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WUS — AGM Information 2024
Jun 20, 2024
52004_rns_2024-06-20_194bc126-c8be-4794-b71a-94f6598e71f9.pdf
AGM Information
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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
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Independent Directors: Lai, Chien-Hung (Chairman of the Audit
-
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
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(1) 2023 Business Report (Appendix 1)
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(2) Audit Committee’s Review Report on the 2023 Financial Statements (Appendix 2)
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(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)
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Explanation:
-
The company’s 2023 Financial Statements have been audited and certified by Deloitte & Touche.
-
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:
-
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).
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A total of NT$91,370,268 shall be distributed as dividends, i.e., NT$0.5 per share.
-
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.
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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.
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Record date for dividend distribution: The board is authorized to set the date after it is approved at the shareholders meeting.
-
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.)
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【 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.
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Execution performance of business plan of 2023
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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) |
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(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.
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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.
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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.
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- 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.
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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
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【 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
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【 Appendices 3 】
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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:
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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
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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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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
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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.
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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)
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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 |
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| 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)
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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 |
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| 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)
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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) |
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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)
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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
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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.
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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:
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Understand revenue processes and internal control systems, and test the effectiveness of identified critical controls.
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Obtain the annual revenue details and check their completeness, screen out the
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revenue details of the above customers and select samples.
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Check whether the oringal order for the selected sample is properly approved by the responsible officer.
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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.
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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,
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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:
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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
-
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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
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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.
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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)
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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) |
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| 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)
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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)
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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) |
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| 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)
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【 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
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