Skip to main content

AI assistant

Sign in to chat with this filing

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

WUS AGM Information 2024

Jun 20, 2024

52004_rns_2024-06-20_194bc126-c8be-4794-b71a-94f6598e71f9.pdf

AGM Information

Open in viewer

Opens in your device viewer

Minutes of 2024 Annual Shareholders’ Meeting WUS PRINTED CIRCUIT CO., LTD.

(Translation)

Time: 9:00 a.m., Tuesday, June 18, 2024 Venue: No. 600-7, Jiachang Rd., Nanzi Dist., Kaohsiung City

Shareholders present : Total share represented by shareholders present 126,401,078 shares (including exercised by way of electronics transmission 53,599,489 shares) is 69.66% of total outstanding shares of WUS 181,434,477 shares excluding the shareholders who had no voting right stipulated.

Chairman: Hsu, Huan-Chung Reporter: Chen Chi-Nan Directors present: 1. Directors: Hsu, Huan-Chung, Chen, Chih-Kang, Lin, Ming-Yen, Lu,

Shu-Fen

  1. Independent Directors: Lai, Chien-Hung (Chairman of the Audit

  2. Committee)

The presented Directors are over one-half of 9 seats Directors.

- Sit-in Members: CPA Deloitte & Touche, Lee-Yuan Kuo

- Lawyer LEE AND LI, Wen-Shwn Wu

1. Call the Meeting to order (The total shares represented by shareholders and proxy has exceeded the statutory shares, and the chairman announces the meeting in accordance with the Law)

2. Chairperson’s Remarks: (To Be omitted)

3. Report Items

  • (1) 2023 Business Report (Appendix 1)

  • (2) Audit Committee’s Review Report on the 2023 Financial Statements (Appendix 2)

  • (3) Report on the distribution of 2023 compensation for employees and directors of the Board.

4. Matters for Ratification

Proposal No. 1

Please ratify the Company’s 2023 Business Report and Financial Statements.

(Proposed by the Board)

  • 1 -

Explanation:

  1. The company’s 2023 Financial Statements have been audited and certified by Deloitte & Touche.

  2. Please ratify the 2023 Business Report refer to page 5 to 6 of the Handbook (Appendix 1) and Financial Statements refer to page 8 to 28 of the Handbook (Appendix 3).

Resolution:

The voting results of this proposal are as follows:

The voting rights of shareholders present at the time of voting: 126,401,078 shares (including

exercised by way of electronics transmission 53,599,489 shares)

Voting results % of the total represented
share present
Votes in favor:120,994,005 shares (including exercised by
wayof electronics transmission 48,695,691 shares)
95.72%
Votes in against:8,745 shares (including exercised by way of
electronics transmission 8,745 shares)

0.01%
Votes abstained and votes invalid: 5,398,328 shares
(including exercised by way of electronics transmission
4,895,053 shares)
4.27%

Voting Result: that the above proposal be and hereby was approved as proposed.

Proposal No. 2

Please ratify the Company’s 2023 proposal for earnings distribution.

(Proposed by the Board)

Explanation:

  1. The Board of Directors has drafted the Company’s 2023 proposal for profits distribution in accordance with the relevant regulations and Company’s Article of Incorporation, please refer to page 29 of the Handbook (Appendices 4).

  2. A total of NT$91,370,268 shall be distributed as dividends, i.e., NT$0.5 per share.

  3. The cash dividends will be distributed to the nearest dollar, and amount less than one dollars will be rounded down. The aggregated amount of the fractional amounts will be credited to Other Revenue by the Company.

  4. If at a later date there is a buyback of the Company’s stock; transfer or cancellation of the Company’s treasury stock or exercises of Employee Stock Option, which affects the dividend rate of the shareholders, the management will request the Shareholders’ Meeting to authorize the board of the Directors to handle the situation and make adjustments accordingly.

  5. Record date for dividend distribution: The board is authorized to set the date after it is approved at the shareholders meeting.

  6. 2 -

Resolution:

The voting results of this proposal are as follows:

The voting rights of shareholders present at the time of voting: 126,401,078 shares (including exercised by way of electronics transmission 53,599,489 shares)

Voting results % of the total represented
share present
Votes in favor:121,085,584 shares (including exercised by way of
electronics transmission 48,787,270 shares)

95.79%
Votes in against:8,755 shares (including exercised by way of
electronics transmission 8,755 shares)

0.01%
Votes abstained and votes invalid: 5,306,739 shares (including
exercised by way of electronics transmission 4,803,464 shares)
4.20%

Voting Result: that the above proposal be and hereby was approved as proposed.

5. Extempore Motions:

Shareholder's statement:

Shareholder account number:31***9 raised questions and made comments regarding the company's retained earnings and operations. The chairman designated the president to make the explanation for the shareholder’s statement.(omitted)

After the president gave the explanation, the chairman asked whether the shareholders in attendance had any other proposal or extempore motion, then announced the ending of the meeting.

6. Adjournment Time: 9:27 a.m.

(This minutes of 2024 Annual Shareholders’ Meeting only recorded the main points of the meeting. All details and content of agenda, procedure and shareholders’ speeches shall refer to video records.)

  • 3 -

【 Appendices 1 】

Business Report

The supply and demand imbalance during the pandemic in 2021 and 2022 led to an excessive expansion in global consumption. After the pandemic, inventory destocking and rising interest rates has curbed inflationary pressure. In 2023, the inventories of final electronic products depleted far slower than expected, with the war continuing to cause sluggish demand. Confrontation between China and the United States has also divided supply chains, requiring many products to be re-certified and leading to repeated delays before the industrial cycle bottoms out. Both high and low-end electronic component products face declines in annual gross output, with overall electronic component gross output experiencing a rare double-digit decline. The Taiwan Printed Circuit Association has issued a press release pointing out that the ITRI Industrial Economics and Knowledge Center has estimated global printed circuit board gross output to be US$73.9 billion in 2023, a decline of 15.6%. The Company has also been deeply affected. In 2023, our individual and consolidated revenues were lower by 30% compared to the same period in 2022, leading to a significant decline in the Company’s gross profit and resulting in gross losses.

Looking forward to 2024, there remains many uncertain factors affecting the global industry market. We do not expect output of our main final electronic products to grow significantly in 2024. However, as inventory has been gradually returning to healthy levels, and many final products have become updated to new generations, leading to new products entering mass-production, prices and production quantities for the electronic components used in these new products shall also rise, potentially lifting the electronic components industry out of a consecutive two-year downturn. Additionally, consumer electronic products such as notebooks and mobile phones are expected to begin growing again. With support from new product applications, PCB orders may potentially recover before the rest of the industry. The Company shall continue to adopt a pragmatic approach, reducing expenses and maintaining momentum to mitigate negative impacts on the Company.

  1. Execution performance of business plan of 2023

  2. A. Business Performance (Standalone)

unit: NT thousand dollars

Item
Net Operating Revenue
Operating Cost
Gross loss
Operating Expenses
Loss from Operations
2023 %
100
126
(26)
13
(39)
2022 %
100
105
(5)
9
(14)
Increase
(Decrease)
Amount
Amount
$1,966,374
2,473,500
(507,126)
239,396
($746,522)
Amount
$3,030,730
3,182,109
(151,379)
275,177
($426,556)
(1,064,356)
(708,609)
(355,747)
(35,781)
(319,966)
  • 4 -

(Consolidated)

unit: NT thousand dollars

Item
Net Operating Revenue
Operating Cost
Gross Profit (loss)
Operating Expenses
Loss from Operations
2023 %
100
108
(8)
11
(19)
2022 %
100
96
4
9
(5)
Increase
(Decrease)
Amount
$3,515,939
3,790,840
(274,901)
384,649
($659,550)
Amount
$5,132,715
4,951,564
181,151
428,709
($247,558)
Amount
(1,616,776)
(1,160,724)
(456,052)
(44,060)
(411,992)

In 2023, due to a significant decline in market demand reducing operating revenue compared to 2022, standalone and consolidated gross profits were lower by NT$355 million and NT$456 million respectively compared to 2022.

The Company will continue to cut down expenses and increase production efficiency and quality to improve production gains and competitiveness.

  • B. Non-operating income/loss The Company’s standalone and consolidated non-operating revenue in 2023 was NT$1.78 billion and NT$1.87 billion respectively, an increase of NT$750 million and NT$980 million respectively compared to 2022. This was mainly due to an increase in the share of profits and losses from affiliates recognized using the equity method in 2023, and profits arising from the disposal of a portion of the Company’s purchased investment shares.

  • C. In summary, the Company's net profit after tax in 2023 was approximately NT$835 million, and the net profit per share after tax was NT$4.61.

    1. Assets and Liabilities y At the end of 2023, the Company’s standalone and consolidated assets totaled NT$13.908 billion and NT$14.314 billion respectively, with standalone and consolidated debt-to-asset ratios of 36% and 38% respectively, and both standalone and consolidated equity standing at NT$8.885 billion. After deducting the number of the Company's shares held by subsidiaries and converting the equivalent number of issued shares, the net value per share was NT$48.97. The Company’s financial structure and solvency remains stable, and the Company's overall financial status is still sound.
  • Research and Development Status To improve competitiveness, the Company’s investment into research and development in 2023 totaled 1% and 2% of individual and consolidated revenue respectively.

Chairman:Hsu, Huan-Chung President: Chen, Chih-Kang Accounting Supervisor: Chen, Chi-Nan

  • 5 -

【 Appendices 2 】

Audit Committee’s Review Report

The Board of Directors has prepared and submitted the 2023 business report, financial statements, and earnings distribution proposal, of which the financial statements have been audited by Deloitte & Touche. These have been reviewed by the Audit Committees correctly portraying WUS's business activities. In accordance with relevant regulations of the Securities and Exchange Act and the Company Act, this report is submitted for shareholder’s examination.

WUS PRINTED CIRCUIT CO., LTD.

Audit Committee convener: LAI, CHIEN-HUNG

March 26, 2024

  • 6 -

【 Appendices 3 】

==> picture [196 x 54] intentionally omitted <==

==> picture [157 x 98] intentionally omitted <==

INDEPENDENT AUDITORS' REPORT

WUS Printed Circuit Co., Ltd.

Opinion

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

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph) the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2023 and 2022, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Standalone 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 our audits and the report of other audits, 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 standalone financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Company’s standalone financial statements for the year ended December 31, 2023 are stated as follows:

  • 7 -

Occurrence of revenue from major customers

The revenue of the Company is concentrated in the top ten customers, accounting for 68% of the overall revenue. Due to the concentration of orders, the major customers may have a dominant position. And considering that the market sentiment continues to decline this year, we have listed the occurrence of sales revenue from specific customers whose sales situation is different from the market sentiment trend as a key audit matter.

Our audit procedure performed included the following regarding the revenue of the above-mentioned customers:

Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.

Obtain the annual revenue details and check their completeness, screen out the revenue details of the above customers and select samples.

Check whether the oringal order for the selected sample is properly approved by the responsible officer.

Verify that the related shipment documents of the selected sample are consistent with the item and amount of original order, so as to test the authenticity of the revenue.

Understand the payment recovery situation of the selected sample, and verify whether collection object of the accounts receivable is the same as the sales object.

Other Matter

The financial statements of Wus (KunShan) Printed Circuit Co., Ltd., an investment company using the equity method included in the financial statement of subsidiaries-Wus Group Holdings Co., Ltd was audited by other auditor. Therefore, our opinion on the amounts and disclosures of such investments included in the accompanying financial statements was based on the report of other auditors. Such investments accounted for using the equity method amounted to NT$5,025,718 thousand and NT$4,586,869 thousand, representing both 36% of the Company’s total assets as of December 31, 2023 and 2022, respectively, and the share of the profit of associates amounted to NT$860,605 thousand and NT$774,758 thousand, representing 83% and 128% of the Company’s total comprehensive income for the years ended December 31, 2023 and 2022, respectively.

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

Management is responsible for the preparation and fair presentation of the standalone 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 standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to

  • 8 -

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 Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 auditing standards generally accepted in 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 standalone financial statements.

As part of an audit in accordance with the auditing standards generally accepted in 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 standalone 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. 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 standalone 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.

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

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

  7. 9 -

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 standalone 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 Yu Hsiang Liu and Lee-Yuan Kuo.

Deloitte & Touche

Taipei, Taiwan Republic of China March 26, 2024

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying standalone 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 standalone financial statements shall prevail.

  • 10 -

WUS Printed Circuit Co., Ltd. STANDALONE BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents(Notes 4 and 6)
Financial assets at fair value through profit or loss - current(Notes 4 and 7)
Accounts receivable, net(Notes 4、9 and 20)
Accounts receivable from related parties(Notes 4、9、20 and 27)
Other receivables(Notes 9 and 27)
Current tax assets(Notes 22)
Inventories, net(Notes 4、5 and 10)
Prepayments
Other financial assets - current(Notes 11)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current(Notes
4 and 8)
Investments accounted for using the equity method(Notes 4 and 12)
Property, plant and equipment(Notes 4, 5, 13, 28 and 29)
Right-of-use assets(Notes 4 and 14)
Deferred tax assets(Notes 4 and 22)
Refundable Deposits
Other financial assets - non-current(Notes 11 and 28)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(Notes 15)
Short-term notes and bills payable(Notes 15)
Accounts payable(Notes 16 and 27)
Other payables(Notes 17 and 27)
Current tax liabilities(Notes 22)
Lease liabilities - current(Notes 4 and 14)
Current portion of long-term borrowings(Notes 15 and 28)
Current refund liabilities(Notes 4)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings(Notes 15 and 28)
Deferred tax liabilities(Notes 4, 5 and 22)
Lease liabilities - non-current(Notes 4 and 14)
Net defined benefit liability(Notes 4 and 18)
Deposits received
Total non-current liabilities
Total liabilities
EQUITY(Notes 4 and 19)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
December 31,2023
Amount

$ 181,997
1
-
-
498,619
4
29,480
-
22,669
-
737
-
470,198
3
78,950
1
70,742
-
1,621
-
1,355,013
9
78,300
1
10,136,168
73
2,197,374
16
80,451
1
59,962
-
602
-
160
-
12,553,017
91
$ 13,908,030
100
$ 865,000
6
399,751
3
223,171
2
361,873
3
96,019
1
8,047
-
619,759
4
39,920
-
12,993
-
2,626,533
19
1,547,072
11
714,802
5
76,196
1
58,399
-
57
-
2,396,526
17
5,023,059
36
1,827,405
13
453,330
3
934,326
7
1,899,580
14
4,442,030
32
7,275,936
53
578,683)
(
4)
93,017)
(
1)
8,884,971
64
$ 13,908,030
100
December 31,2022 December 31,2022
Amount
$ 181,997
-
498,619
29,480
22,669
737
470,198
78,950
70,742
1,621
1,355,013
78,300
10,136,168
2,197,374
80,451
59,962
602
160
12,553,017
$ 13,908,030
$ 865,000
399,751
223,171
361,873
96,019
8,047
619,759
39,920
12,993
2,626,533
1,547,072
714,802
76,196
58,399
57
2,396,526
5,023,059
1,827,405
453,330
934,326
1,899,580
4,442,030
7,275,936
578,683)
93,017)
8,884,971
$ 13,908,030
(
(
Amount
$ 155,865
27,049
506,898
57,741
27,627
737
559,459
107,268
110,000
1,352
1,553,996
79,500
8,420,222
2,376,114
88,840
82,007
355
160
11,047,198
$ 12,601,194
$ 384,000
349,279
284,088
429,927
-
7,906
548,462
36,369
19,507
2,059,538
1,647,654
665,474
84,243
101,989
61
2,499,421
4,558,959
1,827,405
378,706
877,928
1,899,580
3,735,597
6,513,105
583,964)
93,017)
8,042,235
$ 12,601,194
(
(
1
-
4
-
-
-
5
1
1
-
12
-
67
19
1
1
-
-
88
100
3
3
2
3
-
-
5
-
-
16
13
5
1
1
-
20
36
15
3
7
15
30
52
(
5)
(
1)
64
100

The accompanying notes are an integral part of the standalone financial statements. (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 11 -

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

WUS Printed Circuit Co., Ltd.

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

OPERATING REVENUE(Notes 4, 20
and 27)
Net sales revenue
OPERATING COSTS(Notes 10, 18, 21
and 27)
GROSS LOSS
OPERATING EXPENSES(Notes 9, 18,
21 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)
Total operating expenses
LOSS FROM OPERATIONS
NON-OPERATING INCOME AND
EXPENSES(Notes 13 and 21)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE(Notes 4 and
22)
NET PROFIT FOR THE YEAR
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 2022
100
126
(
26)
4
7
2

-
13
(
39)
-
-
(
3 )
(
3 )
96
90
51
10
41
  • 12 -
OTHER COMPREHENSIVE INCOME
(LOSS)(Notes 18, 19 and 22)
Items that will not be reclassified
subsequently to profit or loss
Remeasurement of defined
benefit plans
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other comprehensive
income
Share of other comprehensive
income (loss) of subsidiaries
Income tax relating to items
that will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on
translation of the financial
statements of foreign
operations
Share of other comprehensive
income (loss) of subsidiaries
Income tax relating to items
that may be reclassified
subsequently to profit or loss
Other comprehensive income
for the year (net of income
tax)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
EARNINGS PER SHARE(Notes 23)
Basic
Diluted
For the Year Ended December 31 Year Ended December 31 Year Ended December 31
2023 2022
Amount
$ 18,528
(
1,200 )
74,094
(
3,706 )
(
40,327 )
(
39,473 )

15,960

23,876
$ 859,482
$ 4.61
$ 4.60
Amount
$ 66,741
-
(
126,652 )
(
13,348 )
50,693
42,232
(
18,585)

1,081
$ 511,668
$ 2.81
$ 2.81
1
-
4

-
(
2 )
(
2 )

1

2
43
3
-
(
4 )
(
1 )
2
1
(
1)

-
17

The accompanying notes are an integral part of the standalone financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 13 -

WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)

OrdinaryShares
Capital Surplus
OrdinaryShares
Capital Surplus
Retained Earnings Total
6,131,866
-
-
182,741)
182,741)
-
-
510,587
53,393
563,980
-
6,513,105
-
91,370)
91,370)
-
-
835,606
14,822
850,428
-
1,803
1,970
7,275,936
Other Equity Total Other
Equity

531,652)

-
-
-

-

-

-


52,312)


52,312)

-

$ 583,964 )

-
-

-

-

-

9,054

9,054

-


1,803)


1,970)

$ 578,863)
Treasury shares
(
93,017)


-
-

-
(

-
(

-


-
(
-


-


-


-

($ 93,017 )


-

-
(

-
(

-


-
(
-


-


-


-


-
(

-
(
($ 93,017)
Total Equity
7,680,465
-
-

182,741)

182,741)
31,815

278)

510,587
1,081
511,668
1,306
$ 8,042,235
-

91,370)

91,370)
88,188

609)

835,606
23,876
859,482
653

13,608)

- )
$ 8,884,971
Exchange
Differences on
Translation
Unrealized Gains
(Losses) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
(
421,036)
(
110,616)
(
-
-
-
-

-

-


-

-


-

-


-

-

-

74,340
(
126,652)
(

74,340
(
126,652)
(

-

-

($ 346,696 )
($ 237,268 )
(
-
-

-

-


-

-


-

-


-

-

-
(
63,840)

72,894

(
63,840)

72,894


-

-


-
(
1,803)
(

-
(
1,970)
(
($ 410,536)
($ 168,147)
(
Legal Reserve
Special Reserve
Unappropriated
Earnings
824,768

1,906,502

3,400,596

53,160
-
(
53,160 )
-
(
6,922 )
6,922
-

-
(
182,741)
(
53,160
(
6,922)
(
228,979)
(
-

-

-

-

-

-

-
-
510,587
-

-

53,393

-

-

563,980

-

-

-

$ 877,928
$ 1,899,580
$ 3,735,597

56,398
-
(
56,398 )
-

-
(
91,370)
(
56,398

-
(
147,768)
(
-

-

-

-

-

-

-
-
835,606
-

-

14,822

-

-

850,428

-

-

-

-

-

1,803

-

-

1,970

$ 934,326
$ 1,899,580
$ 4,442,030
BALANCE AT JANUARY 1, 2022

Appropriation of 2021 earnings(Notes 19)
Legal reserve
Reversal of special reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year
ended December 31, 2022, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2022

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

BALANCE AT DECEMBER 31, 2022

Appropriation of 2022 earnings(Notes 19)
Legal reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2023
Other comprehensive income (loss) for the year
ended December 31, 2023, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2023

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

disposal of Investments accounted for using equity
method

disposal of equity instruments at fair value through
othercomprehensive income

BALANCE AT DECEMBER 31, 2023
1,827,405

-
-
-

-

-

-
(
-
-

-

-

$ 1,827,405

-
-

-

-

-
(
-
-

-

-

-
(
-

$ 1,827,405
345,863
-
-
-
-
31,815

278)
-
-
-
1,306
$ 378,706
-
-
-
88,188

609)
-
-
-
653

13,608)
-
$ 453,330


















824,768

53,160
-
(
-

53,160
(
-

-

-
-

-

-

$ 877,928

56,398
-

56,398

-

-

-
-

-

-

-

-

$ 934,326
(







(









(


$ $


$
$

The accompanying notes are an integral part of the standalone financial statements.

(With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 14 -

WUS Printed Circuit Co., Ltd. STANDALONE STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net gain on financial assets at fair value through
profit or loss
Finance costs
Interest income
Share of the profit of subsidiaries
Gain on disposal of property, plant and equipment
Impairment loss recognized on non-financial assets
Changes in operating assets and liabilities
Accounts receivable
Accounts receivable from related parties
Other receivables
Inventories
Prepayments
Other current assets
Accounts payable
Accounts payable to related parties
Other payables
Other current liabilities
Net defined benefit liability
Refund liabilities
Cash generated from (used in) operations
Dividends received
Income taxes paid
Net cash generated from(used in) operating
activities
For the Year Ended December 31 For the Year Ended December 31
2023
$ 1,032,003
315,701
2,758
(
13 )
(
263 )
50,687
(
5,438 )
( 1,886,025 )
(
1,553 )
115,522
8,292
28,261
4,472
43,739
25,560
(
269 )
(
70,697 )
9,780
24,554
(
6,514 )
(
25,062 )

3,551
(
330,954 )
239,606
(
16,751)
(
108,099)
2022
$ 604,601
312,104
3,966
560
(
187 )
33,569
(
7,179 )
(
999,697 )
(
1,071 )
106,599
445,624
4,939
4,619
247,649
1,209
107
(
275,553 )
-
40,546
(
2,207 )
(
84 )

13,902
534,016
245,883
(
49,419)

730,480
(Continued)
  • 15 -

WUS Printed Circuit Co., Ltd.

STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
other comprehensive income
Acquisition of financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at fair value
through profit or loss
Payment for property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Increase in refundable deposits
Decrease in other financial assets
Interest received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Increase in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in deposits received
Repayment of the principal portion of lease liabilities
Dividends paid
Interest paid
Dividends claimed over time from shareholders
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF
THE YEAR
For the Year Ended December 31 For the Year Ended December 31
2023
-
( $ 42,000 )
69,312
(
278,062 )
2,257
(
247 )
39,258

5,924
(
203,558)
481,000
50,000
746,723
(
775,963 )
(
4 )
(
7,906 )
(
91,370 )
(
64,082 )
(
609)
(
337,789)
26,132

155,865
$ 181,997
2022
(
9,500 )
( $ 194,610 )
195,279
(
669,173 )
1,132
-
59,260

7,479
(
610,133)
154,000
-
686,875
(
917,307 )
(
828 )
(
7,768 )
(
182,741 )
(
42,691 )
(
278)
(
310,738)
(
190,391 )

346,256
$ 155,865

The accompanying notes are an integral part of the standalone financial statements. (Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 16 -

REPRESENTATION LETTER

The entities that are required to be included in the consolidated financial statements of affiliates under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2023 are all the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of WUS Printed Circuit Co., Ltd. and its subsidiaries. Consequently, WUS Printed Circuit Co., Ltd. and its subsidiaries did not prepare a separate set of combined financial statements.

Very truly yours,

WUS Printed Circuit Co., Ltd. By

HSU, HUAN-CHUNG Chairman March 26, 2024

  • 17 -

==> picture [196 x 55] intentionally omitted <==

==> picture [157 x 99] intentionally omitted <==

INDEPENDENT AUDITORS'REPORT

WUS Printed Circuit Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of WUS Printed Circuit Co., Ltd. (the “Company”) and its subsidiaries, 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 notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph) the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2023 and 2022, and their consolidated financial performance and their 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 (FSC) of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in 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 and its subsidiaries 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 our audits and the report of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

  • 18 -

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.

The key audit matters identified in the Company and its subsidiaries’ consolidated financial statements for the year ended December 31, 2023 are stated as follows:

Occurrence of revenue from major customers

The revenue of the Company and its subsidiaries are concentrated in the top ten customers, accounting for 69% of the overall revenue. Due to the concentration of orders, the major customers may have a dominant position. And considering that the market sentiment continues to decline this year, we have listed the occurrence of sales revenue from specific customers whose sales situation is different from the market sentiment trend as a key audit matter.

Our audit procedure performed included the following regarding the revenue of the above-mentioned customers:

  1. Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.

  2. Obtain the annual revenue details and check their completeness, screen out the

  3. revenue details of the above customers and select samples.

  4. Check whether the oringal order for the selected sample is properly approved by the responsible officer.

  5. Verify that the related shipment documents of the selected sample are consistent with the item and amount of original order, so as to test the authenticity of the revenue.

  6. Understand the payment recovery situation of the selected sample, and verify whether collection object of the accounts receivable is the same as the sales object.

Other Matter

The financial statements of Wus Printed Circuit (KunShan) Co., Ltd., an investment company using the equity method included in consolidated financial statements of the Company and its subsidiraries was audited by other auditor. Therefore, our opinion on the amounts and disclosures of such investments included in the accompanying financial statements were based on the financial statements audited by other auditors. Such investments accounted for using the equity method amounted to NT$5,025,718 thousand and NT$4,586,869 thousand, representing both 35% of the Company and its subsidiaries’ total assets as of December 31, 2023 and 2022, respectively; and the share of the profit of these associates amounted to NT$860,605 thousand and NT$774,758 thousand, representing 71% and 119% of the Company and its subsidiaries’ total comprehensive income for the years ended December 31, 2023 and 2022,

  • 19 -

respectively.

We have also audited the standalone financial statements of the Company as of and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion with other matter paragraph.

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 FSC 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 and its subsidiaries’ 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 and its subsidiaries 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 and its subsidiaries’ 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 auditing standards generally accepted in 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 auditing standards generally accepted in 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

  2. 20 -

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 and its subsidiaries’ internal control.

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

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its subsidiaries’ 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 and its subsidiaries to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements 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

  • 21 -

communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Yu Hsiang Liu and Lee-Yuan Kuo.

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.

  • 22 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents(Note 4 and 6)
Financial assets at fair value through profit or loss - current(Note 4 and 7)
Accounts receivable, net(Note 4、9 and 21)
Accounts receivable from related parties(Note 4、9、21 and 28)
Other receivables(Note 9 and 28)
Current tax assets(Note 23)
Inventories, net(Note 4、5 and 10)
Prepayments
Other financial assets - current(Note 11)
Other current assets
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current(Note 4
and 8)
Investments accounted for using the equity method(Note 4 and 13)
Property, plant and equipment(Note 4、5、14、28、29 and 30)
Right-of-use assets(Note 4 and 15)
Intangible assets(Note 4)
Deferred tax assets(Note 4 and 23)
Refundable Deposits
Other financial assets - non-current(Note 11 and 29)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(Note 16)
Short-term notes and bills payable(Note 16)
Current contract liabilities(Note 4 and 21)
Accounts payable(Note 17 and 28)
Other payables(Note 18 and 28)
Current tax liabilities(Note 23)
Lease liabilities - current(Note 4 and 15)
Current portion of long-term borrowings(Note 16 and 29)
Current refund liabilities(Note 4)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Long-term borrowings(Note 16 and 29)
Liability provisions – non-current(Note 4)
Deferred tax liabilities(Note 4、5 and 23)
Lease liabilities - non-current(Note 4 and 15)
Net defined benefit liability(Note 4 and 19)
Deposits received
Total noncurrent liabilities
Total liabilities
EQUITY ATTRIBUTABALE TO OWNERS OF THE COMPANY(Note 4 and 20)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Treasury shares
Total equity
TOTAL
December 31,2023
Amount

$ 1,980,613
14
307,839
2
848,499
6
37,603
-
91,733
1
737
-
821,749
6
81,766
-
1,150,057
8
4,273

-
5,324,869

37
166,116
1
5,050,071
35
2,396,991
17
92,620
1
1,599
-
131,245
1
602
-
1,150,260

8
8,989,504

63
$ 14,314,373
100
$ 865,000
6
399,751
3
126,390
1
345,869
3
468,097
3
101,196
1
8,623
-
619,759
4
41,210
-
16,683

-
3,101,578

21
1,547,072
11
182
-
736,331
6
76,783
-
58,399
-
57

-
2,418,824

17
5,429,402

38
1,827,405

13
453,330

3
934,326
7
1,899,580
13
4,442,030

31
7,275,936

51
578,683)
(
4)
93,017)
(
1)
8,884,971

62
$ 14,314,373
100
December 31,2022
(
(
Amount

$ 766,331
7
294,358
2
977,399
7
62,982
-
139,108
1
737
-
1,033,718
8
116,170
1
1,698,766
13
3,958

-
5,093,527

39
128,259
1
4,586,869
35
2,621,850
20
102,157
1
1,591
-
160,178
1
355
-
418,160

3
8,019,419

61
$ 13,112,946
100
$ 384,000
3
349,279
3
131,625
1
508,583
4
528,123
4
26,653
-
9,035
-
548,462
5
38,499
-
21,029

-
2,545,288

20
1,647,654
13
254
-
690,661
5
84,804
1
101,989
1
61

-
2,525,423

20
5,070,711

40
1,827,405

14
378,706

3
877,928
7
1,899,580
14
3,735,597

27
6,513,105

48
(
583,964)
(
4)
(
93,017)
(
1)
8,042,235

60
$ 13,112,946
100

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 23 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE(Note 4、21
and 28)
Net sales revenue
Other operating revenue, net
Total operating revenue
OPERATING COSTS(Note 10、19、
22 and 28)
GROSS PROFIT(LOSS)
OPERATING EXPENSES(Note 9、
19 and 22)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (gain)
Total operating expenses
LOSS FROM OPERATIONS
NON-OPERATING INCOME AND
EXPENSES(Note 13 and 22)
Interest income
Other income
Other gains and losses
Finance costs
Share of the profit of associates
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE(Note 4 and
23)
NET PROFIT FOR THE YEAR
For the Year Ended For the Year Ended December 31
2023 2022
Amount

$ 5,095,194
99

37,521

1
5,132,715
100
4,951,564
96

181,151

4
137,798
3
243,545
5
46,806
1

560

-

428,709

9
(
247,558)
(
5)
81,176
2
3,455
-
74,204
1
(
37,685 )
(
1 )

774,758
16

895,908
18
648,350
13

137,763

3

510,587
10
(Continued)
  • 24 -
OTHER COMPREHENSIVE INCOME
(LOSS)(Note 19、20 and 23)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plans
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other
comprehensive income
Share of other comprehensive
income (loss) of associates
Income tax relating to items that
will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss
Exchange differences on
translation of the financial
statements of foreign
operations
Income tax relating to items that
may be reclassified
subsequently to profit or loss
Other comprehensive income for
the year (net of income tax)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
NET PROFIT (LOSS)
ATTRIBUTABLE TO:
Owners of the Company
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company
EARNINGS PER SHARE(Note 24)
Basic
Diluted
For the Year Ended December 31 For the Year Ended December 31
2023
Amount

$ 18,528
1
37,857
1
35,037
1
(
3,706 )
-
(
79,800 )
(
2 )

15,960

-

23,876

1
$ 859,482
25
$ 835,606
$ 859,482
$ 4.61
$ 4.60
2022
Amount

$ 66,741
1
(
68,727 )
(
1 )
(
57,925 )
(
1 )
(
13,348 )
-
92,925
2
(
18,585)

-

1,081

1
$ 511,668
11
$ 510,587
$ 511,668
$ 2.81
$ 2.81

The accompanying notes are an integral part of the consolidated financial statements (Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 25 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2022

Appropriation of 2021 earnings(Notes 20)
Legal reserve
Reversal of special reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year
ended December 31, 2022, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2022

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

BALANCE AT DECEMBER 31, 2022

Appropriation of 2022 earnings(Notes 20)
Legal reserve
Cash dividends


Changes in equity of associates accounted for using
equity method

Other changes in capital surplus

Net profit for the year ended December 31, 2023
Other comprehensive income (loss) for the year
ended December 31, 2023, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2023

Cash Dividends received by subsidiaries from the
Company to adjust capital surplus

disposal of Investments accounted for using equity
method

disposal of equity instruments at fair value through
othercomprehensive income

BALANCE AT DECEMBER 31, 2023
Ordinary Shares
Capital Surplus
$ 1,827,405
$ 345,862
-
-
-
-
-

-
-

-
-

31,815
-
(
278)
-
-
-

-
-

-
-

1,306
1,827,405

378,706
-
-
-

-
-

-
-

88,188
-
(
609)
-
-
-

-
-

-
-

653
-
(
13,608)
-

-
$ 1,827,405
$ 453,330
Retained Earnings Total
$ 6,131,866
-
-
182,741)
182,741)
-
-
510,587
53,393
563,980
-
6,513,105
-
91,370)
91,370)
-
-
835,606
14,822
850,428
-
1,803
1,970
$ 7,275,936
Other Equity
Exchange
Differences on
Translation
Unrealized Gains
(Losses) on
Financial Assets
at Fair Value
Through Other
Foreign Operations
Comprehensive
Income
Total Other Equity
Treasury shares
($ 421,036)
($ 110,616)
($ 531,652)
($ 93,017)

-
-
-
-
-
-
-
-

-

-

-

-
(

-

-

-

-
(

-

-

-

-


-

-

-

-
(
-
-

74,340
(
126,652)
(
52,312)

-


74,340
(
126,652)
(
52,312)

-


-

-

-

-

(
346,696 )
(
237,268)
(
583,964)
(
93,017 )

-
-
-
-

-

-

-

-
(

-

-

-

-
(

-

-

-

-


-

-

-

-
(
-
-
(
63,840)

72,894

9,054

-

(
63,840)

72,894

9,054

-


-

-

-

-


-
(
1,803)
(
1,.803)

-
(

-
(
1,970)
(
1,970)

-

($ 410,536)
($ 168,147)
($ 578,683)
($ 93,017)
Total Equity
$ 7,680,465
-
-
182,741)
182,741)
31,815
278)
510,587
1,081
511,668
1,306
8,042,235
-
91,370)
91,370)
88,188
609)
835,606
23,876
859,482
653
13,608)
-
$ 8,884,971


















Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 824,768
$ 1,906,502
$ 3,400,596

53,160
-
(
53,160 )
-
(
6,922 )
6,922
-

-
(
182,741)
(
53,160
(
6,922)
(
228,979)
(
-

-

-

-

-

-

-
-
510,587
-

-

53,393

-

-

563,980

-

-

-

877,928
1,899,580
3,735,597

56,398
-
(
56,398 )
-

-
(
91,370)
(
56,398

-
(
147,768)
(
-

-

-

-

-

-

-
-
835,606
-

-

14,822

-

-

850,428

-

-

-

-

-

1,803

-

-

1,970

$ 934,326
$ 1,899,580
$ 4,442,030

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 26 -

WUS Printed Circuit Co., Ltd. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (gain)
Net gain on financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of the profit of associates
Gain (loss) on disposal of property, plant and
equipment
Gain on disposal of associates for using equity
method
Impairment loss recognized on non-financial
assets
Others
Changes in operating assets and liabilities
Notes receivable
Accounts receivable
Accounts receivable from related parties
Accounts receivable
Inventories
Increase in prepayments
Other current assets
Contract liabilities
Accounts payable
Other payables
Liability provisions
Other current liabilities
Net defined benefit liability
Refund liabilities
Cash generated from (used in) operations
Dividends received
Income tax paid
Net cash generated from operating activities
For the Year Ended December 31
2023
2022
$ 1,215,011
$ 648,350
365,867
364,149
3,589
4,738
(
13 )
560
(
9,026 )
(
18,557 )
53,295
37,685
(
99,086 )
(
81,176 )
(
860,122 )
(
774,758 )
(
1,550 )
(
2,239 )
( 1,025,735 )
-
123,392
115,379
10,957
456
-
9,391
128,913
546,306
25,379
2,469
5,366
8,381
161,957
366,692
31,646
6,748
(
315 )
228
(
5,235 )
(
8,437 )
(
162,714 )
(
507,155 )
50,260
55,700
(
156 )
(
123 )
(
4,346 )
(
2,925 )
(
25,062 )
(
84 )

2,729

12,170
(
14,999 )
783,948
162,312
159,535
(
76,885)
(
103,316)

70,428

840,167
(Continued)
  • 27 -
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through
other comprehensive income
Acquisition of financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at fair value
through profit or loss
Acquisition of investment for using equity method
Proceeds from disposal of investment for using equity
method
Payment for property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other financial assets
Interest received
Income taxes
Net cash generated from (used in) investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in short-term borrowings
Increase in short-term notes and bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Decrease in deposits received
Repayment of the principal portion of lease liabilities
Dividends paid
Interest paid
Dividends claimed over time from shareholders
Net cash generated from (used in) financing
activities
EFFECTS OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE YEAR
CASH AND CASH EQUIVALENTS AT THE END OF
THE YEAR
For the Year Ended December 31 For the Year Ended December 31




















2023
2022
$ -
( $ 9,500 )
(
747,900 )
( 1,193,530 )
739,215
1,772,674
(
24,829 )
-
1,354,470
-
(
283,545 )
(
681,451 )
2,257
2,308
(
247 )
-
(
862 )
(
1,274 )
(
202,891 )
(
61,363 )
141,095
46,514
(
140,822 )

-

835,941
(
125,622)
481,000
(
358,322 )
50,000
-
746,723
686,875
(
775,963 )
(
917,307 )
(
4 )
(
828 )
(
8,538 )
(
8,350 )
(
90,717 )
(
181,435 )
(
66,690 )
(
47,848 )
(
609)
(
278)

335,202
(
827,493)
(
27,289)

14,302
1,214,282
(
98,646 )

766,331

864,977
$ 1,980,613
$ 766,331

The accompanying notes are an integral part of the consolidated financial statements.(Concluded) (With Deloitte & Touche auditors’ report dated March 26, 2024)

  • 28 -

【 Appendices 4 】

WUS Printed Circuit Co., Ltd.

2023 Earnings Distribution Statement

Unit: NT$

Unit: NT$
Item Amount
Undistributed earnings at the beginning of the current year 3,587,828,585
Add: Current year net profit after tax 835,606,380
Add: Recognized retained earnings for remeasurement of
defined benefit plan
14,822,185
Add: Adjusted retained earnings for investments accounted for
using the equity method
3,772,839
The net income after tax for current period plus items other
than the net income after tax for current period but included in 854,201,404
the undistributed earnings of the current year
Subtract: Provision for legal reserve (10%) (85,420,140)
Add: Reversal for statutory special surplus reserve 15,542,102
Current year earnings to be distributed 4,372,151,951
Items for distribution
Dividends-NT$0.5 per share (cash) (91,370,268)
Undistributed earning at the end of the current year 4,280,781,683

Chairman:Hsu, Huan-Chung President: Chen, Chih-Kang Accounting Supervisor: Chen Chi-Nan

  • 29 -