 0.28
( 2023
$ 1.00 )

The profit and weighted average number of ordinary shares in issue used in the calculation of earnings per share are as follows:

Net Profit for the Year

Net Profit for the Year
Earnings used in the
computation of basic and
diluted earnings per share
Years Ended December 31
( 2023
$ 120,065 )
2022
$ 33,428
  • 162 -

The weighted average number of ordinary shares in issue was as follows (in thousands):

(in thousands):
Weighted average number of
ordinary shares used in the
computation of basic
earnings per share
Effect of potentially dilutive
ordinary shares:
Compensation of employees
Weighted average number of
ordinary shares used in the
computation of diluted
earnings per share
Years Ended December 31
2023
120,481
-
120,481
2022


120,481
176
120,657

The company will make a loss for the year. The inclusion of the effect of employee share options would have an anti-dilutive effect and has therefore been excluded from the calculation of diluted earnings per share.

The company may settle employee share awards in cash or shares and therefore the company assumes that all awards will be settled in shares and the resulting potential shares are included in the weighted average number of shares outstanding used in the calculation of diluted earnings per share as the effect is dilutive. The dilutive effect of the potential shares is included in the calculation of diluted earnings per share until the number of shares to be issued to employees is determined in the following year.

24 GOVERNMENT GRANTS

As of 31 December 2023, the Company has received a preferential government loan of NT$226,289 thousand from the “Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan” for capital expenditure and operating turnover. The loan will be repaid in full in instalments over a period of five to ten years. At the time of borrowing, the market interest rate was 1.23% and 0.97% respectively. Based on this, the fair value of the loan is estimated to be NT$224,500 thousand. The difference between the amount

  • 163 -

obtained and the fair value of the loan is NT$1,789 thousand, which is regarded as a government low-interest loan and recognized as deferred income.

25 INVESTMENT OF SUBSIDIARY

HANG JIAN
TECHNOLOGY
CO., LTD.HANG
JIAN
Principal
Activity
The application-related
business for
unmanned aerial
vehicles was
integrated.
Date of
Acquisition
April ,2022
Voting Equity
Interests
Acquired(%)
50.12
Transferred
Consideration
$ 40,470

In order to expand the Company's diversified business and combine the development of unmanned carrier and antenna products, the Company participated in the capital increase of HANG JIAN with cash in March 2022 and completed the relevant business registration procedures in April. For a description of the acquisition of HANG JIAN,, please refer to note 28 to the Company's 2023 Consolidated Financial Statements.

26 DISPOSAL OF SUBSIDIARY

The sale of the entire 76.77% stake in CLICK and the loss of control of CLICK occurred in June 2022. For a description of the disposal of CLICK, please refer to note 29 to the Company's 2023 Consolidated Financial Statements.

27 CAPITAL MANAGEMENT

The company manages its capital to ensure that it is able to maximise returns to shareholders by optimising its debt and equity balances on a going concern basis. There have been no significant changes to the Company's overall strategy.

The Company's capital structure consists of the Company's equity (i.e. share capital, share premium, retained earnings and other equity items).

The Company is not subject to any other external capital requirements.

28 FINANCIAL INSTRUMENTS

(A)Fair value of financial instruments not measured at fair value

Management believes that the carrying amounts of financial assets and financial liabilities that are not measured at fair value approximate their fair values.

  • 164 -

  • (B)Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2023

Fair value hierarchy
December 31, 2023
Financial assets at
FVTOCI
Investments in equity
instruments
Unlisted shares
December 31, 2022
Financial assets at
FVTOCI
Investments in equity
instruments
Unlisted shares
Level 1
$ -
Level 1
$ -
Level 2
$ -
Level 2
$ -
Level 3
$ 35,101
Level 3
$ 34,537
Total
$ 35,101
Total
$ 34,537

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31,2023

Financial Assets at FVTOCI Financial Assets Equity Instruments Balance at January 1,2023 $ 34,537 Recognized in other comprehensive income 564 Balance at December 31,2023 $ 35,101

For the year ended December 31,2022

Financial Assets at FVTOCI Financial Assets Equity Instruments Balance at January 1,2022 $ 35,564 Recognized in other comprehensive income 213 Capital reduction and return of shares ( 1,240 ) Balance at December 31,2022 $ 34,537

  • 165 -

  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

Taiwan's unquoted equity investments are valued using the income approach. The income approach is based on the expected future earnings of the underlying assets discounted at the cash flow rate using an annual discount rate, and the cash flow rate is projected over five years using a flat growth rate to calculate the present value of the expected earnings to be generated by the investment.

  • (C)Categories of financial instruments
Financial assets
Amortized cost(Remark 1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Amortized cost(Remark 2)
December 31,2023
$562,510
35,101
615,401
December 31,2022
$889,072
34,537
862,710

Remark 1: The balances include financial assets at amortized cost, which comprise cash, notes and trade receivables (including related parties), other receivables (including related parties) and refundable deposits. Those reclassified to held-for-sale disposal groups are also included.

  • Remark 2: The balances include financial liabilities at amortized cost, which comprise Short-term borrowings,long-term borrowings-current portion, other payables, long-term borrowings ,notes and trade payable(including related parties) and guarantee deposits. Those reclassified to held-for-sale disposal groups are also included.

  • (D)Financial risk management objectives and policies

The Company's principal financial instruments include equity, cash, notes and accounts receivable, bank borrowings and notes and accounts payable. The company's financial management department supports each business unit in monitoring and managing the financial risks associated with the company's operations through internal risk reports that analyse risks according to their degree and breadth. These risks include market risk

  • 166 -

(including foreign exchange and interest rate risk), credit risk and liquidity risk.

The Company uses derivative financial instruments to hedge its exposures and to mitigate the effects of these exposures. The use of derivative financial instruments is governed by policies approved by the Board of Directors, which cover foreign exchange risk, interest rate risk, credit risk, the use of derivative and non-derivative financial instruments and written policies for the investment of excess liquidity. Compliance with these policies and the level of risk are monitored on an ongoing basis by the internal auditors. The Company has not traded financial instruments (including derivative financial instruments) for speculative purposes.

The Financial Management Department reports quarterly to the Company's Board of Directors, an independent body responsible for monitoring risk and implementing risk mitigation strategies.

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (1) below) , interest rates (see (2) below) and other prices. (see (3) below)

There has been no change to the Company’s exposure to market risks or the manner in which these risks are managed and measured.

  • (1) Foreign currency risk

The Company is exposed to foreign exchange risk from sales and purchases denominated in foreign currencies.

The Company balances net assets and liabilities in foreign currencies using economic hedges to avoid fluctuations in future cash flows due to changes in exchange rates.

The carrying amounts of monetary assets and liabilities denominated in non-functional currencies at the balance sheet date are disclosed in Note 32.

Sensitivity analysis

  • 167 -

The Company is primarily affected by fluctuations in the exchange rates of the USD and the RMB.

The following table details the Company’s sensitivity to a 1% increases and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity analysis takes into account monetary items in foreign currencies in circulation and adjusts the period-end translation for a 1% change in exchange rates. The following table shows the changes in profit before tax that would occur if the functional currency were to weaken by 1% against the respective currencies. The sensitivity analysis includes cash, trade and other receivables, short-term borrowings, trade payables and other payables.

Profit or loss USD Impact
For the Year Ended December 31
2023
2022
$ 3,261(i)
$ 6,677(i)
RMB Impact RMB Impact
For the Year Ended December 31
2023
$ 3,261(i)
2023
($ 1,579) (ii)
2022
($ 3,556) (ii)
  • (i) This arises mainly from the Company outstanding USD-denominated receivables, payables and borrowings at the balance sheet date, which are not hedged against cash flows.

  • (ii) Mainly due to the Company's RMB-denominated receivables and payables outstanding at the balance sheet date which are not hedged against cash flows.

  • (2) Interest rate risk

Interest rate risk arises when the Company borrows funds at both fixed and floating rates. The Company manages its interest rate risk by maintaining an appropriate mix of fixed and floating rates.

The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting periods were as follows:

  • 168 -
Fair value interest rate risk
Financial assets
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31 2023
$ 99,521
217,397
319,041
December 31 2022
$101,384
192,239
374,355

Sensitivity analysis

The following sensitivity analyses are based on the interest rate risk of non-derivative instruments at the balance sheet date. For floating rate assets and liabilities, the analysis assumes that the amounts of assets and liabilities outstanding at the balance sheet date were outstanding during the period.

If interest rates had increased or decreased by 1%, the Company's pre-tax net (loss) income would have decreased by NT$1,016 thousand and NT$1,821 thousand for the years ended 31 December 2023 and 2022, respectively, primarily due to the Company's exposure to interest rate risk on its variable rate net assets and liabilities, with all other variables held constant.

(3) Other price risk

The Company's equity instruments are exposed to price risk primarily from investments in financial assets at fair value through other comprehensive income.

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk at the balance sheet date.

If equity prices had been 0.1% higher/lower, the post-tax other comprehensive income for the years ended 31 December 2023 and 2022 would have increased/ decreased by NT$351 thousand and NT$345 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

2) Credit risk

  • 169 -

Credit risk is the risk of financial loss resulting from the failure of counterparties to meet their contractual obligations. At the balance sheet date, the Company's maximum exposure to credit risk (not taking into account collateral or other credit enhancement instruments and not taking into account the maximum amount of irrevocable commitments), which could result in financial loss due to the failure of counterparties to meet their contractual obligations, and the Company's provision of financial guarantees, was mainly attributable to the following:

  • (1) The carrying amount of financial assets recognised in each balance sheet.

  • (2) The amount of contingent liabilities arising from financial guarantees issued by the Company.

The Company uses other publicly available financial information and mutual transaction records to evaluate major customers. The Company monitors credit risk and counterparty creditworthiness on an basis transaction amounts across ongoing and spreads total creditworthy customers and controls credit risk through counterparty credit limits which are reviewed and approved by management on an annual basis.

  • 3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity.

As at 31 December 2023 and 2022, the Company's unused short-term bank facilities amounted to NT$685,288 thousand and NT$720,325 thousand, respectively.

  • 170 -

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments, including principal and interest.

December 31, 2023

December 31, 2023
Non-derivative
financial liabilities
Short-term borrowings
Long-term borrowings
- current portion
Trade payables to
unrelated parties
Trade payables to
related parties
Accrued expenses and
other current liabilities
On Demand or
Less than 1
Month
$ -
5,749
35,775
-

34,072
$ 75,596
1 ~3 Months
$ -
17,246
33,141
50,161
-
$ 100,548
3 Months to 1
Year
$ 99,521
45,988
4,430
38,762

-
$ 188,701
More Than 1
Years
$ -
250,058
120
-

-
$ 250,178
Total
$ 99,521
319,041
73,466
88,923
34,072
$ 615,023

Further information on the maturity analysis of the above financial liabilities was as follows:

Variable interest
rate liabilities
Fixed interest
rate liabilities
Less Than 1
Year
$ 68,983
99,521
$ 168,504
1-5 Years
$ 203,219
-
$ 203,219
More Than 5
Years
$ 46,839

-
$ 46,839
Total








$ 319,041
99,521
$ 418,562

December 31, 2022

==> picture [382 x 146] intentionally omitted <==

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

On Demand or
Less than 1 3 Months to 1 More Than 1
Month 1 ~3 Months Year Years Total
Non-derivative
financial liabilities
Short-term borrowings $ - $ - $ 101,384 $ - $ 101,384
Long-term borrowings
- current portion 2,449 10,634 44,898 316,374 374,355
Trade payables to
unrelated parties 13,758 21,100 666 120 35,644
Trade payables to
related parties 96,312 119,969 87,842 - 304,123
Notes payable to
unrelated parties - 1,103 - - 1,103
Accrued expenses and
other current liabilities 45,598 - - - 45,598
$ 158,117 $ 152,806 $ 234,790 $ 316,494 $ 862,207
----- End of picture text -----

Further information on the maturity analysis of the above financial liabilities was as follows:

Variable interest
rate liabilities
Fixed interest
rate liabilities
Less Than 1
Year
$ 57,981
101,384
$ 159,365
1-5 Years
$ 227,094
-
$ 227,094
More Than 5
Years
$ 89,280

-
$ 89,280
Total








$ 374,355
101,384
$ 475,739
  • 171 -

29 RELATED PARTY TRANSACTIONS

The significant transactions between the Company and its related parties, other than those disclosed in other notes, are summarized as follows:

  • (A)Related party name and categories

Related Party Name Related Party Categories HUA HONG Subsidiaries CLICK DIGITAL TECHNOLOGY Subsidiaries Non-related party since CO., LTD.(CLICK) May,2022 DONGGUAN AEON TECH CO., Indirect Subsidiaries LTD. DONGGUAN AEON HANG JIAN Subsidiaries(Related party as of April 2022) LIN CHI SHENG Key management personnel (Non-related party since June 10,2022)

Related Party Categories Subsidiaries Subsidiaries Non-related party since May,2022 Indirect Subsidiaries

  • (B)Net revenue
)Net revenue
Item
Net revenue from
sale of goods
Related Party Name
DONGGUAN AEON
Years Ended December 31
2023
$ 33,680
2022
$ 72,738
  • (C)Purchases
)Purchases
Related Party Name
DONGGUAN AEON
Years Ended December 31
2023
$600,893
2022
$980,937

The price of the Company's sales to related parties is based on the agreed terms and there is therefore no appropriate comparison transaction. Payment terms are in line with those applied to regular suppliers and customers.

  • (D)Receivables from related parties Excludes loans to related parties.

==> picture [412 x 104] intentionally omitted <==

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

Item Related Party Name December 31, 2023 December 31, 2022
Trade receivables DONGGUAN AEON
from related
parties $ 5,565 $ 10,938
Other receivables DONGGUAN AEON
from related
parties $ 30 $ -
----- End of picture text -----

  • 172 -

Outstanding amounts due from related parties are not secured by collateral. No allowance for doubtful accounts was made for amounts due from related parties in 2023 and 2022.

  • (E)Payables to related parties Excludes loans to related parties.

==> picture [412 x 118] intentionally omitted <==

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

Item Related Party Name December 31, 2023 December 31, 2022
Trade payables to DONGGUAN AEON
related parties $ 88,923 $ 304,123
Other payables HUA HONG $ 3,824 $ 3,824
and other
current
liabilities DONGGUAN AEON 46 26
$ 3,870 $ 3,850
----- End of picture text -----

The balance of related party payables is unsecured.

  • (F)Borrowings from related parties

==> picture [412 x 103] intentionally omitted <==

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

Related Party Name December 31, 2023 December 31, 2022
HUA HONG $ 99,521 $ 101,384
Interest expenses
Related Party Name December 31, 2023 December 31, 2022
HUA HONG $ 1,596 $ 1,620
----- End of picture text -----

The interest rates on loans from related parties are comparable to market rates. Loans to subsidiaries are unsecured borrowings.

  • (G)Endorsement and Guarantee provided

Please refer to Attachment 33 for the Status of Endorsement and Guarantee.

(H)Others

)Others
Key management personnel General and administrative
Years Ended December 31
2023
$ -
2022
$ 29
Subsidiaries Rental Income Rental Income Rental Income
Years Ended December 31
2023
$ 969
2022
$ 736
  • Continued on the next page

  • 173 -

Continued from the previous page

d from the previous page
LIN CHI SHENG Other Income
Years Ended December 31
2023
$ -
2022
$ 52,077

Leases between related parties, including determining and collecting rental payments, are consistent with standard leases.

Please refer to Attachment 31 for the other income from related parties.

  • (I) Remuneration of key management personnel
Short-term employee benefits
Post-employment benefits
Other benefits
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 25,480
758
1,110
$ 27,348
2022
$ 27,411
987
766
$ 29,164

The compensation to directors and other key management personnel were determined by the Compensation Committee of the Company in accordance with the individual performance and market trends.

30 ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings, tariff guarantee for imported raw material:

uarantee for imported raw material:
Buildings
Freehold Land
December31,2023
$383,460
185,606
$569,066
December31,2022
$397,031
185,606
$582,637

31 SIGNIFICANT CONTINGENT ITEMS

The Company's directors, Mr LIN,CHI-SHENG (who has resigned from the Board with effect from 10 June 2022), Mr CHANG,HUNG-YI and Mr PENG,CHAO-CHANG, have been indicted by the Hsinchu District Prosecutor's Office in Taiwan for allegedly violating the Securities and Exchange Act. The Company has filed a criminal and ancillary civil lawsuit with the Hsinchu District Court in Taiwan against the above named defendants for alleged

  • 174 -

violation of the Securities and Exchange Act and has requested the above named defendants to compensate the Company for losses of US$3,686 thousand and NT$6,934 thousand, which has been referred to the civil court for adjudication. Compensation income of NT$600 thousand and NT$52,077 thousand was recognised in fiscal years 2023 and 2022, respectively.

32 SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was summarized according to the foreign currencies other than the functional currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the functional currency. The significant financial assets and liabilities denominated in foreign currencies were as follows:

follows:
December 31, 2023
Financial assets
Monetary items
USD
RMB
JPY
HKD
Non-Monetary items
Investments accounted for
using the equity method
RMB
VND
USD
Financial liabilities
Monetary items
RMB
USD
JPY
Foreign
Currencies
$ 12,109
7,890
15,720
269
111,507
79,910,400
307
44,372
1,487
17,291
Exchange Rate
30.7050
4.3270
0.2172
3.9290
4.3270
0.00125
30.7050
4.3270
30.7050
0.2172
Carrying
Amount
$ 371,807
34,140
3,414
1,057
$ 410,418
$ 482,491
99,888
9,433
$ 591,812
$ 191,998
45,658
3,756
$ 241,412

Continued on the next page

  • 175 -

Continued from the previous page

December 31, 2022

December 31, 2022
Financial assets
Monetary items
USD
RMB
JPY
HKD
Non-Monetary items
Investments accounted for
using the equity method
RMB
Financial liabilities
Monetary items
RMB
USD
JPY
Foreign
Currencies
$ 22,325
12,384
25,455
267
101,907
93,062
584
25,398
Exchange Rate
30.7100
4.4080
0.2324
3.9380
4.4080
4.4080
30.7100
0.2324
Carrying
Amount
$ 685,601
54,589
5,916
1,051
$ 747,157
$ 449,209
$ 410,217
17,935
5,902
$ 434,054

The significant realized and unrealized foreign exchange gains(losses) were as follows:

follows:
Foreign Currency
USD
RMB
HKD
JPY
For the Year Ended December 31
2023 Net Foreign
Exchange Gain
(Loss)
( $ 10,253 )
4,426
37
19
( $ 5,771 )
2022
Exchange Rate
30.705USD:NTD
4.327RMB:NTD
3.929HKD:NTD
0.2172JPY:NTD
Exchange Rate Net Foreign
Exchange Gain
(Loss)
( $ 5,714 )
1,843
39
174
( $ 3,658 )
(
(
30.7100USD:NTD
4.4080RMB:NTD
3.9380HKD:NTD
0.2324JPY:NTD
$ 5,714 )
1,843
39
174
$ 3,658 )

33 ADDITIONAL DISCLOSURES

  • (A)Following are the additional disclosures required by the Securities and Futures Bureau for the Company:

  • 1) Lending Funds to Other Parties: See Table 1 attached.

  • 2) Endorsement/guarantee provided: See Table 2 attached.

  • 3) Marketable securities held (excluding investments in subsidiaries and associates) : See Table 3 attached.

  • 176 -

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

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

  • 6) Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: See Table 4 attached.

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.

  • 9) Information about the derivative financial instruments transaction: None.

  • (B)Names, locations, and related information of investees over which the Company exercises significant influence (excluding information on investment in mainland China) See Table 5 attached.

  • (C)Information on investment in mainland China

  • 1) The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 6 attached.

  • 2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in mainland China on financial reports: See Note 29.

  • (D)Information of major shareholder:List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder:None.

  • 177 -

TABLE 1

WHA YU INDUSTRIAL CO., LTD. LENDING FUNDS TO OTHER PARTIES

FOR THE YEAR ENDED DECEMBER 31, 2023

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

No. Financing
Company
Counterparty Financial
Statement
Account
Related
Party

Maximum
Balance for
the Period
Ending
Balance
Amount
Actually
Drawn
Interest
Rate
Nature for
Financing
Transaction
Amounts
Reason for
Financing
Allowance for
Bad Debt
Collateral Collateral Financing
Limits for Each
Borrowing
Company
Note 3
Financing
Company’s
Total Financing
Amount Limits
Note 3

Note

Item
Value
1 Hua Hong
International
Co., Ltd.
WHA YU Other
receivables
Yes $ 99,521 $ 99,521 $ 99,521 2.5% Short-term
financing
funds
$ - Operating
capital
$ - $ - $ 289,031 $ 289,031

Note 1 The lending of funds by the Company to an individual entity shall not exceed 10% of the Company's net value; the lending of funds by an overseas subsidiary to an individual entity shall not exceed 15% of the net value of the subsidiary.

Note 2 The total amount of funds lent by the Company shall not exceed 40% of its net value; and the total amount of funds lent by an overseas subsidiary shall not exceed 40% of the net value of the subsidiary

Note 3 There is no restriction on short-term financing between affiliates in which the Company directly or indirectly holds 100% of the voting shares, provided that the total loan amount and the individual loan amount do not exceed 60% of the net value of such affiliates.

  • 178 -

TABLE 2

WHA YU INDUSTRIAL CO., LTD. ENDORSEMENTS/GUARANTEES PROVIDED

FOR THE YEAR ENDED DECEMBER 31, 2023

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

No. Endorser/
Guarantor
Endorsee/Guarantee
Name of Company
Relationship
Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee Given on
Behalf of Each Party
Maximum Amount
Endorsed/
Guaranteed During
the Period
Outstanding
Endorsement/
Guarantee at the End
of the Period
Actual Borrowing
Amount
Amount Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
Aggregate
Endorsement/
Guarantee Limit
Note 3
Guarantee
Provided by
Parent Company
Guarantee
Provided by A
Subsidiary
Guarantee
Provided to
Subsidiaries in
Mainland China
Relationship
0 WHA YU DONGGUA
N AEON
Tech Co.,
Ltd.
Subsidiary with
100% indirect
shareholding
$ 656,558
Note 2
$ 61,410
( US$ 2,000
thousand)
$ 61,410
( US$ 2,000
thousand)
$ - $ - 4.68% $ 656,558 Yes No Yes
DONGGUA
N AEON
Tech Co.,
Ltd.
Subsidiary with
100% indirect
shareholding
656,558
Note 2
92,115
( US$ 3,000
thousand)
92,115
( US$ 3,000
thousand)
61,410 - 7.01% 656,558 Yes No Yes

Note 1 The Company's limit on endorsements and guarantees provided for a single entity shall not exceed 20% of the current net value.

Note2 The Company's 100%-owned subsidiaries are not subject to the aforementioned limit on endorsements and guarantees for single entity.

Note3 The total amount of the Company's external endorsements and guarantees shall not exceed 50% of the net value of the current period.

Note4 The relevant figures in this table that are denominated in foreign currencies are translated into New Taiwan dollars using the exchange rates prevailing on the date of the financial statements.

  • 179 -

TABLE 3

WHA YU INDUSTRIAL CO., LTD.

MARKETABLE SECURITIES HELD

December 31, 2023

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

Marketable Securities
Type

Marketable Securities Name
Relationship
with the
Company
Financial Statement Account December 31,2023 December 31,2023 Note
Shares Carrying Value Percentage of
Ownership
(%)

Fair Value
Non-publicly traded
equity investments-
Stocks
Ubiik Inc.
Common Stock
Financial assets at fair value through
other comprehensive income -
Non-current

672,000
$ 35,101 3.00 $ 35,101
  • 180 -

TABLE 4

WHA YU INDUSTRIAL CO., LTD.

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2023

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

Company
Name
Related Party Nature of
Relationships
Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
Note
Purchases/
Sales
Amount % to Total Payment Terms Ending Balance % to Total
Unit Price Payment
Terms
WHA YU DONGGUAN
AEON
Subsidiary Purchases $ 600,893 65 Net 90 days from
the end of the
month of when
invoice is issued
Note - ( $ 88,923 ) 55
  • 181 -

TABLE 5

WHA YU INDUSTRIAL CO., LTD.

INFORMATION ON INVESTEES (EXCLUDING INFORMATION ON INVESTMENT IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2023

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

==> picture [1046 x 425] intentionally omitted <==

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

Original Investment Amount Balance as of December 31, 2023 Net Income Profits/Losses
Investor Main Businesses
Investee Company Location December 31, December 31, Shares Percentage Carrying (Losses) of the of Investee Note
Company and Products of
2023 2022 (In Thousands) Ownership Value(Note 2) Investee(Note 2) (Note 2)
WHA YU HUA HONG Republic of Investment activities $ 230,226 $ 230,264 7,498,093 100 $ 482,491 $ 41,296 $ 41,296 Subsidiary
INDUSTRIAL INTERNATIONAL Mauritius ( US$ 7,498 (US$ 7,498
CO., LTD. LTD. Thousand ) Thousand )
HANG JIAN Hsin-Chu, The application-related 40,470 40,470 2,130,000 50.12 16,373 ( 11,385 ) ( 5,705 ) Subsidiary
business for
TECHNOLOGY Taiwan
unmanned aerial
CO., LTD.
vehicles was
integrated.
Wha Yu USA Inc. U.S.A. Consultancy and 15,353 - 500,000 100 9,433 ( 6,107 ) ( 6,107 ) Subsidiary
customer service ( US$ 500
activities for the local
markets of the Thousand )
Internet
communication
products.
Wha Yu Vietnam Vietnam [The company is engaged ] 107,468 - - 100 99,888 ( 1,813 ) ( 1,813 ) Subsidiary
in the manufacture
Limited Liability ( US$ 3,500
and sale of
Company Thousand )
equipment for the
communication
systems of the
broadband access
network.
PRO BRAND Cayman The company deals in a - 276,200 - - - - - Associate
TECHNOLOGY, Islands variety of (Note 3) (Note 3) (Note 3)
downconverters,
INC.(PBT)
multiplexers, and
electronic
components.
----- End of picture text -----

Note 1: Amounts in this table denominated in foreign currencies have been translated into New Taiwan Dollars at the exchange rates prevailing at the balance sheet date. Note 2:Based on audited financial statements.

Note 3: Successful completion of the sale of the stake in PBT on 19 May 2023.

  • 182 -

TABLE 6

WHA YU INDUSTRIAL CO., LTD.

INFORMATION ON INVESTMENT IN MAINLAND CHINA

FOR YEAR ENDED DECEMBER 31, 2023

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

==> picture [1039 x 316] intentionally omitted <==

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

Accumulated Outflow Amount of Investments Remitted or Accumulated Outflow
Investee Main Businesses and Total Amount of Method of Investment from Remittance for R e p a t r i a t e d f o r t h e P e r i o d Investment from Remittance for Net Income (Loss) of % Ownership of Direct or Investment Gain (Loss) Carrying Amount as of Repatriation of Accumulated Note
Company Products Paid-in Capital Investment Taiwan as of January 1, Remitted Repatriated Taiwan as of the Investee InvestmentIndirect ( Note 2 ) December 31,2023 Investment Income as of December 31,2023
2023 December 31, 2023
DONGGUAN Production and sales of RMB78,767 thousand ( Note US$ 5,600 thousand $ - $ - US$ 5,600 thousand RMB 220 thousand 100% RMB 220 thousand RMB85,061 thousand $ - -
AEON broadband access network 1 )
Tech Co., Ltd. communication system (US$ 11,100 thousand) )
equipment (wireless fixed
access network Note 3
communication
equipment), new
instrumentation elements
(instrumentation
connectors)
AEON Wholesales of RMB42,364 thousand ( Note US$ 1,250 thousand - - US$ 1,250 thousand RMB2,314 thousand 100% RMB2,314 thousand RMB18,229 thousand - -
TECHNOLOGY communication 1 )
(SHANG HAI) parts,electronic parts, (US$5,970 thousand)
CO., LTD. cables, optical fibers and
antennas; import and Note 4
export of self-developed
products; provision of
supporting
and consultating services;
development of antennas
Accumulated Investment in Mainland China as of Amount of Investments Authorized by Upper Limit on the Amount of Investments Stipulated by the
December 31, 2023 Investment Commission, M.O.E.A. Investment Commission, M.O.E.A.
US$13,662 thousand US$21,762 thousand
$787,870
( $419,492 ) ( $668,202 )
----- End of picture text -----

Note 1 The Company has invested in Mauritius Hua Hong International Co., Ltd. and then invested in mainland companies through this company, which has been approved by the Investment Review Committee of the Ministry of Economic Affairs. Note 2 The calculation is based on the financial statements audited by the CPAs for the same period.

Note 3 The reinvestment was made based on the accumulated amount of US$ 5,600 thousand transferred from Taiwan and the earnings of US$ 5,500 thousand owned by Hua Hong International Co., Ltd.

Note 4 The reinvestment was made based on the accumulated amount of US$ 1,250 thousand transferred from Taiwan, and the earnings of US$ 2,600 thousand owned by Gaosheng International Co., Ltd.. Then Dongguan Tailin Co., Ltd. used its own earnings to increase the capital of Shanghai Puxiang Techology Co., Ltd. by RMB 13,500 thousand.

Note 5 The relevant figures in this table that are denominated in foreign currencies are translated into New Taiwan dollars using the exchange rates prevailing on the date of the financial statements.

  • 183 -

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

ITEM STATEMENT INDEX
MAJOR ACCOUNTING ITEMS IN ASSETS,
LIABILITIES AND EQUITY
STATEMENT OF CASH 1
STATEMENT OF ACCOUNTS RECEIVABLE, 2
NET
STATEMENT OF RECEIVABLES FROM Note29
RELATED PARTIES
STATEMENT OF INVENTORIES 3
STATEMENT OF OTHER CURRENT ASSETS Note 15
STATEMENT OF FINANCIAL ASSETS AT FAIR 4
VALUE THROUGH OTHER
COMPREHENSIVE INCOME
NON-CURRENT
STATEMENT OF CHANGES IN INVESTMENTS 5
ACCOUNTED FOR USING EQUITY
METHOD
STATEMENT OF CHANGES IN PROPERTY, Note 12
PLANT AND EQUIPMENT
STATEMENT OF CHANGES IN Note 12
ACCUMULATED DEPRECIATION AND
ACCUMULATED IMPAIRMENT OF
PROPERTY, PLANT AND EQUIPMENT
STATEMENT OF CHANGES IN INTANGIBLE Note 14
ASSETS
STATEMENT OF SHORT-TERM BORROWINGS 6
STATEMENT OF LONG-TERM BORROWINGS 7
STATEMENT OF ACCOUNTS PAYABLES 8
STATEMENT OF PAYABLES TO RELATED Note 29
PARTIES
STATEMENT OF OTHER LIABILITIES Note 17
MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS
STATEMENT OF NET REVENUE 9
STATEMENT OF COST OF REVENUE 10
STATEMENT OF OPERATING EXPENSES 11
STATEMENT OF FINANCE COSTS Note 21
STATEMENT OF LABOR, DEPRECIATION AND 12
AMORTIZATION BY FUNCTION
  • 184 -

STATEMENT 1

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF CASH AND CASH EQUIVALENTS

DECEMBER 31, 2023

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

==> picture [443 x 225] intentionally omitted <==

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

Item Description Amount
Cash on head $ 88
Demand deposits
Checking accounts and 110,705
demand deposits
Foreign currency Including US$2,400 106,692
deposits thousand ( @30.7050 )、
RMB$6,597 thousand
( @4.3270 )、 HK$268
thousand ( @3.9290 )
andJPY$15,720 thousand
( @0.2172 )。
Total $ 217,485
----- End of picture text -----

  • 185 -

STATEMENT 2

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF ACCOUNTS RECEIVABLE, NET

DECEMBER 31, 2023

==> picture [448 x 285] intentionally omitted <==

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

(In Thousands of New Taiwan Dollars)
Client Name 金 額
Client A $ 53,594
Client B 49,181
Client C 44,730
Client D 23,950
Client E 16,905
Others(Note) 158,438
Subtotal 346,798
Less: Allowance for doubtful accounts ( 9,631 )
Total $ 337,167
----- End of picture text -----

Note:The amount of individual client included in others does not exceed 5% of the account balance.

  • 186 -

STATEMENT 3

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF INVENTORIES

DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

(In Thousands of New Taiwan Dollars)
Item
Finished goods
Merchandise
Raw materials and Supplies
Work in process
Total
Amount
Cost
$ 64,927
16,711
17,421
15,386
$ 114,445
Net Realizable
Value








$ 71,220
17,898
17,199
32,387
$ 138,704

Note: Total insured value for inventories, property, plant and equipment is 602,364 thousand.

  • 187 -

STATEMENT 4

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

Unrealized Gain on Financial Balance, December 31, 2023 Balance, January 1, 2023 Additions in Investment Decrease in Investment Assets at Fair Shareholding Investees Shares Amount Shares Amount Shares Amount Value Through Other Shares (%) Amount Note (In Thousands) (In Thousands) (In Thousands) Comprehensive (In Thousands) Financial assets at fair value through other comprehensive income Non-publicly traded equity investments Ubiik Inc. 480 $ 34,537 192 $ - - $ - $ 564 672 3.00 $ 35,101

Note: Additions to investments are dividends on shares received during the current financial year.

  • 188 -

STATEMENT 5

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

FOR THE YEAR ENDED DECEMBER 31, 2023

FOR THE YEAR ENDED DECEMBER 31, 2023 FOR THE YEAR ENDED DECEMBER 31, 2023 FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Investees
HUA HONG
INTERNATIONAL LTD.
Pro Brand Technology
HANG JIAN TECHNOLOGY
CO., LTD.
Wha Yu USA Inc.
Wha Yu Vietnam Limited
Liability Company

Balance, January1,2023
Shares
(In Thousands)
Amount
7,498
$ 449,209
17,623
-
2,130
37,492
-
-
-

-
$ 486,701

Additions in

Investment
Amount
$ -
-
-
15,343

112,079
$ 127,422

Decrease in Investment
Shares
(In Thousands)
Amount
-
$ -
(
17,623 )
-
-
(
15,414 )
-
-
-

-
( $ 15,414 )

Shares of the Other
Comprehensive
Income(Loss) of
Subsidiaries
Accounted fore
Using the Equity
Method
$ 41,296
-
(
5,705 )
(
6,107 )
(
1,813)
$ 27,671

Unrealized
Realized Gain
$ 6
-
-
-

-
$ 6

Exchange
Differences
$ 8,020 )
-
-
197

10,378)
$ 18,201 )

Balance,December 31,

2023
Amount
$ 482,491
-
16,373
9,433
99,888
$ 608,185

Net Assets
Value
$ 481,718
-
16,373
9,433
99,888
$ 607,412
Shares
(In Thousands)
7,498
17,623
2,130
-
-
Shares
(In Thousands)
-
-
-
500
-
Shares
(In Thousands)
-
(
17,623 )
-
-
-
Shares
(In Thousands)
7,498
-
2,130
500
-
Shareholding
(%)
100
-
50.12
100
100





(

(

(
(
(


(
(
(




  • 189 -

STATEMENT 6

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF SHORT-TERM BORROWINGS

DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

Type of Loans
Operating capital
Borrowing
Amount
$ 99,521
Term
2023.05.15~2024.05.14
Interest
rate(%)
2.50
Collateral or
Guarantee
Nil
  • 190 -

STATEMENT 7

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF LONG-TERM BORROWINGS

DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

==> picture [1052 x 28] intentionally omitted <==

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

Creditor Term and repayment method Annual rate(%) Due within one year Due after one year Total Collateral or Guarantee
Taipei Fubon Commercial Bank Co., Ltd. 2019.12.26~2029.12.26 , From January 2023, average monthly amortisation of principal and interest 2.0080 $ 13,866 $ 69,329 $ 83,195 Note 30
----- End of picture text -----

Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd. Taipei Fubon Commercial Bank Co., Ltd.

Creditor
Taipei Fubon Commercial Bank Co., Ltd.
Term and repayment method
2019.12.26~2029.12.26From January 2023, average monthly amortisation of principal and interest
Annual rate(%)
2.0080
Due within one year
$ 13,866
Due after one year
$ 69,329
Total
$ 83,195
Collateral or Guarantee
Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.02.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,293 11,843 14,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.02.15~2025.02.15From March 2022, average monthly amortisation of principal and interest 0.8932 13,333 2,222 15,555
Taipei Fubon Commercial Bank Co., Ltd. 2020.04.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,866 14,806 17,672 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.04.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,292 11,844 14,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.06.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,292 11,844 14,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.06.17~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 392 979 1,371
Taipei Fubon Commercial Bank Co., Ltd. 2020.07.10~2029.12.26From January 2023, average monthly amortisation of principal and interest 2.0080 2,189 10,947 13,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.07.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,292 11,844 14,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.08.14~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,292 11,844 14,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.08.14~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 84 210 294
Taipei Fubon Commercial Bank Co., Ltd. 2020.09.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,292 11,844 14,136 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.10.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,006 10,364 12,370 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2020.11.13~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,866 14,806 17,672 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2021.01.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 149 372 521
Taipei Fubon Commercial Bank Co., Ltd. 2021.01.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 21 51 72
Taipei Fubon Commercial Bank Co., Ltd. 2021.02.17~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 1,433 7,403 8,836 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2021.02.17~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 109 273 382
Taipei Fubon Commercial Bank Co., Ltd. 2021.05.14~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 2,866 14,806 17,672 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2021.06.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 289 723 1,012
Taipei Fubon Commercial Bank Co., Ltd. 2021.06.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 84 209 293
Taipei Fubon Commercial Bank Co., Ltd. 2021.07.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 226 564 790
Taipei Fubon Commercial Bank Co., Ltd. 2021.09.15~2030.02.15From March 2023, average monthly amortisation of principal and interest 0.6289 596 3,079 3,675 Note 30
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 68 170 238
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 168 420 588
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 210 525 735
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 1,875 4,688 6,563
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 273 683 956
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 32 79 111
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 84 210 294
Taipei Fubon Commercial Bank Co., Ltd. 2021.10.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 131 328 459
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 966 2,415 3,381
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 336 840 1,176
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17From July 2023, average monthly amortisation of principal and interest 0.8932 365 912 1,277

Continued on the next page

  • 191 -

( Continued from the previous page

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Creditor Term and repayment method Annual rate(%) Due within one year Due after one year Total Collateral or Guarantee
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 $ 179 $ 447 $ 626 -
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 52 129 181 -
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 127 318 445 -
Taipei Fubon Commercial Bank Co., Ltd. 2021.11.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 25 63 88 -
Taipei Fubon Commercial Bank Co., Ltd. 2021.12.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 597 1,493 2,090 -
Taipei Fubon Commercial Bank Co., Ltd. 2021.12.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 1,785 4,463 6,248 -
Taipei Fubon Commercial Bank Co., Ltd. 2021.12.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 222 555 777 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.01.17~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 113 284 397 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.02.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 71 179 250 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.02.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 172 431 603 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.03.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 368 919 1,287 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.03.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 253 633 886 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.07.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 2,963 7,407 10,370 -
Taipei Fubon Commercial Bank Co., Ltd. 2022.08.15~2027.06.17 , From July 2023, average monthly amortisation of principal and interest 0.8932 420 1,050 1,470 -
$ 68,983 251,847 320,830
Deferred revenue ( 1,789 ) ( 1,789 )
$ 250,058 $ 319,041
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  • 192 -

STATEMENT 8

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF TRADE PAYABLES

DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

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

Vendor Name Amount
Vendor A $ 15,260
Vendor B 7,850
Vendor C 5,272
Vendor D 4,530
Vendor E 3,740
Others (Note) 36,814
Total $ 73,466
----- End of picture text -----

Note:The amount of individual vendor in others does not exceed 5% of the account balance.

  • 193 -

STATEMENT 9

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF NET REVENUE

FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

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

Item Quantity Amount
(Thousand)
Wireless radio communication devices 44,659 $ 894,813
Electronic and optical communication 52,097 206,111
components
Electronic signal connection devices 797 59,169
Electronic products 22 5,606
Subtotal 1,165,699
Sales return and allowance ( 11,208 )
Net revenue $ 1,154,491
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  • 194 -

STATEMENT 10

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF COST OF REVENUE

FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

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Item Amount
Raw materials
Balance, beginning of year $ 31,587
Raw material purchased 207,824
Raw materials, end of year ( 17,421 )
Transferred to expenses ( 1,597 )
Raw materials cost of sales ( 42,638 )
Transfer from Work in progress 12,219
Others 10
Raw materials used 189,984
Direct labor 22,085
Manufacturing expenses 48,462
Manufacturing cost 260,531
Work in process, beginning of year 5,920
Work in process purchased 6,778
Work in process, end of year ( 15,386 )
Cost of selling Work in process ( 646 )
Transferred to expenses ( 2,308 )
Transfer from Finished goods 40,798
Transferred to raw materials ( 12,219 )
Others 10
Cost of finished goods 283,478
Finished goods, beginning of year 53,963
Finished goods purchased 567,163
Finished goods, end of year ( 64,927 )
Transferred to expenses ( 1,031 )
Transferred to Work in process ( 40,798 )
Others 1,219
Cost of selling raw materials 42,638
Cost of selling Work in process 646
Cost of production and marketing 842,351
Merchandise, beginning of year 45,920
Merchandise purchased 121,496
Merchandise, end of year ( 16,711 )
Transfer from expenses 46,506
Total $ 1,039,562
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  • 195 -

STATEMENT 11

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023

(In Thousands of New Taiwan Dollars)

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Selling and General and Research and
Item Marketing Administrative Development
Expenses Expenses Expenses
Salary and bonus $ 47,644 $ 51,259 $ 60,946
Depreciation expense 3,083 5,459 8,361
Employee Insurance 4,354 3,812 5,319
Professional service fees 545 9,576 476
Others (Note) 22,251 17,605 22,743
Total $ 77,877 $ 87,711 $ 97,845
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Note:The amount of each item in others does not exceed 5% of the account balance.

  • 196 -

STATEMENT 12

WHA YU INDUSTRIAL CO., LTD.

STATEMENT OF LABOR,DEPRECIATION AND AMORTIZIATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31,2023AND2022

(In Thousands of New Taiwan Dollars)

Labor cost
Salary and bonus
Labor and health insurance
Pension
Remuneration of directors
Others
Total
Depreciation
Amortization
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2023 Total
$ 221,496
19,604
10,836
1,100
6,403
$ 259,439
$ 38,376
$ 5,168
2022
Classified as
Operating
Costs
$ 61,647
6,119
3,007
-

2,710
$ 73,483
$ 21,473
$ 916
Classified as
Operating
Expenses
$ 159,849
13,485
7,829
1,100

3,693
$ 185,956
$ 16,903
$ 4,252
Classified as
Operating
Costs
$ 57,221
5,793
2,859
-

3,065
$ 68,938
$ 20,293
$ 640
Classified as
Operating
Expenses
$ 153,823
12,056
6,983
758

3,153
$ 176,773
$ 13,667
$ 3,442
Total
























$ 211,044
17,849
9,842
758
6,218
$ 245,711
$ 33,960
$ 4,082
  • Note 1:For the year of 2023 and 2022, the Company had average 228 and 223 employees per month, respectively, which included 8 and 6 non-employee directors in 2023 and2022.

  • Note 2:(1)Average labor cost for the years ended December 31, 2023 and 2022 were NT$1,174 thousand and 1,129 thousand, respectively.

  • (2)Average salary and bonus for the years ended December 31, 2023 and 2022 were NT$1,007 thousand and 973 thousand, respectively.

  • (3) The average salary and bonus decreased by 3.49% year over year.

  • (4) On 19 June 2020, the Company established an Audit Committee.

  • (5)The Company’s compensation policies:(Includes directors, managers and employees)

    • The Company's remuneration is governed by the Company's Articles of Incorporation, the Compensation Committee's Performance Evaluation and Salary Management Regulations.

Article 20 of the Company's Articles of Incorporation states, "If the Company makes a profit in a year, 10% to 20% of the profit shall be set aside as compensation for employees, and not more than 3% shall be set aside as compensation for directors. The employees' remuneration may be in the form of stock or cash. However, if the Company has accumulated losses, the Company shall reserve an amount to cover such losses in advance, and then provide employees' and directors' remuneration in accordance with the aforesaid ratio.

The Company's performance evaluation and salary should make reference to the industry's normal level of payment, and consider the reasonableness of the connection with individual performance, the Company's operating results and future risks.

  • 197 -

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WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report

(English Translation of a Report and Financial Statements Originally Issued in Chinese)

Notice to Reader

For the convenience of readers, this report has been translated into English from the original Chinese version, prepared and used in the Republic of China. The English version has not been audited or reviewed by independent auditors. If there are any discrepancies between the English version and the original Chinese version, or any difference in the interpretation of the two versions, the Chinese-language report shall prevail.

  • 198 -

DECLARATION OF CONSOLIDATION OF THE FINANCIAL STATEMENTS OF AFFILIATED COMPANIES

The companies required to be included in the consolidated financial statements of WHA YU INDUSTRIAL CO., LTD for the year ended 31 December under the criteria for 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 accordance with International Financial Reporting Standard 10 "Consolidated Financial Statements". In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Accordingly, WHA YU INDUSTRIAL CO., LTD and its subsidiaries do not prepare separate combined financial statements.

Very truly yours,

WHA YU INDUSTRIAL CO., LTD.

By

Chairman: Tsou Mi-Fu March 26, 2024

  • 199 -

INDEPENDENT AUDITORS’ REPORT

(Consolidated Financial Statements)

The Board of Directors and Shareholders WHA YU INDUSTRIAL CO., LTD.

Opinion

We have audited the accompanying consolidated financial statements of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies. (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit findings from our accounting firm and other audit reports, it is our belief that the evidence obtained is sufficient and appropriate to provide a basis for our opinion.

  • 200 -

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Revenue recognition

The company's primary sources of revenue are wireless radio communication devices, electronic signal connection devices, electronic products and trade. The net operating revenue for the 2023 fiscal year was NT$1,401,492 thousand. The auditor has identified the sales revenue growth against market trends for the current fiscal year as a key audit matter, given the risk of authenticity associated with the company's sales of products and transactions. For further information regarding the revenue recognition policy, please refer to Note 4(16) of the consolidated financial statements.

Our auditing procedures included the following:

  1. Understanding the Company's internal control system and operating procedures relating to the sales transaction cycle in order to assess the effectiveness of internal control operations.

  2. Selecting samples of sales proceeds for audit, reviewing documents such as purchase orders, bills of lading or customs declarations confirmed by the counterparties to confirm the authenticity of the sales proceeds, and also reviewing whether there are any anomalies in the sales counterparty's subsequent receipts and returns of goods.

Other Matter

We have also audited the parent company only financial statements of WHA YU INDUSTRIAL CO., LTD. as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion.

  • 201 -

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as

  2. 202 -

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

  4. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

  • 203 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Tsai, Mei-Chen and Lin, Hsin-Tung.

Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2024

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 204 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

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(In Thousands of New Taiwan Dollars)
December 31,2023 December 31,2022 December 31,2023 December 31,2022
Code ASSETS 金 額 % 金 額 % Code LIABILITIES AND EQUITY 金 額 % 金 額 %
CURRENT ASSETS CURRENT LIABILITIES
1100 Cash and cash equivalents ( Notes 4 and 6 ) $ 515,590 25 $ 272,902 11 2100 Short-term borrowings ( Note 19 ) $ 61,294 3 $ 61,400 2
1136 Financial assets at amortized cost - current 2170 Notes and trade payables 227,137 11 421,632 17
( Notes 4 and 8 ) 6,166 - - - 2230 Income tax payable 2,570 - - -
1150 Notes receivable ( Notes 4 、 9 and 23 ) 1,257 - 1,025 - 2280 Lease liabilities - current ( Notes 4 and 14 ) 232 - 310 -
1170 Trade receivable, net 2320 Long-term borrowings - current portion
( Notes 4 、 5 、 9 and 23 ) 437,152 22 809,515 32 ( Notes 19and 33 ) 68,983 3 57,981 2
1200 Other receivables ( Notes 4 and 9 ) 1,703 - 7,424 - 2399 Accrued expenses and other current liabilities
130X Inventories ( Notes 4 、 5 and 10 ) 225,784 11 346,861 14 ( Notes 20 and 23 ) 94,597 5 143,796 6
1460 Non-current assets held for sale ( Notes 4 and 21XX Total current liabilities
11 ) - - 169,642 7 454,813 22 685,119 27
1470 Other current assets ( Note 18 ) 12,798 1 22,527 1
11XX Total current assets 1,200,450 59 1,629,896 65 NON-CURRENT LIABILITIES
2540 Long-term borrowings ( Notes 19 and 33 ) 250,058 12 316,374 13
NON-CURRENT ASSETS 2580 Lease liabilities - non-current ( Notes 4 and 14 ) - - 236 -
1517 Financial assets at fair value through other 2630 Deferred revenue - non-current ( Note 27 ) 5,409 - 7,311 -
comprehensive income - Non-current 2640 Net defined benefit liabilities - non-current
( Notes 4 、 7 and 31 ) 35,101 2 34,537 1 ( Notes 4 and 21 ) 9,459 1 8,735 -
1600 Property, plant and equipment ( Notes 4 、 13 2645 Guarantee deposits 437 - 563 -
and 33 ) 771,422 38 778,752 31 25XX Total non-current liabilities 265,363 13 333,219 13
1755 Right-of-use assets ( Notes 4 、 14 and 33 ) 31,547 1 33,442 1
1760 Investment properties ( Notes 4 and 15 ) - - 12,526 1 2XXX Total liabilities 720,176 35 1,018,338 40
1780 Intangible assets ( Notes 4 and 17 ) 7,483 - 12,002 -
1805 Goodwill ( Notes 4 and 16 ) - - 15,414 1 EQUITY ( Notes 4 and 22 )
1920 Refundable deposits 1,761 - 939 - 3110 Share capital 1,204,804 59 1,204,804 48
1990 Other non-current assets ( Note 18 ) 1,824 - 2,604 - 3200 Capital surplus 201,451 10 201,451 8
15XX Total non-current assets 849,138 41 890,216 35 Retained earnings
3310 Legal reserve 3,398 - - -
3320 Special reserve 104,610 5 104,610 4
3350 (Accumulated deficit)Unappropriated
earnings ( 114,581 ) ( 6 ) 33,976 2
3300 Total retained earnings ( 6,573 ) ( 1 ) 138,586 6
Other equity
3410 Exchange differences arising on
translation of foreign operations ( 93,307 ) ( 4 ) ( 75,106 ) ( 3 )
3420 Unrealized gain on investments in equity
instruments at fair value through other
comprehensive Income 6,741 - 6,177 -
3470 Equity related to non-current assets or
disposal groups classified as held for sale - - 3,887 -
3400 Total other equity ( 86,566 ) ( 4 ) ( 65,042 ) ( 3 )
31XX Total equity attributable to owners of the
Company 1,313,116 64 1,479,799 59
36XX Non-controlling Interests 16,296 1 21,975 1
3XXX Total equity 1,329,412 65 1,501,774 60
1XXX Total assets $ 2,049,588 100 $ 2,520,112 100 Total liabilities and equity $ 2,049,588 100 $ 2,520,112 100
----- End of picture text -----

The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Tsou Mi-Fu

Managerial officers: Peng, Chao-Chung

Principal Accounting Officer: Tsao, Fu-Yi

  • 205 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

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2023 2022
Code Amount % Amount %
4100 OPERATING REVENUE $ 1,401,492 100 $ 1,981,157 100
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Notes423 and 36
5110
OPERATING COSTSNotes10 and 24
5950
GROSS PROFIT
OPERATING EXPENSES(Notes 24
and 32)
6100
Selling and marketing
6200
General and administrative
6300
Research and development
6450
Expected credit (gain) loss
6000
Total operating expenses
6510
Other Operating ExpensesNote 24
(
6900
Profit(Loss) From Operations
(
NON-OPERATING INCOME AND
EXPENSES
7100
Interest incomeNote24
7010
Other incomeNotes 42427 and
32
7020
Other gains and lossesNote24
7050
Finance costsNotes 4 and 24)
(
7060
Share of profit of associates(Note 4)
7000
Total non-operating income
and expenses

7900
PROFIT/(LOSS) BEFORE INCOME
TAX FROM CONTINUING
OPERATIONS
(
7950
INCOME TAX (EXPENSE)/BENEFIT
Notes 4 and 25
(
8200
NET PROFIT/(LOSS) FOR THE YEAR
(
1,180,151
221,341
130,677
147,148
128,721
9,515
416,061
51)
194,771)
(
8,065
20,665
56,591
13,154 )
(
-
72,167


122,604 )
(
3,140)

125,744)
(
84
16
9
11
9
1
(
30
-
14)
1
1
4
(
1 )
(
-
5


9 )
-

9)
1,600,946
380,211
143,935
112,042
118,813
2,018)
372,772
93
7,532
1,798
83,232
65,675 )
(
7,609 )
5,711
17,457

24,989
5,187

30,176
81
19
7
6
6
-
19
-
-
-
4
3 )
-
-
1
1
1
2

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2023 2022
Code Amount % Amount %
OTHER COMPREHENSIVE INCOME
(LOSS) ( Notes 4 、 12 、 21 and 22 )
8310 Items that will not be reclassified
subsequently to profit or loss:
8311 Remeasurement of defined benefit
plans ( $ 998 ) - $ 548 -
8316 Unrealized (loss) gain on
investments in equity
instruments at fair value
through other comprehensive
income 564 - 213 -
8360 Items that may be reclassified
subsequently to profit or loss:
8361 Exchange differences on
translation of the financial
statements of foreign
operations ( 18,201 ) ( 2 ) 19,835 1
8365 Equity related to non-current
assets or disposal groups
classified as held for sale ( 3,887 ) - 3,887 -
8370 Share of other comprehensive
income of associates accounted
for using the equity method - - 5,624 -
8300 Other comprehensive income (loss) for
the year, net of income tax ( 22,522 ) ( 2 ) 30,107 1
8500 TOTAL COMPREHENSIVE INCOME
FOR THE YEAR ( $ 148,266 ) ( 11 ) $ 60,283 3
NET PROFIT (LOSS) ATTRIBUTABLE
TO:
8610 Owners of the Company ( $ 120,065 ) ( 9 ) $ 33,428 2
8620 Non-controlling interests ( 5,679 ) - ( 3,252 ) -
8600 ( $ 125,744 ) ( 9 ) $ 30,176 2
TOTAL COMPREHENSIVE INCOME
(LOSS) ATTRIBUTABLE TO:
8710 Owners of the Company ( $ 142,587 ) ( 10 ) $ 63,535 3
8720 Non-controlling interests ( 5,679 ) ( 1 ) ( 3,252 ) -
8700 ( $ 148,266 ) ( 11 ) $ 60,283 3
EARNINGS PER SHARE ( Note 26 )
9710 Basic ( $ 1.00 ) $ 0.28
9810 Diluted ( $ 1.00 ) $ 0.28
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The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Managerial officers: Principal Accounting Officer: Tsou Mi-Fu Peng, Chao-Chung Tsao, Fu-Yi

  • 207 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

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Equity Attributable to Owners of the Company
Other Equity
Exchange Unrealized Gain Equity related
Retained Earnings Differences on on Financial to non-current
Translation of assets or
Share Capital Unappropriated the Financial Assets at Fair disposal
Shares Amount Capital Legal Special (Accumulatedearnings Statements of Foreign Value Through Other classified groups Total Non-controlling
Code (in Thousands) Surplus Reserve Reserve Deficit) Operations Comprehensive as held for sale Interests Total Equity
A1 BALANCE AT JANUARY 1, 2022 120,481 $ 1,204,804 $ 222,863 $ 13,055 $ 104,610 ( $ 34,467 ) ( $ 100,565 ) $ 5,964 $ - $ 1,416,264 $ 3,029 $ 1,419,293
Appropriation of 2021 earnings
B13 Legal reserve used to offset - - - ( 13,055 ) - 13,055 - - - - - -
accumulated deficits
C11 Capital surplus used to offset - - ( 21,412 ) - - 21,412 - - - - - -
accumulated deficits
D1 Net profit (loss) for the year ended - - - - - 33,428 - - - 33,428 ( 3,252 ) 30,176
December 31, 2022
D3 Other comprehensive income for the - - - - - 548 25,459 213 3,887 30,107 - 30,107
year ended December 31, 2022,
net of income tax
D5 Total comprehensive income for the - - - - - 33,976 25,459 213 3,887 63,535 ( 3,252 ) 60,283
year ended December 31, 2022
O1 Non-controlling Interests - - - - - - - - - - 22,198 22,198
Z1 BALANCE AT DECEMBER 31, 2022 120,481 1,204,804 201,451 - 104,610 33,976 ( 75,106 ) 6,177 3,887 1,479,799 21,975 1,501,774
Appropriation of 2022 earnings
B1 Legal reserve - - - 3,398 - ( 3,398 ) - - - - - -
B5 Cash dividends distributed by - - - - - ( 24,096 ) - - - ( 24,096 ) - ( 24,096 )
the Company
D1 Net loss for the year ended - - - - - ( 120,065 ) - - - ( 120,065 ) ( 5,679 ) ( 125,744 )
December 31,2023
D3 Other comprehensive income (loss) - - - - - ( 998 ) ( 18,201 ) 564 ( 3,887 ) ( 22,522 ) - ( 22,522 )
for the year ended December 31,
2023, net of income tax
D5 Total comprehensive income (loss) - - - - - ( 121,063 ) ( 18,201 ) 564 ( 3,887 ) ( 142,587 ) ( 5,679 ) ( 148,266 )
for the year ended December 31,
2023
Z1 BALANCE AT DECEMBER 31, 2023 120,481 $ 1,204,804 $ 201,451 $ 3,398 $ 104,610 ( $ 114,581 ) ( $ 93,307 ) $ 6,741 $ - $ 1,313,116 $ 16,296 $ 1,329,412
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The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Managerial officers: Peng, Chao-Chung

Chairman: Tsou Mi-Fu

Principal Accounting Officer: Tsao, Fu-Yi

  • 208 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

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Code 2023 2022
----- End of picture text -----

Code 2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES
A10000 Income (Loss) before income tax ( $ 122,604 ) $ 24,989
A20010 Adjustments for:
A20100 Depreciation expense 71,014 68,044
A20200 Amortization expense 6,490 5,117
A20300 Expected credit loss (Gain) 9,515 ( 2,018 )
A20900 Finance costs 13,154 7,609
A21200 Interest income ( 8,065 ) ( 1,798 )
A22300 Share of profit of associates - ( 5,711 )
A22500 Loss (gain) on disposal of property,
plant and equipment, net
51 ( 93 )
A22700 Gains on disposals of investment
property
( 57,261 ) -
A23100 Gains on disposals of investments ( 3,887 ) -
A23700 Net loss on disposal of financial
assets
15,414 102,219
A23800 Write-downs of inventories 22,767 18,725
A24100 Unrealized loss on foreign currency
exchange
16,429 2,567
A30000 Changes in operating assets and liabilities
A31130 Notes receivable ( 232 ) 1,159
A31150 Trade receivables 351,568 ( 243,307 )
A31200 Inventories 99,060 ( 38,983 )
A31240 Other current assets 16,207 7,809
A32150 Notes and trade payables ( 192,496 ) 44,566
A32230 Other payables and other current
liabilities
( 43,832 ) 33,864
A32240 Net defined benefit liabilities ( 274 ) ( 464 )
A32250 Deferred revenue ( 1,902) ( 1,864)
A33000 Cash generated from operations 191,116 22,430
A33300 Interest paid ( 12,866 ) ( 8,982 )
A33500 Income taxes refund (paid) ( 1,230) 4,835
AAAA Net cash generated from operating
activities
177,020 18,283

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Code 2023 2022
CASH FLOWS FROM INVESTING ACTIVITIES
B00030 Capital reduction of financial assets at fair
value through other comprehensive
income and loss $ - $ 1,240
B00040 Purchase of financial assets at amortized cost ( 6,166 ) -
B01900 Proceeds from disposal of investments
accounted for associates 169,642 -
B02200 Acquisition of subsidiary - ( 2,665 )
B02300 Net cash outflow on disposal of subsidiaries - 243
B02700 Acquisition of property, plant and equipment ( 76,365 ) ( 65,458 )
B02800 Proceeds from disposal of property, plant and
equipment 9,275 407
B03700 Decrease (increase) in refundable deposits ( 822 ) 507
B04500 Acquisition of intangible assets ( 1,971 ) ( 7,605 )
B07500 Interest received 7,928 3,722
B05500 Gains on disposals of investment property 69,456 -
BBBB Net cash generated (used in) from
investing activities 170,977 ( 69,609 )
CASH FLOWS FROM FINANCING ACTIVITIES
C00200 Repayments of short-term borrowings ( 2,769 ) ( 69,178 )
C01600 Proceeds from long-term borrowings - 17,442
C01700 Repayments of long-term borrowings ( 57,981 ) ( 11,111 )
C03100 Increase (Decrease) in guarantee deposits ( 126 ) 504
C04020 Repayments of the principal portion of lease
liabilities ( 309 ) ( 314 )
C04500 Dividends paid to owners of the Company ( 24,096 ) -
C05800 Changes in non-controlling interests - ( 2,324 )
CCCC Net cash used in financing activities ( 85,281 ) ( 64,981 )
DDDD Effect of exchange rate changes on the balance
of cash held in foreign currencies ( 20,028 ) 6,899
EEEE NET INCREASE IN CASH AND CASH
EQUIVALENTS 242,688 ( 109,408 )
E00100 CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR 272,902 382,310
E00200 CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR $ 515,590 $ 272,902
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The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the Auditor’s Report issued by Deloitte & Touche on March 26, 2024)

Chairman: Managerial officers: Principal Accounting Officer: Tsou Mi-Fu Peng, Chao-Chung Tsao, Fu-Yi

  • 210 -

WHA YU INDUSTRIAL CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

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

1 GENERAL

Wha Yu Industrial Co.,Ltd. (the” Company”) was incorporated in Hsinchu city, Taiwan in November 1970 and commenced operations that month. The Company is engaged in the production of industrial plastic products, electrical wires and cables, wholesale and retail of electronic materials and international trading.

In May 2006, the Company's shares were listed and traded on the Taipei Exchange (OTC). In January 2008, they were transferred to the Taiwan Stock Exchange (TWSE).

The functional currency of the Company is the New Taiwan dollar.

  • 2 THE AUTHORIZATION OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Board of Directors on March 15, 2024.

3 APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS

  • (A) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

The initial application of the IFRS accounting standards endorsed and issued by the FSC did not have a material impact on the accounting policies of WHA YU INDUSTRIAL CO., LTD. and its subsidiaries (the "Company").

  • (B) The IFRS Accounting Standards endorsed by the FSC for application starting from 2024.

  • 211 -

Effective Date Announced by New,Amended and Revised Standards and Interpretations IASB(Remark 1) Amendments to IFRS 16 Leases Liability in a Sale and Leaseback January 1,2024(Remark 2) Amendments to IAS 1 Classification of Liabilities as Current or Non-current January 1,2024 Amendments to IAS 1 Non-current Liabilities with Covenants January 1,2024 Amendments to IAS 7 and FIRS 7 Supplier Finance Arrangements January 1,2024(Remark 3)

Remark 1:Unless stated otherwise,the above IFRS Accounting Standards will be effective for annual reporting periods beginning on or after their respective effective dates.

Remark 2:A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS16.

  • Remark 3:The amendments provide some transition relief regarding disclosure requirements.

At the date the consolidated financial statements were authorised for issue, the Company has assessed that the adoption of the other standards and interpretations will not have a material impact on the Company's financial position and financial performance.

  • (C) The IFRS Accounting Standards issued by IASB,but not yet endorsed and issued into effect by the FSC.

New,Amended and Revised Standards and Interpretations Effective Date Issued by IASB (Remark 1) Amendments to IFRS 10 and IAS 28 Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture IFRS 17 Insurance Contracts January 1,2023 Amendments to IFRS 17 January 1,2023 Amendments to IFRS 17 Initial Application of IFRS 9 IFRS January 1,2023 17 Comparative Information Amendments to IAS 21 Lack of Exchangeability January 1,2025(Remark 2)

Remark 1:Unless stated otherwise,the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.

Remark 2:An entity shall apply theose amendments for annual reporting periods beginning on or after January 1,2025.Upon initial application of the amendments,the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional

  • 212 -

currency,it shall,at the date of initial application,recognize any effect as an adjustment to the cumulative amount of translation differences in equity.

As of the date the consolidated financial statements were authorized for issue,the Company is continuously assessing the possible impact of the application of other standards and interpretations on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4 SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

(A)Statement of Compliance

The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS Accounting Standards endorsed by the FSC with the effective dates (collectively, “Taiwan-IFRS Accounting Standards”).

(B)Basis of Preparation

The accompanying parent company only consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values and net defined benefit liabilities that are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements,which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety,are described as follows:

  • 1)Level 1 inputs are quoted prices (unadjusted)in active markets for identical assets or liabilities;

  • 2)Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability,either directly(i.e.,as prices)or indirectly (i.e.,derived from prices);and

  • 3)Level 3 inputs are unobservable inputs for an asset or liability.

  • 213 -

  • (C)Classification of Current and Non-Current Assets and Liabilities Current Assets include:

  • 1) Assets held primarily for the purpose of trading

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash

Current Liabilities include:

  • 1) Liabilities held primarily for the purpose of trading

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are referred to as non-current assets and liabilities.

  • (D)Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries). The income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisition up to the effective dates of disposals, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Company. In preparing the consolidated financial statements, all intercompany transactions, balances, gains and losses have been eliminated. The total consolidated profit or loss of the subsidiaries is attributed to the owners and non-controlling interests of the Company, even if the non-controlling interests have a deficit balance.

If a change in the Company's ownership interest in a subsidiary does not result in a loss of control, it is accounted for as an equity transaction. The carrying amounts of the Company's and non-controlling interests are adjusted to reflect changes in their relative ownership interests in the

  • 214 -

subsidiaries. The difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the company.

When the Company loses control of a subsidiary, the gain or loss on disposal is the difference between (1) the sum of the fair value of the consideration received and the remaining investment in the former subsidiary, based on the fair value at the date of loss of control, and (2) the sum of the assets (including goodwill) and liabilities of the former subsidiary and the non-controlling interest, based on the carrying amount at the date of loss of control. The Company accounts for all amounts recognised in other comprehensive income or loss relating to that subsidiary on the same basis as it would if the Company were to dispose directly of the related assets or liabilities.

Please refer to Notes 12 and 35 for detailed information on subsidiaries (including percentages of ownership and main businesses).

  • (E)Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer's previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed.

Non-controlling interests that represent a present ownership interest and entitle the holder to a proportionate share of the net assets of the entity on liquidation may be measured at fair value. Other types of non-controlling interests are measured at fair value.

  • (F)Foreign Currencies

In preparing the company only consolidated financial statements, transactions in currencies other than the Company’s functional currency

  • 215 -

(foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on the translation of monetary items are recognised in profit and loss in the period when the difference arises.

Non-monetary items denominated in foreign currencies and measured at fair value are retranslated at the rate prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are recognised in the income statement, except for exchange differences arising on the retranslation of non-monetary items for which gains and losses are recognised directly in other comprehensive income, in which case the exchange differences are also recognised directly in other comprehensive income.

Non-monetary items denominated in foreign currencies and carried at historical cost are translated at the exchange rates prevailing at the dates of the transactions and are not retranslated.

For the purpose of presenting in dividual financial statements, the assets and liabilities of foreign operations (including subsidiaries and affiliates that operate in countries or with currencies different from those of the Company) are translated into New Taiwan Dollars at the exchange rates prevailing at each balance sheet date.

Income and expense items are translated at the average exchange rates for the period, and the resulting exchange differences are included in other comprehensive income.

If the Company disposes of its entire interest in a foreign operation, all cumulative translation differences relating to that foreign operation are reclassified to the income statement.

(G)Inventories

Inventories consist of raw materials, work-in-progress, finished goods and merchandise. Inventories are stated at the lower of cost and net realisable

  • 216 -

value. Comparisons between cost and net realisable value are made on an item-by-item basis, except when comparing similar types of inventories. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs to make the sale. The cost of inventories is determined using the weighted average method.

(H)Investment in Associates

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor a joint venture. Investments accounted for using the equity method are investments in associates.

Under the equity method, an investment in an associate is initially recognised at cost and is subsequently adjusted to recognise the Company's share of the associate's profit or loss and other comprehensive income. The Company also recognises changes in the Company also recognises changes in the Company's share of the associate's equity attributable to the Company. The operating results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, an investment in an associate is initially recognized in the consolidated statements of financial position at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the associate as well as the distribution received. The Company also recognizes its share in the changes in the equities of associates.

When the Company subscribes for additional new shares in an associate in a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company's proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates accounted for using the equity method. When the Company's ownership interest is reduced due to its additional subscription

  • 217 -

of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

In assessing impairment, the Company tests the entire carrying amount of an investment (including goodwill) for impairment as if it were a single asset by comparing its recoverable amount with its carrying amount, and the impairment loss recognised is not allocated to any of the assets, including goodwill, that form an integral part of the carrying amount of the investment. Any reversal of an impairment loss is recognised to the extent of any subsequent increase in the recoverable amount of the investment.

The Company discontinues the equity method of accounting from the date that its investment ceases to be an associate. The Company measures its retained interest in the former associate at fair value and the difference between the fair value and the disposal price and carrying amount of the investment at the date the equity method is discontinued is recognised in profit or loss for the current period. In addition, any amounts recognised in other comprehensive income relating to the related party are accounted for on the same basis as if the related party had directly disposed of the related assets or liabilities. When an investment in an associate becomes a joint venture or an investment in a joint venture becomes an investment in an associate, the Company continues to account for the investment using the equity method without remeasuring the retained interest.

When the company transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the company’s consolidated financial statements only to the extent of interests in the associate theat are not related to the company.

  • 218 -

  • (I)Property, Plant and Equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment.

Except for owned land, which is not depreciated, property, plant and equipment are depreciated separately on a straight-line basis over their useful lives for each significant portion. The Company reviews the estimated useful lives, salvage values and depreciation methods at least at each year-end and defers the effect of changes in applicable accounting estimates.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

  • (J)INVESTMENT PROPERTY

Investment real estate is defined as real estate held with the intention of generating rental income or capital appreciation, or a combination of both. Furthermore, investment property encompasses land held for a purpose for which the future use has not yet been determined.

Investment property is initially recorded at cost, inclusive of transaction costs, and subsequently measured at cost less accumulated depreciation and accumulated impairment losses.

Investment property is depreciated on a straight-line basis.

Upon the derecognition of an investment property, the difference between the net disposal price and the carrying amount of the asset is recognised in profit or loss.

(K)GOODWILL

Goodwill acquired in a business combination is measured at cost based on the amount of goodwill recognised at the acquisition date and subsequently measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each cash-generating unit or group of cash-generating units that the company expects to benefit from the combination.

  • 219 -

A cash-generating unit to which goodwill is allocated is tested for impairment annually (and whenever there is an indication that the unit may be impaired) by comparing the carrying amount of the unit containing the goodwill with its recoverable amount. In the event that goodwill has been allocated to a cash-generating unit in the course of a business combination during the year, the aforementioned unit should be subjected to an impairment test before the end of the year. In the event that the recoverable amount of the cash-generating unit to which goodwill has been allocated is less than its carrying amount, an impairment loss is recognised for the goodwill allocated to the cash-generating unit. This is achieved by first reducing the carrying amount of the goodwill allocated to the cash-generating unit, and then by reducing the carrying amount of each asset in proportion to the carrying amount of the other assets in the unit. Any impairment loss is recognised directly in equity. It is not permitted to reverse an impairment loss on goodwill in subsequent periods.

In the event of the disposal of an operation within an amortised goodwill cash-generating unit, the amount of goodwill relating to the operation being disposed of is included in the carrying amount of the operation in order to determine the gain or loss on disposal.

(L)Intangible Assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss.Amortization is recognized on a straight-line basis. The estimated useful lives,residual values,and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

  • 2) Derecognition of intangible assets

  • 220 -

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss.

(M)Impairment of property, plant and equipment, right-of-use asset and intangible assets (excluding goodwill)

At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right of use assets and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the amount of the impairment loss. If it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and the resulting impairment loss is recognised in profit or loss.

If an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only up to the carrying amount that would have been determined(net of amortization or depreciation) if no impairment loss had been recognised for the asset or cash-generating unit in prior years. The reversal of an impairment loss is recognised in profit or loss.

(N)Non-Current Assets

The carrying amount of a non-current asset is classified as held for sale when it is expected that the asset will be recovered principally through a sale transaction rather than through continuing use. Non-current assets that qualify for this classification must be available for immediate sale in their present condition and their sale must be highly probable. A sale is classified

  • 221 -

as highly probable when management at the appropriate level has committed to a plan to sell the asset and the sale transaction is expected to be completed within one year from the date of classification.

When an entity disposes of all or part of an investment in a an associate, only the portion of the investment that meets the criteria to be that meets the criteria to be classified as held for sale is reclassified to held for sale and the equity method is discontinued for that portion. for that part. Any investment that is not classified as held for sale continues to be accounted for using the equity method. When the significant influence over the investment after the disposal, any equity disposed of, any equity interest not classified as available for sale is accounted for is accounted for in accordance with the accounting policy for financial instruments at the date of disposal of the classified as available to sell.

(O)Financial Instruments

Financial assets and liabilities shall be recognized when the Company becomes a party to the contractual provisions of the instruments.

When financial assets and financial liabilities are recognised initially, if a financial asset or a financial liability is not measured at fair value through profit or loss, it is measured at fair value plus transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs that are directly attributable to the acquisition or issuance of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

  • 1) Financial assets

It would appear that the customary practice is to recognise and derecognise transactions in financial assets on a trade date basis.

  • (1) Measurement categories Financial assets are classified into the following categories:Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI. A.Financial assets at amortised cost

  • 222 -

Financial assets that meet the following conditions will be subsequently measured at amortised cost:

  • a.The financial assets are held within a business model whose objective is to hold financial assets to collect contractual cash flows; and

  • b. The contractual terms of the financial assets give rise on specific date to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets carried at amortised cost, including cash, notes receivable and trade receivables (including related parties) and other receivables (including related parties), are measured at amortised cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognised in profit or loss.

Interest income is calculated by multiplying the effective interest rate by the gross carrying amount of financial assets, with the following two exceptions:

  • a.Credit-impaired financial assets purchased or originated for which interest income is calculated by multiplying the credit-adjusted effective interest rate by the amortised cost of the financial asset; and

  • b. Financial assets that are not credit impaired at purchase or origination but subsequently become credit impaired, for which interest income is calculated by multiplying the effective interest rate by the amortised cost of the financial assets in the subsequent period.

The cash equivalents comprise time deposits which are highly liquid, readily convertible into fixed amounts of cash and subject to an insignificant risk of changes in value. They are used to meet short-term cash commitments.

  • 223 -

B. Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted fi the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recogized in other comprehensive income and accumulated in other equity. When the investment is disposed of, the accumulated gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the Company’s rights clearly represent a recovery of part of the cost of the investment.

(2) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortised cost (including trade receivables).

The loss allowance for accounts receivable is measured at an amount equal to lifetime expected credit losses. For financial assets at amortized cost, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since

  • 224 -

initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.

The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

(3) Derecognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2. Equity Instruments

The equity instruments issued by the Company are classified as equity based on the substance of the contractual agreements and the definition of equity instruments.

Equity instruments issued by the Company are recognized at the acquisition price less direct issue costs.

The carrying amount of equity instruments repurchased from the Company is based on the weighted average of the number of shares of the Company's stock. Transactions involving the purchase, sale, issuance or cancellation of the Company's equity instruments are not recognised in profit or loss.

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3. Financial liabilities

  • (1) Subsequent measurement

All financial liabilities are measured at amortised cost using the effective interest method.

  • (2) Deductions from financial liabilities

The difference between the carrying amount of a financial liability is derecognised, and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised as profit or loss.

  • (P)Revenue Recognition

Upon the recognition of performance obligations under customer contracts, the Company allocates the transaction price to each performance obligation and recognises revenue when each performance obligation is satisfied.

For contracts with an interval of one year or less between the date of transfer of goods or services and the date of receipt of consideration, the significant financial components are not subject to price adjustment.

Revenue from the sale of goods

The proceeds from the sale of wireless communication equipment, electronic and optical communication components, electronic signal connectors and electronic products are recognised when the customer has the right to determine the price and use of the goods, has the primary responsibility for reselling the goods and bears the risk of obsolescence of the goods.

The Company does not recognise revenue on materials supplied to subcontractors. This is because there is no transfer of control.

When the other party is involved in the supply of goods to customers, we act as principal if our company has control over the goods before they are transferred to the customer; otherwise we act as agent. The principal recognises revenue for the full amount of economic benefits associated with the transaction, while the agent recognises revenue only for the net amount of economic benefits received.

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(Q)Leases

At the inception of a contract, the Company assesses whether the contract is (or contains) a lease at the inception date.

  • 1) The Company as lessor

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Company subleases a right of use, the sublease is classified by reference to the right of use arising from the head lease, not by reference to the underlying asset. However, if the head lease is a short-term lease for which the Company, as lessee, has taken advantage of the recognition exemption, the sublease is classified as an operating lease.

Lease payments from operating leases are recognized as income on a straight-line basis over the term of the relevant leases.

  • 2) The Company as lessee

The Company recognises right-of-use assets and lease liabilities for all leases at the commencement date of a lease, with the exception of short-term leases and low-value asset leases, which are accounted for by applying a recognition exemption. In such instances, lease payments are recognised as an expense over the lease term on a straight-line basis.

Right-of-use assets are initially measured at cost, which includes the original measurement of the lease liability, lease payments made prior to the commencement date of the lease, less lease incentives received, original direct costs, and the estimated cost to reinstate the underlying asset. Subsequent measurement occurs at cost less accumulated depreciation and accumulated impairment losses, adjusted for the remeasurement of the lease liability. The right-of-use assets are presented separately on the consolidated balance sheets.

  • 227 -

Right-of-use assets are depreciated using the straight-line method from the commencement dates until the earlier of the end of the useful life of the right-of-use assets or the end of the lease terms.

Lease liabilities are generally initially measured at the present value of the lease payments, which depend on an index or a rate. In most cases, the lease payments are discounted using the interest rate implicit in a lease. However, in instances where that rate cannot be readily determined, the lessee's incremental borrowing rate may also be considered.

Subsequently, lease liabilities are measured at amortised cost using the effective interest method, with interest expense recognised over the lease terms. In the event of a change in a lease term resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. Nevertheless, in the event that the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognised in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

(R)Borrowing costs

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

(S)Government Grants

Government grants are recognised only when there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.

Government grants related to revenue are recognised in on a systematic basis over the periods in which they are intended to income over the periods in which the costs they are intended to compensate are by the company. Government grants that are conditional on the the purchase, construction or otherwise assets are recognised as deferred income and and released to

  • 228 -

income on a systematic basis over the useful life of the related assets. over the useful lives of the related assets.

Government grants are recognised in the income statement in the period in which they are received if they are intended to compensate for expenses or losses already incurred or are intended to are intended to provide immediate financial assistance to the the company and there are no future related costs.

The difference between the amount of the loan received and the fair value of the loan based on the prevailing market rate of interest is recognised as a government grant for below-market rate government loans.

  • (T)Employee Benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.

  • 2) Retirement benefits

For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense when the employees have rendered service entitling them to the contribution.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including current service cost), and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability represents the actual deficit in the Company’s defined benefit plan.Any surplus resulting from this

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calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as defined benefit plans, except that the related remeasurements are recognised in the income statement. or loss.

  • 4) Separation Benefits

The Company recognises a liability for postemployment liability for post-employment benefits at the earlier of the date when it is no longer able to the offer of postemployment benefits or when it recognises the related restructuring costs. the related restructuring costs.

(U)Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

The Income Tax Act of the Republic of China provides for an additional tax on retained earnings in the year in which the shareholders have approved the retention of earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the parent company only financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for

  • 230 -

all deductible temporary differences, net operating loss carryforwards and tax credits for research and development expenses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered. A previously unrecognised deferred tax asset is also reviewed at each reporting period and recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred tax for the year

  • 231 -

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5 MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF

ESTIMATION AND UNCERTAINTY

The application of the Company's accounting policies requires management to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results could differ from these estimates.

In developing critical accounting estimates, the Company considers the potential effects of inflation and market interest rate fluctuations on its critical accounting estimates relating to cash flow projections, growth cash flow projections, growth rates, discount rates, profitability, etc. The estimates and underlying assumptions are reviewed on a regular basis. The estimates and underlying assumptions are reviewed on an ongoing basis. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and subsequent years if the revision affects both the current and subsequent years.

Key Sources of Estimation Uncertainty

(A)Estimated impairment of financial assets

The provision for impairment of trade receivables is based on the Company's assumptions about the probability of default and the loss rate. The Company considers historical experience, current market conditions and forward looking information in making assumptions and selecting inputs for impairment assessments. If actual future cash flows are less than the Company's expectations, a significant impairment loss may be incurred.

  • 232 -

(B)Impairment of inventories

The net realisable value of inventories is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The estimates are based on current market conditions and historical sales experience for similar products, and changes in market conditions could materially affect the results of these estimates.

6 CASH AND CASH EQUIVALENTS

Cash on hand
Checking accounts and
demand deposits
Cash equivalents(Time
deposits with an original
maturity of less than three
months)
Bank Fixed Deposit
December31,2023
$ 134
509,315
6,141
$515,590
December31,2022 December31,2022
$ 77
272,825
-
$272,902

The market rates for cash and fixed deposits held in banks at the conclusion of the reporting period were as follows:

December31,2023 December31,2022 Bank balance 0.001%~1.450% 0.001%~1.050% Fixed Deposit 1.950%~5.000% -

7 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER

COMPREHENSIVE INCOME

December31,2023 December31,2022 Non-current Domestic Investments Unlisted stocks Common Stock of Ubiik Inc. $ 35,101 $ 34,537

The Company invests in the ordinary shares of Ubiik Inc. for medium to long-term strategic purposes and expects to earn a return on its long-term investments. The Company's management believes that including short-term

  • 233 -

fluctuations in the fair value of these investments in profit or loss would be inconsistent with the long-term investment planning described above and has elected to designate these investments as at fair value through other comprehensive income.

8 FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with an original
maturity of less than
three months
December31,2023
$ 6,166
December31,2022 December31,2022
$ -

9 TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount
Notes receivable-operating
Trade receivables
At amortized cost
Gross carrying amount
LessLoss allowance
Other receivables
Others
December31,2023
$ 1,257
$ 1,257
$451,275
(14,123)
$437,152
$ 1,703
December31,2022 December31,2022


(


(
$ 1,025
$ 1,025
$813,562

4,047)
$809,515
$ 7,424

The average credit period for sales of goods is 90 days, and some customers have credit periods of 30 to 180 days from the end of the month. No interest is charged on trade receivables.

The Company's policy is to obtain adequate collateral, where appropriate, to mitigate the risk of financial loss from default. The Company uses other publicly available financial information and its own historical transaction records to evaluate its major customers.

The Company measures the allowance for trade receivables at an amount equal to the lifetime ECL. Expected credit losses on trade receivables are estimated using a provision matrix approach, taking into account the

  • 234 -

customer's past default history, the customer's current financial condition and the economic condition of the industry in which the customer operates. The allowance for credit losses is established based on the expected loss rate for each group, which is categorised into risk groups based on industry characteristics.

The Company writes off a trade receivable when there is evidence that the debtor is in serious financial difficulty and there is no realistic prospect of recovery, for example when the debtor has gone into liquidation. For trade receivables that have been written off, the Group continues to pursue collection of the amounts due. Where recoveries are made, they are recognised in the income statement.

The following table details the loss allowance of trade receivables based on the Company’s provision matrix:

December31,2023

Gross carrying
amount
Loss allowance
(Lifetime ECLs)
Amortized cost
Not Past
Due
$ 380,284

522)
$ 379,762
1 to 60 Days
Past Due
$ 46,038
(
1,344)
$ 44,694
61 to 120
Days Past
Due
$ 11,514

1,446)
$ 10,068
121 to 180
Days Past
Due
$ 2,629

1)
$ 2,628
Over 180
Days Past
Due
$ 10,810

10,810)
$ -
Total

(

(

(

(

(

(
$ 451,275

14,123)
$ 437,152

December31,2022

Gross carrying
amount
Loss allowance
(Lifetime ECLs)
Amortized cost
Not Past
Due
$ 733,167

107)
$ 733,060
1 to 60 Days
Past Due
$ 51,003
(
172)
$ 50,831
61 to 120
Days Past
Due
$ 23,095

706)
$ 22,389
121 to 180
Days Past
Due
$ 1,542

72)
$ 1,470
Over 180
Days Past
Due
$ 4,755

2,990)
$ 1,765
Total

(

(

(

(

(

(
$ 813,562

4,047)
$ 809,515

The movements of the loss allowance of trade receivables were as follows

Balance , beginning of year
AddProvision
LessReversal
Foreign exchange gains
Balance , end of year
Years Ended December 31 Years Ended December 31
2023
$ 4,047
9,515
-
561
$ 14,123
2023
$ 3,356
-
(
2,018 )
2,709
$ 4,047
  • 235 -

10 INVENTORIES

INVENTORIES
Merchandise
Finished goods
Work in process
Raw materials and Supplies
December31,2023
$ 27,257
112,135
32,060
54,332
$225,784
December31,2022
$ 54,841
140,102
52,098
99,820
$346,861

The components of operating costs relating to inventories are as follows:

Operating Costs
Write-downs of inventories
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 1,180,151
$ 22,767
2023
$ 1,600,946
$ 18,725

11 NON-CURRENT ASSETS HELD FOR SALE

Investments in associates held for sale
Investments directly associated with non-current
assets held for sale
December31,2022
$169,642
$ 3,887

The Company's Board of Directors approved the sale of its entire 21.87% interest in PBT on 14 December 2022 and the sale was completed on 19 May 2023.

12 SUBSIDIARIES

Associates consisted of the following:

==> picture [426 x 42] intentionally omitted <==

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

Percentage of Ownership
December December
Investor Subsidiaries Principal Activities 31,2023 31,2022 Remark
WHA YU HUA HONG Investment activities 100% 100% -
----- End of picture text -----

Investor
Subsidiaries
WHA YU
HUA HONG
Principal Activities
Investment activities
December
31,2023
100%
December
31,2022
100%
Remark
INTERNATIONAL
LTD.(HUA HONG)
HANG JIAN
TECHNOLOGY CO.,
The application-related
business for unmanned
aerial vehicles was
50.12% 50.12% (1)
LTD.(HANG JIAN) integrated.
Wha Yu USA Inc. Consultancy and customer
service activities for the
100% - (2)
local markets of the
Internet communication
products.
Wha Yu Vietnam
Limited Liability
Company
The company is engaged in
the manufacture and sale of
equipment for the
communication systems of
100% - (3)
the broadband access
network

Continued on the next page

  • 236 -

Continued from the previous page

Percentage of Ownership

==> picture [426 x 31] intentionally omitted <==

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

December December
Investor Subsidiaries Principal Activities 31,2023 31,2022 Remark
HUA HONG DONGGUAN AEON Production and sales of 100% 100% -
----- End of picture text -----

Investor
HUA HONG
Subsidiaries
DONGGUAN AEON
Principal Activities
Production and sales of
December
31,2023
100%
December
31,2022
100%
Remark
Tech Co., Ltd.
(DONGGUAN
broadband access network
communication system
equipment (wireless fixed
AEON) access network
communication equipment),
new instrumentation elements
(instrumentation
connectors)
DONGGUAN
AEON
AEON
TECHNOLOGY
(SHANG HAI)
Wholesales of communication
parts,electronic parts, cables,
optical fibers and antennas;
import and export of
100% 100% (4)
CO., LTD. self-developed products;
provision of supporting
and consultating services;
development of antennas

Remark

  1. On 16 October 2004, HANG JIAN was approved by the Ministry of Economic Affairs (MOEA) with a nominal and paid-in capital of NT$100,000 thousand and NT$42,500 thousand, respectively, divided into 4,250 thousand shares at NT$10 per share. WHA YU holds 2,130,000 shares of HANG JIAN, representing a 50.12% shareholding ratio. The application-related business for unmanned aerial vehicles was integrated.

  2. On 2 March 2023, the State of California, USA, granted approval to Wha Yu USA Inc., with a nominal and paid-in capital of US$500,000. The company holds a 100% equity interest in this entity.

  3. On 11 September 2023, the Registration and Administration Bureau of the Ministry of Industry and Commerce of Vietnam granted approval for the establishment of Wha Yu Vietnam Limited Liability Company, with a nominal capital of USD5,000 thousand. The company holds a 100% equity interest in this entity. As of 31 December 2023, a total of US$3,500 thousand has been remitted as capital.

  4. In August 2023, the Company's Board of Directors resolved to dispose of and liquidate AEON TECHNOLOGY (SHANG HAI) CO., LTD. As of 31 December 2023, the liquidation has not been completed.

13 PROPERTY, PLANT AND EQUIPMENT

Assets used by the Company

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

Machinery
Land Buildings Equipmentand EquipmentR&D EquipmentsOffice Transportation Equipment ImprovementsLeasehold EquipmentOther Construction in Progress Total
Cost
Balance at January 1, 2023 $ 185,606 $ 711,808 $ 199,762 $ 147,124 $ 56,608 $ 10,214 $ 10,530 $ 197,248 $ 938 $ 1,519,838
Additions - 4,394 7,351 23,508 4,430 927 - 7,640 23,412 71,662
Disposals - ( 102 ) ( 11,309 ) ( 503 ) ( 1,778 ) ( 832 ) ( 10,234 ) ( 24,187 ) - ( 48,945 )
Reclassify - - 2,483 - - - - - - 2,483
Effect of foreign currency
exchange differences - ( 3,726 ) ( 2,285 ) ( 630 ) ( 515 ) ( 151 ) ( 29 ) ( 2,946 ) ( 901 ) ( 11,183 )
Balance at December 31, 2023 $ 185,606 $ 712,374 $ 196,002 $ 169,499 $ 58,745 $ 10,158 $ 267 $ 177,755 $ 23,449 $ 1,533,855
Accumulated depreciation
and impairment
Balance at January 1, 2023 $ - $ 255,221 $ 131,367 $ 123,186 $ 47,760 $ 8,412 $ 8,404 $ 166,736 $ - $ 741,086
Additions - 28,859 15,370 7,805 4,628 406 267 12,082 - 69,417
Disposals - ( 102 ) ( 4,026 ) ( 503 ) ( 1,738 ) ( 735 ) ( 8,390 ) ( 24,125 ) - ( 39,619 )
Effect of foreign currency
exchange differences - ( 2,801 ) ( 1,827 ) ( 518 ) ( 473 ) ( 112 ) ( 22 ) ( 2,698 ) - ( 8,451 )
Balance at December 31, 2023 $ - $ 281,177 $ 140,884 $ 129,970 $ 50,177 $ 7,971 $ 259 $ 151,995 $ - $ 762,433
Carrying amounts at December 31, 2023 $ 185,606 $ 431,197 $ 55,118 $ 39,529 $ 8,568 $ 2,187 $ 8 $ 25,760 $ 23,449 $ 771,422
----- End of picture text -----

Continued on the next page

  • 237 -

Continued from the previous page

==> picture [425 x 159] intentionally omitted <==

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

Machinery
Land Buildings Equipmentand EquipmentR&D EquipmentsOffice Transportation Equipment ImprovementsLeasehold EquipmentOther Construction in Progress Total
Cost
Balance at January 1, 2022 $ 185,606 $ 699,227 $ 188,344 $ 121,972 $ 53,439 $ 9,875 $ 10,381 $ 171,787 $ - $ 1,440,631
Additions - 9,637 10,184 19,707 4,949 - - 12,477 12,097 69,051
Disposals - - ( 3,717 ) - ( 2,071 ) - - ( 658 ) - ( 6,446 )
Acquisition by business
combination - - 2,351 - 129 222 - 148 - 2,850
Disposal of subsidiaries - - - - ( 227 ) - - - - ( 227 )
Reclassify - - 919 5,076 - - - 11,133 ( 11,159 ) 5,969
Effect of foreign currency
exchange differences - 2,944 1,681 369 389 117 149 2,361 - 8,010
Balance at December 31, 2022 $ 185,606 $ 711,808 $ 199,762 $ 147,124 $ 56,608 $ 10,214 $ 10,530 $ 197,248 $ 938 $ 1,519,838
Accumulated depreciation
and impairment
Balance at January 1, 2022 $ - $ 225,917 $ 116,605 $ 116,349 $ 46,081 $ 7,746 $ 7,723 $ 154,721 $ - $ 675,142
Additions - 27,418 16,922 6,499 3,566 580 572 10,464 - 66,021
Disposals - - ( 3,441 ) - ( 2,065 ) - - ( 626 ) - ( 6,132 )
Disposal of subsidiaries - - - - ( 166 ) - - - - ( 166 )
Effect of foreign currency
exchange differences - 1,886 1,281 338 344 86 109 2,177 - 6,221
Balance at December 31, 2022 $ - $ 255,221 $ 131,367 $ 123,186 $ 47,760 $ 8,412 $ 8,404 $ 166,736 $ - $ 741,086
Carrying amounts at December 31, 2022 $ 185,606 $ 456,587 $ 68,395 $ 23,938 $ 8,848 $ 1,802 $ 2,126 $ 30,512 $ 938 $ 778,752
----- End of picture text -----

In 2023 and 2022 no impairment loss was recognised or reversed.

The above items of property,plant and equipment used by the Company are depreciated on a straight-line basis over the estimated useful lives ,as follows:

Buildings 50 years
Electrical System 10 years
Machinery and
equipment 3-10 years
R&D equipment 2-10 years
Office equipments 2-5 years
Transportation
equipment 5 years
Leasehold
improvements 3 years
Other equipment 2-6 years

Plesae refer to Note 33 for the amount of fixed assets pledged to secure loans.

14 LEASE ARRANGEMENTS

  • (A) Right-of-use assets
Right-of-use assets
Carrying amounts
Land
Transportation equipment
December31,2023
$ 31,318

229
$ 31,547
December31,2022




$ 32,896
546
$ 33,442
  • 238 -
Depreciation of right-of-use assets
Land
Transportation equipment
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 990
311
$ 1,301
2022




$ 996
312
$ 1,308

Plesae refer to Note 33 for the amount of right-of-use assets pledged to secure loans.

  • (B) Lease liabilities
loans.
Lease liabilities
Carrying amounts
Current portion
Noncurrent portion
December31,2023
$ 232
$ -
December31,2022


$ 310
$ 236

Ranges of discount rates for lease liabilities are as follows:

Transportation equipment December31,2023
1.83%
December31,2022
1.83%
  • (C) Material terms of right-of-use assets

The company has a lease of land use rights in Mainland China, which is valid for a term of 47 years.

(D) Other lease information

ther lease information
Expenses relating to short-term leases
Expenses relating to low-value assets
Excluding variable lease payments
from measuring lease liabilities
Total cash outflow for leases
Years Ended December 31



(
2023
$ 221
$ 182
$ 126
$ 845 )



(
2022
$ 376
$ 244
$ 80
$ 1,019 )
  • 239 -

15 INVESTMENT PROPERTIES

VESTMENT PROPERTIES
Cost
Balance at January 1, 2023
Disposals
Effect of foreign currency exchange
differences
Balance at December 31, 2023
Accumulated depreciation
Balance at January 1, 2023
Additions
Disposals
Effect of foreign currency exchange
differences
Balance at December 31, 2023
Carrying amounts at December 31, 2023
Cost
Balance at January 1, 2022
Effect of foreign currency exchange
differences
Balance at December 31, 2022
Accumulated depreciation
Balance at January 1, 2022
Additions
Effect of foreign currency exchange
differences
Balance at December 31, 2022
Carrying amounts at December 31, 2022
Buildings
$ 39,894
( 39,780 )
(
114)
$ -
$ 27,368
296
( 27,585 )
(
79)
$ -
$ -
$ 39,314

580
$ 39,894
$ 26,268
715

385
$ 27,368
$ 12,526

On 25 May 2022, AEON TECHNOLOGY (SHANG HAI) CO., LTD. sold investment properties and recognised a gain on disposal of investment properties of NT$ 57,261 thousand.

The lease terms for investment property range from 1 to 5 years. If the lessee exercises the option to extend the lease, the lessee agrees to adjust the rent in line with the market rent. The lessee has no preferential right to purchase the investment property at the end of the lease term.

Total future lease payments for investment property under operating leases are as follows:

  • 240 -
Year 1
Year 2
Year 3
Year 4
Year 5
December31,2023
$ -
-
-
-

-
$ -
December31,2022 December31,2022




$ 4,669
3,338
955
-
-
$ 8,962

Depreciation is provided on a straight-line basis over 20 years. The Company's investment property is located in Xuhui District, Shanghai, China.

The fair value of the investment properties has not been determined by independent valuers and the value per square metre has been determined solely by the Company's management based on similar market transaction prices in neighbouring regions.

Xuhui District, Shanghai December31,2023
$ -
December31,2022
$ 18,333

16 GOODWILL

GOODWILL
Cost
Balance at January 1, 2023
Acquisition by business combination
Impairment loss
Balance at December 31, 2023
Years Ended December 31
2023
$ 15,414
-
15,414)
$ -
2022

(



$ -
15,414
-
$ 15,414
  • 241 -

17 INTANGIBLE ASSETS

Cost
Balance at January 1, 2023
Additions
Effect of foreign currency
exchange differences
Balance at December 31, 2023
Accumulated amortization
and impairment
Balance at January 1, 2023
Additions
Effect of foreign currency
exchange differences
Balance at December 31, 2023
Carrying amounts at
December 31, 2023
Cost
Balance at January 1, 2022
Additions
Acquisition by business combination
Effect of foreign currency
exchange differences
Balance at December 31, 2022
Accumulated amortization
and impairment
Balance at January 1, 2022
Additions
Effect of foreign currency
exchange differences
Balance at December 31, 2022
Carrying amounts at
December 31, 2022
Computer
Software
$ 58,158
1,971
99)
$ 60,030
$ 49,564
5,996
99)
$ 55,461
$ 4,569
$ 49,597
7,605
878
78
$ 58,158
$ 45,494
3,995
75
$ 49,564
$ 8,594
Patents
$ 3,640
-
-
$ 3,640
$ 780
253
-
$ 1,033
$ 2,607
$ -
-
3,640
-
$ 3,640
$ -
780
-
$ 780
$ 2,860
Others
$ 2,708
-
-
$ 2,708
$ 2,160
241
-
$ 2,401
$ 307
$ 2,708
-
-
-
$ 2,708
$ 1,818
342
-
$ 2,160
$ 548
Total

(


(



































(


(








$ 64,506
1,971
99)
$ 66,378
$ 52,504
6,490
99)
$ 58,895
$ 7,483
$ 52,305
7,605
4,518
78
$ 64,506
$ 47,312
5,117
75
$ 52,504
$ 12,002

The above intangible assets are amortised on a straight-line basis over their

estimated useful lives as follows:

Computer Software 1-3 years Patents 5 years Others 5-10 years

  • 242 -

18 OTHER ASSETS

OTHER ASSETS
Current
Temporary payments
Other prepaid expenses
Prepayment for purchases
Prepaid income tax
Prepaid sales tax
Others
Non-current
Prepayment for equipment
December31,2023
$ 5,470
3,675
2,441
660
-
552
$ 12,798
$ 1,824
December31,2022
$ 4,153
4,232
5,110
-
7,763
1,269
$ 22,527
$ 2,604

19 BORROWINGS

  • (A) Short-term borrowings
Short-term borrowings
Unsecured borrowings
Credit Line Borrowing
December31,2023
$ 61,294
December31,2022
$ 61,400

Interest rates on revolving bank loans range from 1.35% to 7.10% and from 1.35% to 3.20% at 31 December 2023 and 2022 respectively.

  • (B) Long-term borrowings

==> picture [411 x 162] intentionally omitted <==

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

December31,2023 December31,2022
Secured and Unsecured
(Note 33)
Bank Borrowing (Remark 1) $ 96,330 $112,385
Government Professional Bank
Borrowing (Remark 2&3) 224,500 266,427
Less:Discounts on
government grants ( 1,789 ) ( 4,457 )
Less:Long-term borrowings-
current portion ( 68,983 ) ( 57,981 )
Long-term borrowings $ 250,058 $ 316,374
----- End of picture text -----

Remark 1:The long-term borrowings have a grace period of three years from the date of first drawdown in December 2019 for the first instalment of principal, with equal monthly instalments thereafter until December 2029. Interest rates range from 1.5759% to 2.019% and 0.930% to 1.8592% per annum for 2023 and 2022 respectively.

  • 243 -

Remark 2:The bank borrowings are government borrowings with preferential interest rates under the ‘Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan’. It is our understanding that these will mature in stages before February 2030. We would like to bring your attention to the fact that the annual interest rates are 1.46% to 1.90% minus the government subsidy rate of 0.97% to 1.14% and 1.62% minus the government subsidy rate of 1.13% for bank loans and 0.49% to 0.89% and 0.49% for bank loans and government subsidy rate of 1.13% for bank loans as of 31 December 2023 and 2022, respectively.

Remark 3: Includes secured and unsecured borrowings.

20 OTHER LIABILITIES

THER LIABILITIES
Current
Other payables
Payable for salaries
Payable for bonuses
Payable for leave benefits
Payable for equipment
Payable for service
Payable for Directors and
Employee
Others(Remark 1)
Others
Contract Liabilities
Others(Remark 2)
Total
December31,2023
$ 29,276
17,291
3,638
2,933
1,497
-
33,991
88,626
3,559
2,412
5,971
$ 94,597
December31,2022
$ 32,534
16,441
3,665
5,918
1,862
4,220
52,673
117,313
26,169
314
26,483
$143,796

Remark1:Includes commissions, shipping costs, property taxes, interest, insurance premiums and other liabilities.

Remark 2: Includes temporary credits and receipts.

21 RETIREMENT BENEFIT PLANS

(A) Defined contribution plans

The Company's pension plan, which falls under the Labor Pension Act (the “Act”), is a defined contribution plan that is administered by the government. The Company contributes 6% of the employees' monthly wages to their individual accounts at the Bureau of Labor Insurance.

  • 244 -

The employees of the Company's subsidiaries in Mainland China are members of a pension plan operated by the Mainland Chinese government. The subsidiary is required to contribute a percentage of its payroll to the plan to fund the plan. The Company's obligation to this government-sponsored pension plan is to contribute only a specified amount.

  • (B) Defined benefit plans

The Company has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company contributes an amount equal to 2% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The Funds are operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the Funds.

The amounts included in the consolidated balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit
obligation
Fair value of plan assets
Net defined benefit liability
December 31,2023
$ 15,144
(
5,685)
$ 9,459
December 31,2022 December 31,2022

(

(
$ 13,920

5,185)
$ 8,735

Movements in net defined benefit liabilities were as follows:

  • 245 -
Balance at January 1,2022
Net interest expense(income)
Recognized in profit or loss
Remeasurement
Return on plan
assets(excluding
amounts included in
net interest)
Actuarial gain arising
from changes in
financial
assumptions
Actuarial loss arising
from experience
adjustments
Recognized in other
comprehensive
loss(income)
Contributions from the
employer
Balance at December 31,2022
Net interest expense(income)
Recognized in profit or loss
Remeasurement
Return on plan
assets(excluding
amounts included in
net interest)
Actuarial gain arising
from changes in
financial
assumptions
Actuarial loss arising
from experience
adjustments
Recognized in other
comprehensive
loss(income)
Contributions from the
employer
Balance at December 31,2023
Present Value of
the Defined
Benefit Obligation
$ 14,164

73

73
-
(
1,035 )

718
(
317)

-

13,920

189

189
-
1,098
(
63)

1,035

-
$ 15,144
Fair Value of the
Plan Assets
($ 4,417)
(
31)
(
31)
(
231 )
-

-
(
231)
(
506)
(
5,185)
(
74)
(
74)
(
37 )
-

-
(
37)
(
389)
( $ 5,685 )
Net Defined
Benefit Liabilities
$ 9,747

42

42
(
231 )
(
1,035 )

718
(
548)
(
506)

8,735

115

115
(
37 )
1,098
(
63)

998
(
389)
$ 9,459

Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to the following risks:

1)Investment risk: The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the

  • 246 -

discretion of the government’s designated authorities or under the mandated management. However, under the R.O.C. Labor Standards Law, the rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return.

  • 2)Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.

  • 3)Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rates
Expected rates of salary increase
December 31,2023
1.25%
3.00%
December 31,2022
1.36%
2.50%

It is to be hoped that, if possible, reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:

follows:
Discount rates
0.25% increase
0.25% decrease
Expected rates of salary increase
0.25% increase
0.25% decrease
December 31,2023
( $ 405 )
$ 421
$ 406
( $ 393 )
December 31,2022
(


(
(


(
$ 391 )
$ 406
$ 394
$ 382 )
  • 247 -

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to
the plans for the next year
Average duration of the
defined benefit obligation
December 31,2023
$ 45
11.12 years
December 31,2022
$ 519
11.68 years

22 EQUITY

  • (A) Capital stock
Authorized shares (in
thousands)
Authorized capital
Issued and fully paid shares
(in thousands)
Issued capital
December 31,2023
200,000
$ 2,000,000
120,481
$ 1,204,804
December 31,2022
200,000
$ 2,000,000
120,481
$ 1,204,804

The par value of issued common shares is NT$10 per share. A holder of

common shares has one vote for each common share and is entitled to receive dividends.

The authorized shares include 2,000 thousand shares allocated for the exercise of employee stock options.

  • (B) Capital surplus
Capital surplus
May be used to offset a deficit,
distributed as cash dividends, or
transferred to share capital
(Remark 1)
Additional paid-in capital
From convertible bonds
Treasury share transactions
May not be used for any purpose
Additional paid-in gain
on disposal of assets
December 31,2023
$115,958
77,396
7,672

425
$201,451
December 31,2022
$115,958
77,396
7,672
425
$201,451
  • 248 -

Remark 1:Such capital surplus may be used to offset a deficit; in addition,when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital(limited to a certain percentage of the Company’s capital surplus and to once a year.)

(C) Retained earnings and dividends policy

Under the dividends policy as set forth in the Articles, where the Company generates a profit at the end of each fiscal year, it shall first allocate funds for tax provisions to cover any deficits, and then set aside 10% as the legal reserve, However, if the legal reserve has already reached the Company's paid-in capital, no further allocation shall be made. If there is any remaining surplus after the special reserve is set aside or reversed in accordance with the law or the regulations of the competent authority, the Board of Directors shall prepare a proposal for the appropriation of the surplus and submit it to the shareholders' meeting for resolution, taking into account the accumulated undistributed surplus from previous years. Refer to note 24-8 for the Company's policy on the distribution of remuneration to employees and directors as set out in the Company's Articles of Association.

The Company's Articles of Association state that the dividend policy shall be consistent with the Company's present and future development plans, capital requirements and long-term financial planning, as well as the Company's business objectives of sustainable operations, the pursuit of the long-term interests of shareholders and stable operating performance, and that the Company shall distribute to shareholders part or all of its distributable profits, including cash dividends of not less than 10% of the distributable dividends for the year.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

As of December 31, 2022, the Company's deficit was to be covered. On June 27, 2022, the stockholders' meeting resolved not to distribute earnings

  • 249 -

for fiscal year 2021 and to use legal reserve to cover the deficit of $13,055 thousand and capital surplus to cover the deficit of $21,412 thousand.

The appropriation of profit for the year ended 31 December 2023, as resolved by the shareholders at the Annual General Meeting on 19 June 2023, was as follows:

Legal reserve
Cash dividends
Cash dividend per share (NT$)
Years Ended
December 31
2022
$ 3,398
$ 24,096
$ 0.2

As at 31 December 2023, the company had a loss to be covered. On 15 March 2024, the Board of Directors proposed not to distribute profits and to use the legal reserve to cover a loss of $3,398 thousand, and capital surplus to cover the loss of $111,182 thousand.

The appropriation of the loss for the year 2023 is subject to the approval of the Annual General Meeting of Shareholders, which is expected to be held on 26 June 2024.

(D) Special reserves

Special reserves
Beginning and end of year
balances
Years Ended December 31
2023
$ 104,610
2022
$ 104,610

As the increase in retained earnings resulting from the first-time adoption of IFRS was not sufficient to provide for, a special reserve has been created only for the increase in retained earnings of $104,610 thousand resulting from the transition to IFRS. The special reserve for exchange differences arising on the translation of the financial statements of foreign operating companies (including subsidiaries) is released in proportion to the Company's share of the difference and is released in full when the Company loses its significant influence. When profit is distributed, a special reserve is created for the difference between the net decrease in other equity at the end

  • 250 -

of the period and the amount of the special reserve created for the first time under IFRS. If the balance of other equity is subsequently reversed, the reversed portion may be distributed as an appropriation of retained earnings.

  • (E) Other equity items

  • 1) Exchange differences on the translation of the financial statements of foreign operations

Exchange differences arising on the translation of the net assets of foreign operations from their functional currency to the presentation currency, the New Taiwan dollar, are recognised in other comprehensive income as cumulative translation differences on the financial statements of foreign operations. Exchange differences previously arising on the translation of the financial statements of foreign operations are reclassified to profit or loss on disposal of the foreign operations.

  • 2) Unrealized valuation gain (loss) on financial assets at FVTOCI.
Balance at January 1
Recognized for the year
Unrealized gain
-equity insrruments
Balance at December 31
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 6,177
564
$ 6,741
2022




$ 5,964
213
$ 6,177
  • (F) Non-controlling interests
Non-controlling interests
Balance at January 1
Net loss for the year
Increase in non-controlling
interests from acquisition of
HANG JIAN(Note 28)
Decrease in non-controlling
interest in return of CLICK
capital reduction
Disposal of non-controlling
interests decreased by
CLICK(Note 29)
Balance at December 31
Years Ended December 31
2023
$ 21,975
(
5,679 )
-
-

-
$ 16,296
2022
$ 3,029
(
3,252 )
24,939
(
2,324 )
(
417)
$ 21,975
  • 251 -

23 NET REVENUE

T REVENUE
Years Ended December 31
2023
2022
Disaggregation of revenue from
contracts with customers
Revenue from the sale of goods
$ 1,401,492
$ 1,981,157
) Contact balances
December 31,2023
December 31,2022
December 31,2021
Notes and Trade
receivables(Note 9)
$ 438,409
$ 810,540
$ 577,006
Contact liabilities(Note20)
Sale of goods
$ 3,559
$ 26,169
$ 19,848
Years Ended December 31
2022
$ 1,981,157
December 31,2021
$ 577,006
$ 19,848
  • (A) Contact balances

  • (B) Disaggregation of revenue

==> picture [412 x 268] intentionally omitted <==

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

Years Ended December 31
Product 2023 2022
Wireless radio
communication devices $ 1,116,424 $ 1,623,506
Electronic and optical
communication components 219,894 241,699
Electronic signal connection
devices 59,568 107,565
Electronic products 5,606 8,387
$ 1,401,492 $ 1,981,157
Years Ended December 31
Geography 2023 2022
Asia $ 1,314,116 $ 1,908,803
America 84,267 69,240
Europe 3,109 3,102
Other - 12
$ 1,401,492 $ 1,981,157
----- End of picture text -----

24 NET CONTINUING OPERATING PROFIT

  • (A) Other Gains And Losses, Net
Other Gains And Losses, Net
Gain (Loss) from disposal of
property, plant and equipment
Years Ended December 31
( 2023
$ 51 )
2022
$ 93
  • (B) Interest Income

Years Ended December 31

  • 252 -
Bank deposits
Other Income
Rental Income
Others
Investment Properties
(Note 15)
Deferred Income from
Government Grants
Compensation Income
(Note 32)
Income from Government Grants
Others
2023
2022
$ 8,065
$ 1,798
Years Ended December 31
2023
2022
$ 8,065
$ 1,798
Years Ended December 31
2023
2022
$ 8,065
$ 1,798
Years Ended December 31
2023
$ 2,432
1,521
1,947
$ 600
45
14,120
$ 20,665
2022
$ 2,442
4,723
3,882
$ 52,077
108
20,000
$ 83,232

(C) Other Income

(D) Other Gains and Losses
Gains on disposals of investment
property
Foreign exchange gain,Net
Gain on disposal of investments
Impairment loss of Non-Financial
assets
Others
(E) Finance costs
Interest on Bank Loans
Interest on Lease liabilities
Years Ended December 31 Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
2022
$ 57,261
$ -
13,831
37,540
3,887
-
( 15,414 )
( 102,219 )
(
2,974)
(
996)
$ 56,591
($ 65,675)
Years Ended December 31
2022
2023
$ 13,147
7
$ 13,154
2022
$ 7,604
5
$ 7,609
  • 253 -

(F) Depreciation and amortisation

Depreciation and amortisation
Property, plant and equipment
Right-of-use Assets
Investment Properties
Intangible Assets
Total
An analysis of depreciation
by function
Operating costs
Operating expenses
An analysis of amortisation
by function
Operating costs
Selling and marketing
expenses
General and administrative
expenses
Research and development
expenses
Years Ended December 31
2023
$ 69,417
1,301
296
6,490
$ 77,504
$ 45,751
25,263
$ 71,014
$ 916
695
1,729
3,150
$ 6,490
2022
$ 66,021
1,308
715
5,117
$ 73,161
$ 44,398
23,646
$ 68,044
$ 641
292
2,262
1,922
$ 5,117

(G) Employee benefits expense

Employee benefits expense
Short-term benefits
Post-employment benefits
(Note21)
Defined contribution plan
Defined benefit plans
Other employee benefits
Total
An analysis of employee
benefits expense by
function
Operating costs
Operating expenses
Years Ended December 31
2023
$401,054
11,002
115
11,117
14,375
$426,546
$178,217
248,329
$426,546
2022
$440,890
10,114
42
10,156
17,028
$468,074
$231,207
236,867
$468,074
  • 254 -

(H) Compensation of employees and remuneration of directors

In accordance with the Company's Articles of Association, between 10% and 20% of the Company's profit before tax, before deduction of employee and director emoluments, is appropriated to employees and no more than 3% of the Company's director emoluments for the current year.

The net loss before tax for the year 2023 has not been the subject of an estimate for employee remuneration and directors' remuneration.

The estimated employee and director remuneration for the 2022 financial year was approved by the Board of Directors on 27 March 2023 as follows:

Accrual rate

Accrual rate
Compensation of employees
Remuneration of directors
Years Ended
December 31
2022
10%
3%

Amount

Amount
Compensation of employees
Remuneration of directors
Years Ended
December 31
2022

Cash
$ 3,246
$ 974

If there is a change in the amounts after the consolidated financial statements are authorised for issue, the differences are recorded as changes in accounting estimates and adjusted in the following year.

There is no difference between the actual amount of employee and director remuneration paid and the amounts recognised in the financial statements for the years ended 31 December 2022 and 2021.

In the 2021 financial year, the net loss before tax was not estimated and therefore the employee and director remuneration was not estimated.

  • 255 -

For information on the remuneration of employees and directors as determined by the Board of Directors, please refer to the Market Observation Post System website of the Taiwan Stock Exchange.

  • (I) Exchange of foreign currencies
Exchange of foreign currencies
Foreign Exchange Gain
Foreign Exchange Loss
Net Gains
Years Ended December 31
2023
$ 39,075

25,244)
$ 13,831
2022
( ( $ 65,944

28,404)
$ 37,540

25 INCOME TAX

  • (A) Income tax expense recognized in profit or loss

Income tax expense consisted of the following:

Current income tax expense
Current tax expense
recognized in the current
year
Income tax adjustments on
prior years
In respect of the current year
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 3,140
-
$ 3,140
2022


(
(
$ -

5,187)
$ 5,187)

A reconciliation of income before income tax and income tax expense recognized in profit or loss was as follows:

Income before tax
Income tax expense at the
statutory rate
Deductible benefit for tax purposes
Deductible expenses for tax purposes
Taxable income for tax purposes
Temporary difference
Income tax credits
Adjustments for prior year’s tax
Income tax expense
recognized in profit or loss
Years Ended December 31 Years Ended December 31
2023
( $ 122,604 )
( $ 10,110 )
(
5,534 )
( 20,444 )
6,548
(
8,934 )
41,614

-
$ 3,140
2022
$ 24,989
$ 4,621
(
398 )
-
4,177
1,857
( 10,257 )
(
5,187)
( $ 5,187 )
  • 256 -

(B) Income tax examination

The tax authorities have examined income tax returns of the Company through 2021.

26 EARNINGS PER SHARE

through 2021.
RNINGS PER SHARE
Basic and Diluted EPS Years Ended December 31
( 2023
$ 1.00 )
2022
$ 0.28

The profit and weighted average number of ordinary shares in issue used in the calculation of earnings per share are as follows:

Net Profit for the Year

Net Profit for the Year
Earnings used in the computation
of basic and diluted earnings
per share
Years Ended December 31
( 2023
$ 120,065 )
2022
$ 33,428

The weighted average number of ordinary shares in issue was as follows (in thousands):

thousands):
Weighted average number of
ordinary shares used in the
computation of basic earnings
per share
Effect of potentially dilutive
ordinary shares:
Compensation of employees
Weighted average number of
ordinary shares used in the
computation of diluted
earnings per share
Years Ended December 31
2023
120,481
-
120,481
2022




120,481
176
120,657

The company will make a loss for the year. The inclusion of the effect of employee share options would have an anti-dilutive effect and has therefore been excluded from the calculation of diluted earnings per share.

The company may settle employee share awards in cash or shares and therefore the company assumes that all awards will be settled in shares and the

  • 257 -

resulting potential shares are included in the weighted average number of shares outstanding used in the calculation of diluted earnings per share as the effect is dilutive. The dilutive effect of the potential shares is included in the calculation of diluted earnings per share until the number of shares to be issued to employees is determined in the following year.

27 GOVERNMENT GRANTS

As of 31 December 2023, the Company has received a preferential government loan of NT$226,289 thousand from the “Action Plan for Welcoming Overseas Taiwanese Businesses to Return to Invest in Taiwan” for capital expenditure and operating turnover. The loan will be repaid in full in instalments over a period of five to ten years. At the time of borrowing, the market interest rate was 1.23% and 0.97% respectively. Based on this, the fair value of the loan is estimated to be NT$224,500 thousand. The difference between the amount obtained and the fair value of the loan is NT$1,789 thousand, which is regarded as a government low-interest loan and recognized as deferred income.

28 BUSINESS COMBINATIONS

  • (A) Subsidiaries acquired
HANG JIAN
TECHNOLOGY
CO., LTD.(HANG
JIAN)
Principal
Activity
The application-related
business for unmanned
aerial vehicles was
integrated.
Date of
Acquisition
April ,2022
Proportion
of Voting
Equity
Interests
Acquired(%)
50.12
Consideration
transferred
$ 40,470

In order to expand the Company's diversified business and combine the development of unmanned carrier and antenna products, the Company participated in the capital increase of HANG JIAN with cash in March 2022 and completed the relevant business registration procedures in April.

  • (B) Consideration transferred

HANG JIAN Cash paid $ 40,470

  • (C) Assets acquired and liabilities assumed at the date of acquisition

  • 258 -

Current Assets
Cash and cash equivalents
Notes and Trade receivables
Income tax assets for the period
Inventories
Prepayments and Other Current Assets
Non-Current Assets
Property, Plant, and Equipment
Intangible Assets
Refundable deposits
Current Liabilities
Other payables
Long-term Borrowings-Current Portion
Accrued expenses and Other Current Liabilities
Non-Current Liabilities
Long-term Borrowings
HANGJIAN
$ 37,805
1,578
49
3,998
220
2,850
4,518
1,347
(
262 )
(
902 )
(
641 )
(
565)
$ 49,995
  • (D) Non-controlling interests

The non-controlling interest in HANG JIAN was quantified as net equity at

the time of acquisition, representing 49.88% ownership interest.

  • (E) Goodwill resulting from the acquisition of assets
Goodwill resulting from the acquisition of assets
Consideration transferred
AddNon-controlling interests
LessFair value of identifiable net assets acquired
Goodwill arising from acquisitions
HANGJIAN


(
$ 40,470
24,939
49,995)
$ 15,414
  • (F) Net cash inflow on the acquisition of subsidiaries
Net cash inflow on the acquisition of subsidiaries
Consideration paid in cash
Less: Cash and Cash Equivalent Balance.
HANGJIAN

(
$ 40,470
37,805)
$ 2,665

29 DISPOSAL OF SUBSIDIARY

The sale of the entire 76.77% stake in CLICK and the loss of control of CLICK occurred in June 2022.

  • (A) Consideration transferred
Cash and cash equivalents CLICK
$ 1,379
  • 259 -

(B) An analysis of the assets and liabilities in the event of a loss of control.

Current Assets
Cash and cash equivalents
Trade receivables
Inventories
Other receivables
Others
Non-Current Assets
Property, plant, and equipment
Intangible assets
Refundable deposits
Current Liabilities
Trade payables
Other accrued expenses payable
Others
Non-current liabilities
Deferred revenue
Guarantee deposits
Net assets disposed
CLICK
$ 1,136
512
986
2
429
61
13

63

3,202
( $ 4 )
(
1,056 )
(
327 )
(
11 )
(
8)
(
1,406)
$ 1,796
  • (C) Gain of subsidiary
Gain of subsidiary
Consideration received
Add: Non-controlling interests
Less:Fair value of identifiable net assets acquired
Gain (Loss) from disposal
Net cash inflow on the disposal of subsidiary
Consideration received in Cash and cash equivalent
LessCash and Cash Equivalent Balance.
CLICK

(
$ 1,379
417

1,796)
$ -
CLICK

(
$ 1,379

1,136)
$ 243
  • (D) Net cash inflow on the disposal of subsidiary

30 CAPITAL MANAGEMENT

The company manages its capital to ensure that it is able to maximise returns to shareholders by optimising its debt and equity balances on a going concern basis. There have been no significant changes to the Company's overall strategy.

  • 260 -

The Company's capital structure consists of the Company's equity (i.e. share capital, share premium, retained earnings and other equity items).

The Company is not subject to any other external capital requirements.

  • 31 FINANCIAL INSTRUMENTS

  • (A) Fair value of financial instruments not measured at fair value

Management believes that the carrying amounts of financial assets and financial liabilities that are not measured at fair value approximate their fair values.

  • (B) Fair value of financial instruments measured at fair value on a recurring basis.

  • 1) Fair value hierarchy

December 31, 2023

December 31, 2023
Financial assets at
FVTOCI
Investments in equity
instruments
Unlisted shares
December 31, 2022
Financial assets at
FVTOCI
Investments in equity
instruments
Unlisted shares
Level 1
$ -
Level 1
$ -
Level 2
$ -
Level 2
$ -
Level 3
$ 35,101
Level 3
$ 34,537
Total
$ 35,101
Total
$ 34,537

December 31, 2022

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

  • 261 -

For the year ended December 31,2023

For the year ended December 31,2023
Financial Assets
Balance at January 1,2023
Recognized in other comprehensive
income
Balance at December 31,2023
Financial Assets
at FVTOCI
Equity Instruments


$ 34,537
564
$ 35,101

For the year ended December 31,2022

For the year ended December 31,2022
Financial Assets
Balance at January 1,2022
Recognized in other comprehensive
income
Capital reduction and return of shares
Balance at December 31,2022
Financial Assets
at FVTOCI
Equity Instruments

(
$ 35,564
213

1,240)
$ 34,537

3) Valuation techniques and inputs applied for Level 3 fair value measurement.

Taiwan's unquoted equity investments are valued using the income approach. The income approach is based on the expected future earnings of the underlying assets discounted at the cash flow rate using an annual discount rate, and the cash flow rate is projected over five years using a flat growth rate to calculate the present value of the expected earnings to be generated by the investment.

  • (C) Categories of financial instruments
Financial assets
Amortized cost(Remark 1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Amortized cost(Remark 2)
December 31,2023
$ 963,629
35,101
647,895
December 31,2022
$ 1,091,805
34,537
924,564

Remark 1: The balances include financial assets at amortized cost, which comprise cash, cash equivalents, financial assets at amortized cost

  • 262 -

notes and trade receivables, other receivables and refundable deposits. Those reclassified to held-for-sale disposal groups are also included.

Remark 2: The balances include financial liabilities at amortized cost, which comprise Short-term borrowings, long-term borrowings-current portion, long-term borrowings ,notes and trade payable, other payables and guarantee deposits. Those reclassified to held-for-sale disposal groups are also included.

  • (D) Financial risk management objectives and policies

The Company's principal financial instruments include equity, cash, notes and accounts receivable, bank borrowings and notes and accounts payable. The company's financial management department supports each business unit in monitoring and managing the financial risks associated with the company's operations through internal risk reports that analyse risks according to their degree and breadth. These risks include market risk (including foreign exchange and interest rate risk), credit risk and liquidity risk.

The Company uses derivative financial instruments to hedge its exposures and to mitigate the effects of these exposures. The use of derivative financial instruments is governed by policies approved by the Board of Directors, which cover foreign exchange risk, interest rate risk, credit risk, the use of derivative and non-derivative financial instruments and written policies for the investment of excess liquidity. Compliance with these policies and the level of risk are monitored on an ongoing basis by the internal auditors. The Company has not traded financial instruments (including derivative financial instruments) for speculative purposes.

The Financial Management Department reports quarterly to the Company's Board of Directors, an independent body responsible for monitoring risk and implementing risk mitigation strategies.

  • 263 -

1) Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (1) below) , interest rates (see (2) below) and other prices. (see (3) below)

There has been no change to the Company’s exposure to market risks or the manner in which these risks are managed and measured.

(1) Foreign currency risk

The Company is exposed to foreign exchange risk from sales and purchases denominated in foreign currencies.

The Company balances net assets and liabilities in foreign currencies using economic hedges to avoid fluctuations in future cash flows due to changes in exchange rates.

The carrying amounts of monetary assets and liabilities denominated in non-functional currencies at the balance sheet date are disclosed in Note 34.(Monetary items that include non-functional currency-denominated items that have been eliminated in the consolidated financial statements.)

Sensitivity analysis

The Company is primarily affected by fluctuations in the exchange rates of the USD and the RMB.

The following table details the Company’s sensitivity to a 1% increases and decrease in the New Taiwan dollar (i.e., the functional currency) against the relevant foreign currencies. The sensitivity analysis takes into account monetary items in foreign currencies in circulation and adjusts the period-end translation for a 1% change in exchange rates. The following table shows the changes in profit before tax that would occur if the functional currency were to weaken by 1% against the respective currencies. The sensitivity analysis includes cash, trade and other receivables, short-term borrowings, trade payables and other payables.

  • 264 -

USD Impact RMB Impact For the Year Ended December 31 For the Year Ended December 31 2023 2022 2023 2022 Profit or loss $ 4,087(i) $ 6,196(i) $ 266 (ii) $ 406 (ii)

  • (i) This arises mainly from the Company outstanding USD-denominated receivables, payables and borrowings at the balance sheet date, which are not hedged against cash flows.

  • (ii) Mainly due to the Company's RMB-denominated receivables and payables outstanding at the balance sheet date which are not hedged against cash flows.

  • (2) Interest rate risk

Interest rate risk arises when the Company borrows funds at both fixed and floating rates. The Company manages its interest rate risk by maintaining an appropriate mix of fixed and floating rates.

The carrying amounts of the Company’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting periods were as follows:

reporting periods were as follows:
Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31 2023
$ 12,307
232
509,315
380,335
December 31 2022
$ -
546
272,825
435,755

Sensitivity analysis

The following sensitivity analyses are based on the interest rate risk of non-derivative instruments at the balance sheet date. For floating rate assets and liabilities, the analysis assumes that the amounts of assets and liabilities outstanding at the balance sheet date were outstanding during the period.

  • 265 -

If interest rates had increased or decreased by 1%, the Company's pre-tax net (loss) income would have decreased by NT$1,290 thousand and NT$1,629 thousand for the years ended 31 December 2023 and 2022, respectively, primarily due to the Company's exposure to interest rate risk on its variable rate net assets and liabilities, with all other variables held constant.

  • (3) Other price risk

The Company's equity instruments are exposed to price risk primarily from investments in financial assets at fair value through other comprehensive income.

Sensitivity analysis

The following sensitivity analysis is based on the equity price risk at the balance sheet date.

If equity prices had been 0.1% higher/lower, the post-tax other comprehensive income for the years ended 31 December 2023 and 2022 would have increased/ decreased by NT$351 thousand and NT$345 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

  • 2) Credit risk

Credit risk is the risk of financial loss resulting from the failure of counterparties to meet their contractual obligations. At the balance sheet date, the Company's maximum exposure to credit risk (not taking into account collateral or other credit enhancement instruments and not taking into account the maximum amount of irrevocable commitments), which could result in financial loss due to the failure of counterparties to meet their contractual obligations, and the Company's provision of financial guarantees, was mainly attributable to the following:

  • (1) The carrying amount of consolidated financial assets recognised in each balance sheet.

  • (2) The amount of contingent liabilities arising from financial guarantees issued by the Company.

  • 266 -

The Company uses other publicly available financial information and mutual transaction records to evaluate major customers. The Company monitors credit risk and counterparty creditworthiness on an basis transaction amounts across ongoing and spreads total creditworthy customers and controls credit risk through counterparty credit limits which are reviewed and approved by management on an annual basis.

  • 3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Company relies on bank borrowings as a significant source of liquidity. As at 31 December 2023 and 2022, the Company's unused short-term bank facilities amounted to NT$777,519 thousand and NT$812,475 thousand, respectively.

The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments, including principal and interest.

December 31, 2023

December 31, 2023
Non-derivative financial
liabilities
Short-term borrowings
Long-term borrowings -
current portion
Notes and Trade payable to
unrelated parties
Lease liabilities
Accrued expenses and other
current liabilities
On Demand or
Less than 1
Month
$ 61,294
5,749
72,828
26

39,415
$ 179,312
1 ~3 Months
$ -
17,246
109,770
52
64
$ 127,132
3 Months to 1
Year
$ -
45,988
42,034
156

507
$ 88,685
More Than 1
Years
$ -
250,058
2,505
-

-
$ 252,563
Total
$ 61,294
319,041
227,137
234
39,986
$ 647,692

Further information on the maturity analysis of the above financial liabilities was as follows:

  • 267 -
Less Than 1
Year
Variable interest
rate liabilities
$ 130,277
Lease liabilities

234
$ 130,511
December 31, 2022
Less Than 1
Year
1-5 Years
$ 203,219
-
$ 203,219
More Than 5
Years
More Than 5
Years
Total




$ 46,839
-
$ 46,839


$ 380,335
234
$ 380,569
December 31, 2022
Non-derivative financial
liabilities
Short-term borrowings
Long-term borrowings -
current portion
Notes and Trade payable to
unrelated parties
Lease liabilities
Accrued expenses and other
current liabilities
On Demand or
Less than 1
Month

1 ~3 Months
$ 61,400
10,634
185,067
53
416
$ 257,570
3 Months to 1
Year
$ -
44,898
131,277
238

937
$ 177,350
More Than 1
Years
$ -
316,374
1,507
238

-
$ 318,119
Total
$ -
2,449
103,781
26
65,261
$ 171,517
$ 61,400
374,355
421,632
555
66,614
$ 924,556

Further information on the maturity analysis of the above financial liabilities was as follows:

Variable interest
rate liabilities
Lease liabilities
Less Than 1
Year
1-5 Years
$ 227,094
238
$ 227,332
More Than 5
Years
More Than 5
Years
Total


$ 119,381
317
$ 119,698




$ 89,280
-
$ 89,280


$ 435,755
555
$ 436,310

32 RELATED PARTY TRANSACTIONS

The significant transactions between the Company and its related parties, other than those disclosed in other notes, are summarized as follows:

  • (A) Related party name and categories

Related Party Name LIN CHI SHENG

Related Party Categories Key management personnel (Non-related party since June 10,2022)

  • (B) Others
) Others
Key management personnel General and administrative
Years Ended December 31
2023
$ -
2022
$ 29
  • 268 -
LIN CHI SHENG Other Income Other Income Other Income
Years Ended December 31
2023
$ -
2022
$ 52,077

Leases between related parties, including determining and collecting rental payments, are consistent with standard leases.

The Company's directors, Mr LIN,CHI-SHENG (who has resigned from the Board with effect from 10 June 2022), Mr CHANG,HUNG-YI and Mr PENG,CHAO-CHANG, have been indicted by the Hsinchu District Prosecutor's Office in Taiwan for allegedly violating the Securities and Exchange Act. The Company has filed a criminal and ancillary civil lawsuit with the Hsinchu District Court in Taiwan against the above named defendants for alleged violation of the Securities and Exchange Act and has requested the above named defendants to compensate the Company for losses of US$3,686 thousand and NT$6,934 thousand, which has been referred to the civil court for adjudication. Compensation income of NT$600 thousand and NT$52,077 thousand was recognised in fiscal years 2023 and 2022, respectively.

  • (C) Remuneration of key management personnel
Short-term employee benefits
Post-employment benefits
Other benefits
Years Ended December 31 Years Ended December 31 Years Ended December 31
2023
$ 25,480
758
1,110
$ 27,348
2022
$ 27,411
987
766
$ 29,164

The compensation to directors and other key management personnel were determined by the Compensation Committee of the Company in accordance with the individual performance and market trends.

(D) Endorsement and Guarantee provided

Please refer to Attachment 35 for the Status of Endorsement and Guarantee.

  • 269 -

33 ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings, tariff guarantee for imported raw material:

Buildings
Freehold Land
Right-of-use Assets
December31,2023
$405,329
185,606
31,318
$622,253
December31,2022 December31,2022
$426,965
185,606
32,896
$645,467

34 SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was summarized according to the foreign currencies other than the functional currency of the Company. The exchange rates disclosed were used to translate the foreign currencies into the functional

currency. The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2023

currencies were as follows:
December 31, 2023
Financial assets
Monetary items
USD
RMB
JPY
HKD
Financial liabilities
Monetary items
USD
RMB
JPY
Foreign
Currencies
$ 16,879
6,597
15,720
435
3,569
442
17,291
Exchange Rate
30.7050
4.3270
0.2172
3.9290
30.7050
4.3270
0.2172
Carrying
Amount
$ 518,270
28,545
3,414
1,709
$ 551,938
$ 109,586
1,913
3,756
$ 115,255

Continued on the next page

  • 270 -

Continued from the previous page

December 31, 2022

December 31, 2022
Financial assets
Monetary items
USD
RMB
JPY
HKD
Financial liabilities
Monetary items
USD
RMB
JPY
Foreign
Currencies
$ 22,878
9,902
25,455
434
Foreign
Currencies
$ 2,703
695
25,398
Exchange Rate
30.7100
4.4080
0.2324
3.9380
Exchange Rate
30.7100
4.4080
0.2324
Carrying
Amount
$ 702,583
43,648
5,916
1,709
$ 753,856
Carrying
Amount
$ 83,009
3,064
5,902
$ 91,975

The company is mainly exposed to the USD and the RMB. The following information is presented in summary form based on the functional currencies of the individuals who hold foreign currencies. The disclosed exchange rates represent the rates at which the functional currencies are translated into the presentation currency. The significant realised and unrealised foreign exchange gains (losses) were as follows:

gains (losses) were as follows:
Functional
Currency
NTD
RMB
For the Year Ended December 31
2023 Net Foreign
Exchange Gain
(Loss)
$ 14,214
(
383 )
$ 13,831
2022
Exchange Rate
(Functional Currency:
Presentation Currency)
1NTDNTD
4.396RMBNTD
Exchange Rate
(Functional Currency:
Presentation Currency)
Net Foreign
Exchange Gain
(Loss)
$ 41,384
(
3,844 )
$ 37,540
( 1NTDNTD
4.422RMBNTD
$ 41,384
3,844 )
$ 37,540

35 ADDITIONAL DISCLOSURES

  • (A) Following are the additional disclosures required by the Securities and Futures Bureau for the Company:

  • 1) Lending Funds to Other Parties: See Table 1 attached.

  • 2) Endorsement/guarantee provided: See Table 2 attached.

  • 271 -

  • 3) Marketable securities held (excluding investments in subsidiaries and associates) : See Table 3 attached.

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None.

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

  • 6) Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None.

  • 7) Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: See Table 4 attached.

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.

  • 9) Information about the derivative financial instruments transaction: None.

  • 10) Information about the intercompany relationships and significant intercompany transactions: See Table 6 attached.

  • (B) Names, locations, and related information of investees over which the Company exercises significant influence (excluding information on investment in mainland China) See Table 5 attached.

  • (C) Information on investment in mainland China

  • 1) The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on investee: See Table 7 attached.

  • 2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in mainland China on financial reports: See Table 6 attached.

  • 272 -

  • (D) Information of major shareholder:List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder:None.

  • 36 OPERATING SEGMENTS INFORMATION

     - The information provided to the chief operating decision maker for the purpose of allocating resources and evaluating departmental performance is focused on each type of product or service delivered or provided. The Company's reportable segments are as follows:
    
    • (a)The Business Division of Wireless Radio Communication Devices and Electronic Signal Connection Devices.

    • (b) The Business Division of Trading Agent Parts and Accessories. The operating department profit or loss of the company is primarily gauged by operating profit or loss and serves as a foundation for performance evaluation. Furthermore, there are no material inconsistencies between the accounting policies employed by the operating departments and the significant accounting policies set forth in Note 4.

  • (A) Departmental Revenue and Operating Results The following section presents a detailed analysis of the revenues and results of operations of the Company's continuing business units, disaggregated by reportable segment:

reportable segment:
Wireless radio communication
devicesElectronic signal
connection devices and
Electronic products
Trading Agent Parts and
Accessories
Continuing Operating Units
Unapportioned amount:
Operating expenses
Other gains and losses
Non-operating income and expenses
Profit Before Income Tax
Departmental Revenue
Years Ended December 31
2023
2022
$ 1,245,837
$ 1,808,282
155,655
172,875
$ 1,401,492
$ 1,981,157
Department profit and loss
Years Ended December 31
2023
$ 1,245,837
155,655
$ 1,401,492
2023
$ 203,768
17,573
221,341
416,061 )
51 )
72,167
$ 122,604 )
2022

(
(
(

(
$ 359,891
20,320
380,211
372,772 )
93
17,457
$ 24,989

Departmental revenue is defined as the profit earned by each department, with the exclusion of allocable operating expenses, non-operating income

  • 273 -

and gains, as well as non-operating expenses and losses. This measurement is provided to the chief operating decision maker for the purpose of allocating resources to the departments and evaluating their performance.

  • (B) Total assets of the department

The measurement amounts of the Company's assets have not been provided to the chief operating decision maker, therefore the measurement amounts of segment assets are zero.

(C) Revenue from major products

The following is an analysis of the Company’s revenue from continuing operations from its major products.

==> picture [412 x 141] intentionally omitted <==

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

Years Ended December 31
Product 2023 2022
Wireless radio
communication devices $ 1,116,424 $ 1,623,506
Electronic and optical
communication components 219,894 241,699
Electronic signal connection
devices 59,568 107,565
Electronic products 5,606 8,387
$ 1,401,492 $ 1,981,157
----- End of picture text -----

(D) Geographic information

The Company’s revenue from continuing operations from external customers

by location of operations and information on its non-current assets by location of assets are detailed as follows:

Asia
Taiwan
America
Europe
Other
Revenue from External
Customers
Years Ended December 31
2023
2022
$ 834,175
$ 1,293,915
479,941
614,888
84,267
69,240
3,109
3,102
-

12
$ 1,401,492
$ 1,981,157
Revenue from External
Customers
Years Ended December 31
2023
2022
$ 834,175
$ 1,293,915
479,941
614,888
84,267
69,240
3,109
3,102
-

12
$ 1,401,492
$ 1,981,157
Non-current Assets Non-current Assets Non-current Assets
December 31
2023
$ 834,175
479,941
84,267
3,109
-
$ 1,401,492
2023
$ 152,570
661,467
$ 814,037
2022








$ 182,531
673,148
-
-
-
$ 855,679

Non-current assets include property, plant and equipment and other assets. Non-current assets exclude long-term investments accounted for using the equity method and financial assets at FVTOCI.

(E) Information on major customers

  • 274 -

Single customers contributing 10% or more to the Company’s revenue were as follows:

as follows:
Customers
Customer B
Customer A
Years Ended December 31
2023 % to
Total
22
9
2022
Amount
$ 302,405
128,603
$ 431,008
Amount
$ 596,220
239,902
$ 836,122
% to
Total




30
12
  • 275 -

TABLE 1

WHA YU INDUSTRIAL CO., LTD.

LENDING FUNDS TO OTHER PARTIES

FOR THE YEAR ENDED DECEMBER 31, 2023

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

No. Financing
Company
Counterparty Financial
Statement
Account
Related
Party

Maximum
Balance for
the Period
Ending
Balance
Amount
Actually
Drawn
Interest
Rate
Nature for
Financing
Transaction
Amounts
Reason for
Financing
Allowance for
Bad Debt
Collateral Collateral Financing
Limits for Each
Borrowing
Company
Note 3
Financing
Company’s
Total Financing
Amount Limits
Note 3

Note

Item
Value
1 Hua Hong
International
Co., Ltd.
WHA YU Other
receivables
Yes $ 99,521 $ 99,521 $ 99,521 2.5% Short-term
financing
funds
$ - Operating
capital
$ - $ - $ 289,031 $ 289,031

Note 1 The lending of funds by the Company to an individual entity shall not exceed 10% of the Company's net value; the lending of funds by an overseas subsidiary to an individual entity shall not exceed 15% of the net value of the subsidiary. Note 2 The total amount of funds lent by the Company shall not exceed 40% of its net value; and the total amount of funds lent by an overseas subsidiary shall not exceed 40% of the net value of the subsidiary

Note 3 There is no restriction on short-term financing between affiliates in which the Company directly or indirectly holds 100% of the voting shares, provided that the total loan amount and the individual loan amount do not exceed 60% of the net value of such affiliates.

  • 276 -

TABLE 2

WHA YU INDUSTRIAL CO., LTD.

ENDORSEMENTS/GUARANTEES PROVIDED

FOR THE YEAR ENDED DECEMBER 31, 2023

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

No. Endorser/
Guarantor
Endorsee/Guarantee
Name of Company
Relationship
Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee Given on
Behalf of Each Party
Maximum Amount
Endorsed/
Guaranteed During
the Period
Outstanding
Endorsement/
Guarantee at the End
of the Period
Actual Borrowing
Amount
Amount Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements
Aggregate
Endorsement/
Guarantee Limit
Note 3
Guarantee
Provided by
Parent Company
Guarantee
Provided by A
Subsidiary
Guarantee
Provided to
Subsidiaries in
Mainland China
Relationship
0 WHA YU DONGGUA
N AEON
Tech Co.,
Ltd.
Subsidiary with
100% indirect
shareholding
$ 656,558
Note 2
$ 61,410
( US$ 2,000
thousand)
$ 61,410
( US$ 2,000
thousand)
$ - $ - 4.68% $ 656,558 Yes No Yes
DONGGUA
N AEON
Tech Co.,
Ltd.
Subsidiary with
100% indirect
shareholding
656,558
Note 2
92,115
( US$ 3,000
thousand)
92,115
( US$ 3,000
thousand)
61,410 - 7.01% 656,558 Yes No Yes

Note 1 The Company's limit on endorsements and guarantees provided for a single entity shall not exceed 20% of the current net value.

Note2 The Company's 100%-owned subsidiaries are not subject to the aforementioned limit on endorsements and guarantees for single entity.

Note3 The total amount of the Company's external endorsements and guarantees shall not exceed 50% of the net value of the current period.

Note4 The relevant figures in this table that are denominated in foreign currencies are translated into New Taiwan dollars using the exchange rates prevailing on the date of the financial statements.

  • 277 -

TABLE 3

WHA YU INDUSTRIAL CO., LTD.

MARKETABLE SECURITIES HELD

December 31, 2023

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

Marketable Securities
Type

Marketable Securities Name
Relationship
with the
Company
Financial Statement Account December 31,2023 December 31,2023 Note
Shares Carrying Value Percentage of
Ownership
(%)

Fair Value
Non-publicly traded
equity investments-
Stocks
Ubiik Inc.
Common Stock
Financial assets at fair value through
other comprehensive income -
Non-current

672,000
$ 35,101 3.00 $ 35,101
  • 278 -

TABLE 4

WHA YU INDUSTRIAL CO., LTD.

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2023

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

Company
Name
Related Party Nature of
Relationships
Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
Note
Purchases/
Sales
Amount % to Total Payment Terms Ending Balance % to Total
Unit Price Payment
Terms
WHA YU DONGGUAN
AEON
Subsidiary Purchases $ 600,893 65 Net 90 days from
the end of the
month of when
invoice is issued
Note - ( $ 88,923 ) 55
  • 279 -

TABLE 5

WHA YU INDUSTRIAL CO., LTD.

INFORMATION ON INVESTEES (EXCLUDING INFORMATION ON INVESTMENT IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2023

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

==> picture [1046 x 425] intentionally omitted <==

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Original Investment Amount Balance as of December 31, 2023 Net Income Profits/Losses
Investor Main Businesses
Investee Company Location December 31, December 31, Shares Percentage Carrying (Losses) of the of Investee Note
Company and Products of
2023 2022 (In Thousands) Ownership Value(Note 2) Investee(Note 2) (Note 2)
WHA YU HUA HONG Republic of Investment activities $ 230,226 $ 230,264 7,498,093 100 $ 482,491 $ 41,296 $ 41,296 Subsidiary
INDUSTRIAL INTERNATIONAL Mauritius ( US$ 7,498 (US$ 7,498
CO., LTD. LTD. Thousand ) Thousand )
HANG JIAN Hsin-Chu, The application-related 40,470 40,470 2,130,000 50.12 16,373 ( 11,385 ) ( 5,705 ) Subsidiary
business for
TECHNOLOGY Taiwan
unmanned aerial
CO., LTD.
vehicles was
integrated.
Wha Yu USA Inc. U.S.A. Consultancy and 15,353 - 500,000 100 9,433 ( 6,107 ) ( 6,107 ) Subsidiary
customer service ( US$ 500
activities for the local
markets of the Thousand )
Internet
communication
products.
Wha Yu Vietnam Vietnam [The company is engaged ] 107,468 - - 100 99,888 ( 1,813 ) ( 1,813 ) Subsidiary
in the manufacture
Limited Liability ( US$ 3,500
and sale of
Company Thousand )
equipment for the
communication
systems of the
broadband access
network.
PRO BRAND Cayman The company deals in a - 276,200 - - - - - Associate
TECHNOLOGY, Islands variety of (Note 3) (Note 3) (Note 3)
downconverters,
INC.(PBT)
multiplexers, and
electronic
components.
----- End of picture text -----

Note 1: Amounts in this table denominated in foreign currencies have been translated into New Taiwan Dollars at the exchange rates prevailing at the balance sheet date. Note 2:Based on audited financial statements.

Note 3: Successful completion of the sale of the stake in PBT on 19 May 2023.

  • 280 -

TABLE 6

WHA YU INDUSTRIAL CO., LTD.

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2023

(Amounts in Thousands of New Taiwan Dollars)

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

Transaction Details
Relationship
No. Investee Company Counterparty Payment Terms % of Total
(Note 1) Financial Statements Accounts Amount
(Note 2) Sales or Assets
0 WHA YU Hua Hong International Co., Ltd. 1 Other payables to related parties $ 3,824 - -

DONGGUAN AEON Tech Co., Ltd. 1 Sales 33,680 2%

Purchases 600,893 43%
Trade receivables from related parties 5,565 - -
Other receivables from related parties 30 - -
Other payables to related parties 46 - -
Trade payables to related parties 88,923 - 4%
----- End of picture text -----

Note1: No.1 represents the transaction between the parent company.

Note2: The prices of goods sold to related parties are determined by both parties with reference to the market price. The terms of payment are identical to those applied to non-related parties, although they are contingent upon the cash flow requirements of the subsidiaries.

The company does not engage in the purchase of goods from other suppliers due to the absence of a market price that can be used for comparison. The transaction price is determined by both parties with reference to the market price, and the payment terms are identical to those applied to other customers.

  • 281 -

TABLE 7

WHA YU INDUSTRIAL CO., LTD.

INFORMATION ON INVESTMENT IN MAINLAND CHINA

FOR YEAR ENDED DECEMBER 31, 2023

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

==> picture [1039 x 316] intentionally omitted <==

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

Accumulated Outflow Amount of Investments Remitted or Accumulated Outflow
Investee Main Businesses and Total Amount of Method of Investment from Remittance for R e p a t r i a t e d f o r t h e P e r i o d Investment from Remittance for Net Income (Loss) of % Ownership of Direct or Investment Gain (Loss) Carrying Amount as of Repatriation of Accumulated Note
Company Products Paid-in Capital Investment Taiwan as of January 1, Remitted Repatriated Taiwan as of the Investee InvestmentIndirect ( Note 2 ) December 31,2023 Investment Income as of December 31,2023
2023 December 31, 2023
DONGGUAN Production and sales of RMB78,767 thousand ( Note US$ 5,600 thousand $ - $ - US$ 5,600 thousand RMB 220 thousand 100% RMB 220 thousand RMB85,061 thousand $ - -
AEON broadband access network 1 )
Tech Co., Ltd. communication system (US$ 11,100 thousand) )
equipment (wireless fixed
access network Note 3
communication
equipment), new
instrumentation elements
(instrumentation
connectors)
AEON Wholesales of RMB42,364 thousand ( Note US$ 1,250 thousand - - US$ 1,250 thousand RMB2,314 thousand 100% RMB2,314 thousand RMB18,229 thousand - -
TECHNOLOGY communication 1 )
(SHANG HAI) parts,electronic parts, (US$5,970 thousand)
CO., LTD. cables, optical fibers and
antennas; import and Note 4
export of self-developed
products; provision of
supporting
and consultating services;
development of antennas
Accumulated Investment in Mainland China as of Amount of Investments Authorized by Upper Limit on the Amount of Investments Stipulated by the
December 31, 2023 Investment Commission, M.O.E.A. Investment Commission, M.O.E.A.
US$13,662 thousand US$21,762 thousand
$787,870
( $419,492 ) ( $668,202 )
----- End of picture text -----

Note 1 The Company has invested in Mauritius Hua Hong International Co., Ltd. and then invested in mainland companies through this company, which has been approved by the Investment Review Committee of the Ministry of Economic Affairs. Note 2 The calculation is based on the financial statements audited by the CPAs for the same period.

Note 3 The reinvestment was made based on the accumulated amount of US$ 5,600 thousand transferred from Taiwan and the earnings of US$ 5,500 thousand owned by Hua Hong International Co., Ltd.

Note 4 The reinvestment was made based on the accumulated amount of US$ 1,250 thousand transferred from Taiwan, and the earnings of US$ 2,600 thousand owned by Gaosheng International Co., Ltd.. Then Dongguan Tailin Co., Ltd. used its own earnings to increase the capital of Shanghai Puxiang Techology Co., Ltd. by RMB 13,500 thousand.

Note 5 The relevant figures in this table that are denominated in foreign currencies are translated into New Taiwan dollars using the exchange rates prevailing on the date of the financial statements.

  • 282 -