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XAVi Audit Report / Information 2022

Nov 4, 2022

52328_rns_2022-11-04_514280cb-3106-42a9-ad98-20cbb1393193.pdf

Audit Report / Information

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XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2022 AND 2021


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Xavi Technologies Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Xavi Technologies Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

~2~

資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan 110208 臺北市信義區基隆路一段 333 號 27 樓 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan T: +886 (2) 2729 6666, F:+ 886 (2) 2729 6686, www.pwc.tw

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:

Valuation of inventory

Description

Refer to Notes 4(11), 5 and 6(4) for the description of accounting policy, critical accounting estimates, uncertainty of assumptions and loss on inventory valuation.

The Group’s main inventories are digital audio and video products, broadband communication products, wireless products and artificial intelligence IoT products. The production replacement speed continues to accelerate under the increasingly shorter technology innovation cycle in the network communication product market, and the selling prices fluctuate because of changes in supplies from upstream suppliers and market competition. As a result, the carrying amount of inventories may exceed their net realisable value. Given that the Group’s measurement of net realisable value for inventories that were damaged from ordinary use, obsolete or without market sales value involves management’s subjective judgement, the valuation of inventories has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed whether the Group’s accounting policies comply with the relevant standards and the reasonableness of management’s evaluation process, including the determination of net realisable value of inventories, sales expenses and obsolete inventories. Checked whether the provision policies were consistently adopted in the reporting periods.

~3~

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  1. Obtained the net realisable value statement of inventories to confirm whether the calculation logic was adopted consistently, and tested the data sources of selected samples which includes inventory price or purchase price to verify whether the net realisable value used by the management was in compliance with its policies, and recalculated the accuracy of allowance for inventory valuation losses.

Validity of sales revenue

Description

Refer to Notes 4(25) and 6(15) of the consolidated financial statements for the accounting policy and disclosures in relation to the revenue recognition.

The Group is primarily engaged in the sales of network communication products and its maintenance and repair services. Given that the changes in major customers could have a significant impact on the financial statements, and sales revenue has a high level of inherent risk, the validity of sales revenue transactions from new top ten customers has been assessed as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Obtained an understanding of the basic information of the top ten customers to assess the existence of those customers.

  2. Obtained an understanding and assessed the internal control procedures for new top ten customers and verified the effectiveness of internal controls over revenue recognition, including testing the credit granting procedure and selecting samples to verify sales orders and delivery notes to ascertain the validity of sales revenue transactions.

  3. Performed substantive tests by selecting samples of sales revenue transactions and verifies the transactions against supporting documents to ascertain the validity of sales transactions. Also, checked whether there were any unusual collections and sales returns and discounts after the balance sheet date.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Xavi Technologies Co., Ltd. as at and for the years ended December 31, 2022 and 2021.

~4~

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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 International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

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

~5~

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as 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 Group’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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 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.

6.

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

~6~

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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 of the current period 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.

Chen, Ching Chang[Weng, Shih-Jung ]

For and on Behalf of PricewaterhouseCoopers, Taiwan March 7, 2023

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(3)
7
7
6(4)
8
6(2)
6(5)
6(6)
6(21)
6(10) and 8
December 31, 2022
AMOUNT
%
$
219,692
6
86,850
2
108
-
1,454,382
37
16,323
-
211,606
5
17
-
1,572,827
40
73,172
2
17,310
-
3,652,287
92
7,800
-
273,014
7
31,181
1
3,476
-
11,230
-
6,134
-
332,835
8
$
3,985,122
100
December 31, 2021 December 31, 2021
AMOUNT
$
219,692
86,850
108
1,454,382
16,323
211,606
17
1,572,827
73,172
17,310
3,652,287
7,800
273,014
31,181
3,476
11,230
6,134
332,835
$
3,985,122
AMOUNT
$
212,040
97,682
-
808,300
1,591
11,066
31,366
1,477,712
95,184
11,978
2,746,919
5,370
213,533
49,937
3,336
4,809
3,893
280,878
$
3,027,797
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1210
Other receivables - related parties
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1600
Property, plant and equipment, net
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
7
3
-
27
-
-
1
49
3
1
91
-
7
2
-
-
-
9
100

(Continued)

~8~

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2022
December 31, 2021
Notes
AMOUNT
%
AMOUNT
%
6(7)
$
580,000
15
$
90,000
3
6(2)
14,642
1
2,580
-
6(15)
253,085
6
35,955
1
8,581
-
11,586
-
6(8)
1,241,813
31
1,416,425
47
7
8,831
-
140,445
5
6(9)
463,926
12
320,105
10
7
11,633
-
4,844
-
35,846
1
32,483
1
7
18,832
1
20,460
1
7,231
-
27,176
1
2,644,420
67
2,102,059
69
253
-
253
-
7
12,681
-
29,781
1
12,934
-
30,034
1
2,657,354
67
2,132,093
70
6(12)
768,196
19
695,466
23
6(13)
182,925
4
25,740
1
6(14)
31,991
1
17,176
1
75,872
2
60,795
2
301,258
8
172,399
6
(
32,474) (
1) (
75,872) (
3 )
1,327,768
33
895,704
30
1,327,768
33
895,704
30
9
11
$
3,985,122
100
$
3,027,797
100
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Income tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities
2580
Non-current lease liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

~9~

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Year ended December 31
2022
2021
Notes
AMOUNT
%
AMOUNT
%
6(15) and 7
$
6,006,058
100
$
3,524,960
100
6(4)(19)(20) and
7
(
5,296,997) (
88) (
3,044,763) (
86)
709,061
12
480,197
14
6(19)(20) and 7
(
112,933) (
2) (
75,936) (
2)
(
145,680) (
2) (
104,197) (
3)
(
165,423) (
3) (
150,691) (
4)
12(2)
2,143
-
9,137
-
(
421,893) (
7) (
321,687) (
9)
287,168
5
158,510
5
6(16)
4,111
-
1,815
-
6(17) and 7
5,443
-
13,099
-
6(18)
19,344
- (
2,602)
-
7
(
19,869)
- (
1,221)
-
9,029
-
11,091
-
296,197
5
169,601
5
6(21)
(
35,366) (
1) (
21,946) (
1)
$
260,831
4
$
147,655
4
6(10)
$
2,240
-
$
499
-
43,398
1 (
15,077)
-
$
45,638
1 ($
14,578)
-
$
306,469
5
$
133,077
4
$
260,831
4
$
147,655
4
$
306,469
5
$
133,077
4
6(22)
$
3.73
$
2.12
$
3.65
$
2.10
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Impairment gain determined in
accordance with IFRS 9
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Actuarial gain on defined benefit
plan
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8300
Total other comprehensive
income (loss) for the year
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
Comprehensive income attributable
to:
8710
Owners of the parent
Earnings per share (in NTD
dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

~10~

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

2021
Balance at January 1, 2021
Profit for 2021
Other comprehensive income (loss) for 2021
Total comprehensive income (loss)
Appropriations of 2020 earnings
Legal reserve
Special reserve
Cash dividends
Share-based payments
Balance at December 31, 2021
2022
Balance at January 1, 2022
Profit for 2022
Other comprehensive income for 2022
Total comprehensive income
Appropriations of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Cash capital increase
Share-based payments
Balance at December 31, 2022
Notes Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Equity attributable to owners of the parent Total
Share capital -
common stock
Total capital
surplus,
additional paid-
in capital
Retained Earnings Financial
statements
translation
differences of
foreign
operations
Legal reserve Special reserve Unappropriated
retained
earnings
6(10)
6(14)
6(11)
6(10)
6(14)
6(12)
6(11)
$
695,466
-
-
-
-
-
-
-
$
695,466
$
695,466
-
-
-
-
-
-
72,730
-
$
768,196
$
25,201
-
-
-
-
-
-
539
$
25,740
$
25,740
-
-
-
-
-
-
147,739
9,446
$
182,925



$
2,194
-
-
-
14,982
-
-
-
$
17,176
$
17,176
-
-
-
14,815
-
-
-
-
$
31,991
$
19,751
-
-
-
-
41,044
-
-
$
60,795
$
60,795
-
-
-
-
15,077
-
-
-
$
75,872
$
149,818
147,655
499
148,154
(
14,982 )
(
41,044 )
(
69,547 )
-
$
172,399
$
172,399
260,831
2,240
263,071
(
14,815 )
(
15,077 )
(
104,320 )
-
-
$
301,258
($
60,795)
-
(
15,077)
(
15,077)
-
-
-
-
($
75,872)
($
75,872)
-
43,398
43,398
-
-
-
-
-
($
32,474)
$
831,635
147,655
(
14,578 )

133,077
-
-
(
69,547 )
539
$
895,704
$
895,704
260,831
45,638
306,469
-
-
(
104,320 )
220,469
9,446
$ 1,327,768

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

~11~

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization expense

Impairment gain determined in accordance with IFRS
9

Net loss (gain) on financial assets and liabilities at fair
value through profit or loss - others

Net (gain) loss on financial assets and liabilities at fair
value through profit or loss - derivative

Share-based payments

Interest income

Interest expense
Dividend income

(Gain) loss on disposal of property, plant and
equipment

Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through
profit or loss - derivative instruments
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Net defined benefit liability
Cash outflow generated from operations
Interest received
Interest paid
Income tax paid
Dividends received
Net cash flows used in operating activities
YearendedDecember 31
Notes
2022
2021
$
296,197 $
169,601
6(5)(6)(19)
88,700
72,707
6(19)
2,756
2,722
12(2)
(
2,143 ) (
9,137 )
6(2)(18)
7,415 (
9,771 )
6(2)(18)
(
42,019 )
1,979
6(11)
9,446
539
6(16)
(
4,111 ) (
1,815 )
19,869
1,221
6(17)
(
3,115 ) (
7,632 )
6(18)
(
512 )
412
54,238 (
482 )
(
108 )
2,517
(
643,930 ) (
110,285 )
(
14,163 )
530
(
193,169 ) (
2,490 )
31,482 (
5,104 )
(
10,801 ) (
1,033,644 )
24,131 (
36,978 )
(
5,169 ) (
11,938 )
217,522
31,393
(
3,188 ) (
6,025 )
(
216,021 )
807,151
(
138,027 ) (
6,567 )
141,873
66,778
1,002
261
(
19,997 )
1,460
(
16 ) (
7 )
(
401,858 ) (
82,604 )
4,111
1,815
(
19,099 ) (
1,100 )
(
38,866 ) (
26,410 )
3,115
7,632
(
452,597 ) (
100,667 )

(Continued)

~12~

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets and liabilities at fair value
through profit or loss - others
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
(Increase) decrease in other non-current assets
Increase in refundable deposits
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Repayment of lease liabilities
Cash dividends paid

Cash capital increase

Net cash flows from (used in) financing activities
Effect of exchange rate changes
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
YearendedDecember 31
Notes
2022
2021
($
2,199 ) ($
2,823 )
3,029
122,932
6(23)
(
127,880 ) (
68,427 )
5,850
582
(
2,808 ) (
2,935 )
(
2,168 )
6,446
(
30 ) (
265 )
(
126,206 )
55,510
6(24)
490,000
40,000
(
20,760 ) (
20,001 )
6(14)
(
104,320 ) (
69,547 )
6(12)
220,469
-
585,389 (
49,548 )
1,066
20,425
7,652 (
74,280 )
6(1)
212,040
286,320
6(1)
$
219,692 $
212,040

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

~13~

XAVI TECHNOLOGIES CO., LTD AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY AND ORGANISATION

XAVi Technologies Co., Ltd. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) in June 1997 and commenced its operations in October 1997. The Company has been a listed company since August 2004. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the research and development, manufacture and sales of network communication products, etc. As of December 31, 2022, Chicony Electronics Co., Ltd. holds a 40.55% equity interest in the Company and is the Company’s ultimate parent company.

  1. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION

These consolidated financial statements were authorised for issuance by the Board of Directors on March 7, 2023.

  1. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  2. (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:

New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Amendments to IFRS 3, ‘Reference to the conceptual framework’
Amendments to IAS 16, ‘Property, plant and equipment: proceeds
before intended use’
Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a
contract’
Annual improvements to IFRSs Standards 2018- 2020
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

~14~

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 12, ‘Deferred tax related to assets and liabilities January 1, 2023
arising from a single transaction’

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New Standards,Interpretations andAmendments Effective date by
International Accounting
StandardsBoard
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets
between an investor and its associate or joint venture’
Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’
IFRS 17, ‘Insurance contracts’
Amendments to IFRS 17, ‘Insurance contracts’
Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9
- comparative information’
Amendments to IAS 1, ‘Classification of liabilities as current or non-
current’
Amendments to IAS 1, ‘Non-current liabilities with covenants’
To be determined by
International Accounting
Standards Board
January 1, 2024
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2024
January 1, 2024

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

~15~

(1) Compliance statement

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(2) Basis of preparation

  • A. Except for the following items, the Group’s financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Defined benefit assets/liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries

  • (b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated.

  • (c) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

~16~

B. Subsidiaries included in the consolidated financial statements:

Name of
Name of
Main business
investor
subsidiary
activities
December31,2022
December31,2021

The
Company
Directmax
International
Ltd.
(Directmax)
Overseas
investment
100%
100%
The
Company
XAVi
Technologies
(Thailand)
Co., Ltd.
Manufacturing,
puchases, and
sales of
network
communication
products
100%
100%
Directmax
International
Ltd.
(Directmax)
XAVi
Overseas
Ltd.
(XAVi
Overseas)
Overseas
investment
100%
100%
Directmax
International
Ltd.
(Directmax)
Systemax
Development
Ltd.
(Systemax)
Purchases and
sales of
network
communication
products
100%
100%
Directmax
International
Ltd.
(Directmax)
XAVi
Technology
(Suzhou)
Co., Ltd.
Manufacturing,
puchases, and
sales of
network
communication
products
100%
100%
Ownership (%)
Description
-
Note
-
-
-

Note: The subsidiary increased its capital in the amount of THB25,000 thousand and THB5,000 thousand during the second quarter of 2022 and 2021, respectively.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Group’s presentation currency.

~17~

A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

  • (c) All resulting exchange differences are recognised in other comprehensive income.

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

~18~

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(8) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

~19~

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(9) Impairment of financial assets

For debt instruments measured at fair value through other comprehensive income including accounts receivable that have a significant financing component, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

(10) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(11) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and applicable variable selling expenses.

(12) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

~20~

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

Machinery and equipment Office equipment Other equipment

1~10 years 1~10 years 1~5 years

(13) Leasing arrangements (lessee) right-of-use assets / lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable. The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date;

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(14) Intangible assets

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 1 to 5 years.

~21~

(15) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(16) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(17) Notes and accounts payable

Accounts and notes payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(18) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

(19) Non-hedging and embedded derivatives

Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.

(20) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and should be recognised as expense in that period when the employees render service.

~22~

B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

(b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

  • ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

iii. Past service costs are recognised immediately in profit or loss.

C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises an expense when it can no longer withdraw an offer of termination benefits or when it recognises related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after the balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the fair value per share estimated using a valuation technique specified in IFRS 2, ‘Share-based Payment’.

~23~

- (21) Employee share based payment

For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonvesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

(22) Income tax

  • A. The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

~24~

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(23) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(24) Dividends

Cash dividends are recorded in the Group’s financial statements in the period in which they are resolved by the Group’s shareholders or resolved by the more than half of the directors present at the meeting where more than two-thirds of the directors are present. Cash dividends are recorded as liabilities. Stock dividends are recorded in the Group’s financial statements in the period in which they are resolved by the Group’s shareholders. Stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(25) Revenue recognition

  • A. Sales of goods

  • (a) The Group’s sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customers, and either the customers has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

  • (b) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

B. Service revenue

The Group provides OEM services for communication products. Revenue from delivering services is recognised under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured based on the percentage of contract costs incurred for services performed as of the financial reporting date to the estimated total costs for the service contract. If the outcome of a service contract cannot be estimated reliably, contract revenue is recognised only to the extent that

~25~

contract costs incurred are likely to be recoverable.

  • C. Incremental costs of obtaining a contract

Given that the contractual period lasts less than one year, the Group recognises the incremental costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.

(26) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial yea r; and the related information is addressed below:

  • (1) Critical judgements in applying the Group’s accounting policies

  • None

  • (2) Critical accounting estimates and assumptions

  • Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

As of December 31, 2022, the carrying amount of inventories was $1,572,827.

~26~

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
December31,2022
694
$ 201,359
17,639
219,692
$
December31,2021
1,187
$ 180,438
30,415
212,040
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Group has no cash and cash equivalents pledged to others.

(2) Financial assets and liabilities at fair value through profit or loss

Items December 31,2022 December 31,2021
Current items:
Financial assets mandatorily measured at fair
value through profit or loss
Non-hedging derivatives
Forward foreign exchange contracts $ 926
1,083
Listed stocks 100,600 104,868
Convertible bonds 22,770 22,770
124,296 128,721
Valuation adjustment ( 37,446)
( 31,039)
$ 86,850 $ 97,682
Financial liabilities mandatorily measured at
fair value through profit or loss
Non-hedging derivatives
Forward foreign exchange contracts $ 14,642
$ 2,580
Non-current items:
Financial assets mandatorily measured at fair
value through profit or loss
Beneficiary certificates $ 30,000
$ 30,000
Valuation adjustment ( 22,200)
( 24,630)
$ 7,800
$ 5,370

~27~

  • A. Amounts recognised in profit or loss in relation to financial assets at fair value through profit or loss are listed below:

==> picture [455 x 388] intentionally omitted <==

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

Year ended December 31
2022 2021
Equity instruments ($ 9,856) $ 12,348
Debt instrument 11 ( 1,917)
Beneficiary certificates 2,430 ( 660)
Derivative instruments 42,019 ( 1,979)
$ 34,604 $ 7,792
B. Details of the transactions and contract information related to derivative financial liabilities which
were not accounted for using hedge accounting are as follows:
December 31, 2022
Contract amount
Derivative financial liabilities (notional principal) Expiry date
Current items:
Forward foreign exchange contracts
- Buy USD sell RMB USD 7,000 thousand 2023.1.19-2023.6.21
- Buy USD sell THB USD 8,000 thousand 2023.1.19-2023.2.28
December 31, 2021
Contract amount
Derivative financial liabilities (notional principal) Expiry date
Current items:
Forward foreign exchange contracts
- Buy USD sell RMB USD 8,000 thousand 2022.1.18-2022.3.10
- Buy USD sell THB USD 5,000 thousand 2022.1.18-2022.2.14
----- End of picture text -----

  • B. Details of the transactions and contract information related to derivative financial liabilities which were not accounted for using hedge accounting are as follows:

Forward foreign exchange contracts

The Group entered into forward foreign exchange contracts to buy (sell) forward foreign exchange to hedge exchange rate risk of import and export proceeds. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

  • C. The Group has no financial assets at fair value through profit or loss pledged to others as collateral.

  • D. Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).

~28~

(3) Notes and accounts receivable

December31,2022 December31,2022 December 31,2021
Notes receivable $ 108
$ -
Accounts receivable $ 1,469,128
$ 825,076
Less: Allowance for uncollectible accounts ( 14,746)
( 16,776)
$ 1,454,382
$ 808,300
  • A. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:
Not past due
1 - 30 days
31 - 60 days
Over 90 days
December Notes
receivable
108
$ -
-
-
108
$ 31,2022
December 31,2021
Accounts
receivable
1,363,296
$ 95,420
76
10,336
1,469,128
$
Accounts
receivable
757,752
$ 53,677
417
13,230
825,076
$
receivable
-
$ -
-
-
-
$

The above ageing analysis was based on past due date.

  • B. As of December 31, 2022 and 2021, accounts receivable were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers amounted to $796,276.

  • C. The Group has no accounts receivable pledged to others.

  • D. As at December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable was approximate to the carrying amount.

  • E. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).

(4) Inventories

Raw materials
Work in progress
Finished goods
December31,2022
Cost
1,057,208
$ 336,515
371,846
1,765,569
$
Allowance for
valuation loss
168,152)
($ 13,592)
(
10,998)
(
192,742)
($
Bookvalue
889,056
$ 322,923
360,848
1,572,827
$

~29~

Raw materials
Work in progress
Finished goods
December31,2021
Cost
1,338,244
$ 95,482
137,136
1,570,862
$
Allowance for
valuation loss
74,666)
($ 4,209)
(
14,275)
(
93,150)
($
Bookvalue
1,263,578
$ 91,273
122,861
1,477,712
$

B. The cost of inventories recognised as expense for the year:

Year ended December 31, 2022 Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2021
Cost of goods sold $ 5,171,714
$ 3,003,668
Loss on physical inventory 119,715
37,226
Others 5,568
3,869
$ 5,296,997 $ 3,044,763

Other related losses and gains include (gain) or loss on inventory, disposal, and scrap revenue.

(5) Property, plant and equipment

At January 1
Cost
Accumulated depreciation
Opening net book amount
Additions
Disposals
Depreciation charge
Net exchange differences
Closing net book amount
At December 31
Cost
Accumulated depreciation
2022
Machinery
Office
Other
equipment
equipment
equipment
427,499
$ 47,685
$ 40,964
$ 516,148
$ 236,858)
(
31,923)
(
33,834)
(
302,615)
(
190,641
$ 15,762
$ 7,130
$ 213,533
$ 190,641
$ 15,762
$ 7,130
$ 213,533
$ 111,696
13,032
1,214
125,942
5,338)
(
-
-
5,338)
(
57,445)
(
6,699)
(
3,783)
(
67,927)
(
5,780
993
31
6,804
245,334
$ 23,088
$ 4,592
$ 273,014
$ 539,423
$ 60,577
$ 41,262
$ 641,262
$ 294,089)
(
37,489)
(
36,670)
(
368,248)
(
245,334
$ 23,088
$ 4,592
$ 273,014
$ Total

~30~

2021 2021 2021
Machinery Office Other
equipment equipment equipment Total
At January 1
Cost $ 382,212
$ 40,030
$ 51,033
$ 473,275
Accumulated depreciation ( 201,090)
( 27,884)
( 40,543)
( 269,517)
$ 181,122 $ 12,146 $ 10,490
$ 203,758
Opening net book amount $ 181,122
$ 12,146
$ 10,490
$ 203,758
Additions 60,347 8,988 389
69,724
Disposals ( 994)
- -
( 994)
Reclassifications - -
361 361
Depreciation charge ( 43,487)
( 4,944)
( 3,993)
( 52,424)
Net exchange differences ( 6,347)
( 428)
( 117)
( 6,892)
Closing net book amount $ 190,641
$ 15,762
$ 7,130 $ 213,533
At December 31
Cost $ 427,499
$ 47,685
$ 40,964
$ 516,148
Accumulated depreciation ( 236,858)
( 31,923)
( 33,834)
( 302,615)
$ 190,641 $ 15,762 $ 7,130
$ 213,533
  • A. The Group has no property, plant and equipment pledged to others.

  • B. The Group has no interest capitalised for the years ended December 31, 2022 and 2021.

  • (6) Lease transactions lessee

  • A. The Group leases various assets including buildings and structures. Rental contracts are typically made for periods of 1 to 4 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants.

  • B. Short-term leases with a lease term of 12 months or less comprise parking and office spaces, etc. Low-value assets comprise multifunction printers. These leases are not included in right-of-use assets.

  • C. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Buildings and structures
Buildings and structures
December31,2022
December31,2021
Carrying amount
Carrying amount
31,181
$ 49,937
$ YearendedDecember31
December31,2021
Carrying amount
49,937
$
2022
Depreciation charge
20,773
$
2021
Depreciation charge
20,283
$

~31~

  • D. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets were $0 and $53,974, respectively.

  • E. Information on profit or loss in relation to lease contracts is as follows:

Year ended December 31
2022 2021
Items affecting profit or loss
Interest expense on lease liabilities $ 420
$ 595
Expense on short-term lease contracts 28,234 14,275
Expense on leases of low-value assets 110
191
  • F. For the years ended December 31, 2022 and 2021, the Group’s total cash outflow for leases were $49,524 and $35,062, respectively.

(7) Short-term borrowings

Type of borrowings
Bank borrowings
Unsecured borrowings
Type of borrowings
Bank borrowings
Unsecured borrowings
December31,2022
580,000
$ December31,2021
90,000
$
Interest rate range
1.44%~2.00%
Interest rate range
0.85%~0.89%
Collateral
None
Collateral
None

Refer to Note 9 for details of guarantee notes issued for the above borrowings as of December 31, 2022 and 2021.

(8) Accounts payable

Accounts payable
Estimated accounts payable
December31,2022 December31,2021
982,981
$ 258,832

1,241,813
$
875,585
$ 540,840
1,416,425
$

~32~

(9) Other payables

Wages, salaries and bonuses payable
Employees’ compensation and directors’ and
supervisors’ remuneration payable
Testing expenses payable
Processing expenses payable
Payables for freight and customs fees
Payables for machinery and equipment
Service fees payable
Others
December31,2022
100,803
$ 42,448
190,308
14,072
30,746
5,251
4,711
75,587
463,926
$
December31,2021
99,504
$ 25,258
85,588
14,210
27,677
7,189
6,898
53,781
320,105
$

(10) Pensions

A. Defined benefit plans

  • (a) The Group has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Group contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Group would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Group will make contributions for the deficit by next March.

  • (b) The amounts recognised in the balance sheet are as follows:

December 31,2022 December 31,2021
Present value of defined benefit obligations ($ 16,700)
($ 17,336)
Fair value of plan assets 21,304 19,684
Net defined benefit asset $ 4,604 $ 2,348

~33~

(c) Movements in net defined benefit assets are as follows:

Present value of
defined benefit
obligations
2022
Balance at January 1
17,336)
($ Interest (expense) income
121)
(
17,457)
(
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense)
-
Change in financial assumptions
570
Experience adjustments
187
757
Pension fund contribution
-
Paid pension
-

Balance at December 31
16,700)
($ Present value of
defined benefit
obligations
2021
Balance at January 1
17,490)
($ Interest (expense) income
52)
(
17,542)
(
Remeasurements:
Return on plan assets (excluding
amounts included in interest
income or expense)
-
Change in demographic assumptions
13)
(
Change in financial assumptions
544
Experience adjustments
325)
(
206
Pension fund contribution
-
Paid pension
-
Balance at December 31
17,336)
($
Fair value of
Net defined
planassets
benefit asset
19,684
$ 2,348
$ 137

16
19,821
2,364
1,483

1,483
-

570
-

187
1,483

2,240
-
-
-
-
21,304
$ 4,604
$ Fair value of
Net defined
plan assets
benefit asset
19,332
$ 1,842
$ 59
7
19,391
1,849
293
293
-
13)
(
-
544
-
325)
(
293
499
-
-
-
-
19,684
$ 2,348
$
Net defined
benefit asset
2,348
$ 16
2,364
1,483
570
187
2,240
-
-
4,604
$

~34~

  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Group’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Group has no right to participate in managing and operating that fund and hence the Group is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
2022
2021
1.20%
0.70%
3.00%
3.00%
YearendedDecember31
2022
2021
1.20%
0.70%
3.00%
3.00%
YearendedDecember31
0.70%
3.00%

Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Increase 0.25%
Decrease 0.25%
December 31, 2022
Effect on present
value of defined
benefit obligation
272)
($ 281
$ December 31, 2021
Effect on present
value of defined
benefit obligation
318)
($ 329
$ Discountrate
Future salaryincreases Future salaryincreases
Increase 0.25%
Decrease 0.25%
244
$ 238)
($ 288
$ 281)
($
Decrease 0.25%

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

~35~

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2023 amount to $0.

  • B. Defined contribution plans

  • (a) Effective July 1, 2005, the Group has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Group contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) XAVi Technologies (Suzhou) Co., Ltd. has a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations.

  • (c) The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2022 and 2021 were $30,067 and $25,030, respectively.

(11) Share-based payment

  • A. For the years ended December 31, 2022 and 2021, the Group’s share-based payment arrangements were as follows:
Type of arrangement
First employee stock options
Cash capital increase reserved
for employee preemption
Grant date
2021.8.31
2022.12.1
Quantity
granted
910
503
Contract
period
4 years
-
Vesting
conditions
Note

Note: Stocks options are 50% vested after two years from the grant date and 100% vested after three years from the grant date.

~36~

B. Details of the share-based payment arrangements are as follows:

  • (a) First employee stock options
First employee stock options
2022 2021
Weighted-average Weighted-average
No. of options exercise price No. of options exercise price
(in thousands) (in dollars) (in thousands) (in dollars)
Options outstanding at January 1 894
15
$
-
$ -
Options granted - -
910
15
Options expired ( 92)
-
( 16)
-
Options outstanding at
December 31 802
15 894
15
Options exercisable at
December 31 - - - -

(b) Cash capital increase reserved for employee preemption

Options outstanding at January 1
Options granted
Options exercised
Options expired
Options outstanding at
December 31
Options exercisable at
December 31
Weighted-average
No. of options
(in thousands)
exercise price
(in dollars)
-
-
$ 503
26
499)
(
26
4)
(
-
-
-

-
-

2022
2021 2021
No. of options
(in thousands)
No. of options
(in thousands)
Weighted-average
exercise price
(in dollars)
-
503
499)
(
4)
(
-
-
-
-

-
-
-
-
-
$ -
-
-
-
-
  • C. As of December 31, 2022 and 2021, the exercise prices of stock options outstanding was both $15 (in dollars); and the weighted-average remaining contractual period was 2.5 years and 3.25 years, respectively.

  • D. The fair value of stock options granted on grant date is measured using the Black-Scholes optionpricing model. Relevant information is as follows:

Type of
arrangement
First employee
stock options
Cash capital
increase
reserved for
employee
preemtion
Grant date
2021.8.31
2022.12.1
Stock price
(in dollars)

$ 15.95
41.60
Exercise
price
(in dollars)
$ 15
26
Expected
price
volatility
34.49%
34.94%
Expected
option
life
3.25 years
0.02 years
Expected
dividends
0.00%
0.00%
Risk-
free
rate

0.27%
0.84%
Fair value
per unit
(in dollars)
$ 4.3229
15.6042

~37~

  • E. Expenses incurred on share-based payment transactions are shown below:
Yearended December31
2022 2021
Equity-settled 9,446
$
539
$

(12) Share capital

  • A. As of December 31, 2022, the Group’s authorised capital was $1,000,000 and the paid-in capital was $768,196, consisting of 76,820 thousand shares of ordinary stock, with a par value of $10 (in dollars) per share.

Movements in the number of the Group’s ordinary shares outstanding are as follows:

At January 1
Cash capital increase
At December 31
2022
2021
(shares in thousands)
(shares in thousands)
69,547

69,547
7,273
-

76,820

69,547
  • B. On September 22, 2022, the Board of Directors of the Company resolved to increase its cash capital by issuing common shares amounting to 7,273 thousand shares before initial public offering. Before the listing, the weighted average price of bidding auction was NT$32.95 (in dollars) per share and the offering price of public subscription was NT$26 (in dollars) per share, the total issuance amount amounted to $223,469 thousand. The offering price for issuing new shares amounting to $3,000 thousand was an additional paid-in capital used as a deduction of capital surplus. The effective date was set on December 13, 2022. All proceeds from shares issued have been collected and the registration for the change had been completed.

(13) Capital surplus

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Group has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

~38~

(14) Retained earnings

  • A. Under the Company's Articles of Incorporation, the current year’s profit after tax, if any, shall first be used to offset prior years’ operating losses (including the adjustment of unappropriated earnings) and then 10% of the remaining amount shall be set aside as legal reserve until it reaches the Company's paid-up capital. After that, special reserve shall be set aside or reversed in accordance with related regulations issued by the Competent Authority. The remainder, if any, along with accumulated unappropriated earnings at the beginning of the year (including the adjustment of unappropriated earnings) shall be proposed by the Board of Directors in accordance with Article 20-2 of the Company's Articles of Incorporation and resolved at the shareholders’ meeting as dividends to shareholders. Effective from June 4, 2019, the Board of Directors may, upon resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, distribute dividends and bonus, legal reserve or capital surplus, in whole or in part, in the form of cash, which shall also be reported at the shareholders’ meeting. The above distribution is not subject to approval by the shareholders.

  • B. The Company's dividend policy is summarised below: the Company is in the development stage of the electronics industry. The dividend policy should be formulated by considering both the capital requirements of the new products and the increase in return on stockholders’ equity. Therefore, the total amounts of stockholders’ dividends should not exceed 90% of the total distributable earnings, and cash dividends shall account for at least 10% of the total dividends distributed. The above restrictions will not be applicable if total amount of stockholders’ dividends is less than $0.5 (in dollars) per share. However, cash dividends shall account for at least 10% of the total dividends distributed but the actual distribution ratio is subject to the resolution of the shareholders.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company's paid-in capital.

D. Special reserve

  • (a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

~39~

  • (b) The amounts previously set aside by the Company as special reserve of $5,672 on initial application of IFRSs in accordance with Order No. Financial-Supervisory-SecuritiesCorporate-1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.

  • E. Distribution of retained earnings:

  • (a) Events after the Balance Sheet Date

    • Details of the distribution of 2022 earnings as approved at the Board of Directors’ meeting on March 7, 2023 are as follows:
YearendedDecember YearendedDecember 31,2022
Dividend
per share
Amount (in dollars)
Legal reserve $ 26,307
Special reserve ( 43,398)
Cash dividends 176,685 $ 2.30
$ 159,594

For the appropriations of 2022 earnings, aside from the cash dividends which have been resolved by the Board of Directors and shall only be reported to the shareholders, the remaining appropriations have not yet been resolved by the shareholders as of March 7, 2023.

  • (b) Details of the distribution of 2021 earnings as approved at the shareholders’ meeting on June 9, 2022 are as follows:
Legal reserve
Special reserve
Cash dividends
YearendedDecember31,2021 YearendedDecember31,2021
Amount
14,815
$ 15,077
104,320
134,212
$
Dividend
per share
(in dollars)
1.50
$
  • F. For the information relating to employees’ compensation and directors’ and supervisors’ remuneration, refer to Note 6(20).

~40~

(15) Operating revenue

A. Disaggregation of revenue from contracts with customers:

Year ended December 31, 2022
Revenue from contracts with customers
At a point in time - sales of goods
Digital audio and video products
Broadband communication products
Wireless products
Artificial intelligence IoT products
Others
Over time - sales of services
Year ended December 31, 2021
Revenue from contracts with customers
At a point in time - sales of goods
Digital audio and video products
Broadband communication products
Wireless products
Artificial intelligence IoT products
Others
Over time - sales of services
Taiwan
1,087,882
$ 3,301,111
476,896
944,610
17,981
170,426
5,998,906
$ 747,983
$ 1,184,650
427,576
912,610
19,849
211,642
3,504,310
$
Asia
-
$ -
-
6,301
851
-
7,152
$ 1,044
$ -
-
5,666
13,751
189
20,650
$
Total
1,087,882
$ 3,301,111
476,896
950,911
18,832
170,426
6,006,058
$
749,027
$ 1,184,650
427,576
918,276
33,600
211,831
3,524,960
$

B. Contract assets and liabilities

The Group has recognised the following revenue-related contract assets and liabilities:

Contract liabilities December 31, 2022
253,085
$
December31,2021
35,955
$
January1,2021
4,562
$

The contract liability balances at the beginning of 2022 and 2021 have all been recognsied in the operating revenue for the years ended December 31, 2022 and 2021.

(16) Interest income

Interest income Year ended December 31 Year ended December 31
2022
4,111
$
2021
1,815
$

~41~

(17) Other income

Year ended December 31

Dividend income
Other income
2022
2021
3,115
$ 7,632
$ 2,328

5,467
5,443
$ 13,099
$

(18) Other gains and losses

YearendedDecember31 YearendedDecember31
2022 2021
Gain (loss) on disposals of property, plant
and equipment $ 512
($ 412)
Net currency exchange loss ( 14,811)
( 8,703)
Net gain (loss) on financial assets or liabilities at
fair value through profit or loss - derivatives 42,019 ( 1,979)
Net (loss) gain on financial assets or liabilities at
fair value through profit or loss - others ( 7,415)
9,771
Others ( 961)
( 1,279)
$ 19,344 ($ 2,602)

(19) Expenses by nature

Employee benefit expense
Depreciation charge
Amortisation charges on intangible
assets
Employee benefit expense
Depreciation charge
Amortisation charges on intangible
assets
YearendedDecember31, YearendedDecember31, 2022
Cost
Expenses
365,661
$ 285,425
$ 69,374
19,326
1,149
1,607
YearendedDecember31,
Total
651,086
$ 88,700
2,756
2021
Cost
220,827
$ 51,675
1,012
Expenses
229,246
$ 21,032
1,710
Total
450,073
$ 72,707
2,722

~42~

(20) Employee benefit expense

Wages and salaries
Labour and health insurance fees
Pension costs
Other personnel expenses
Wages and salaries
Labour and health insurance fees
Pension costs
Other personnel expenses
Cost
Expenses
319,346
$ 246,138
$ 10,677
15,281

16,782
13,285

18,856
10,721

365,661
$ 285,425
$ Cost
Expenses
188,401
$ 198,616
$ 7,098
14,405

15,912
9,111
9,416
7,114

220,827
$ 229,246
$ YearendedDecember31,
YearendedDecember31,
Total
565,484
$ 25,958
30,067
29,577
651,086
$ 2022
Total
2021
387,017
$ 21,503
25,023
16,530
450,073
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 12% for employees’ compensation and shall not be higher than 1.5% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at $39,183 and $23,315, respectively; while directors’ and supervisors’ remuneration was accrued at $3,265 and $1,943, respectively. The aforementioned amounts were recognised in salary expenses.

The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 12% and 1% of distributable profit for the year ended December 31, 2022, respectively. The employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were $39,183 and $3,265, respectively, and the employees’ compensation will be distributed in the form of cash.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration for 2021 as resolved by the Board of Directors amounted to $23,315 and $1,943, respectively, and were in agreement with those amounts recognised in the 2021 financial statements.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Group as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~43~

(21) Income tax

A. Components of income tax expense:

YearendedDecember31 YearendedDecember31 YearendedDecember31 YearendedDecember31
2022 2021
Current tax:
Current tax on profits for the year $ 47,976
$ 31,687
Tax on undistributed earnings 697 1,212
Prior year income overestimation ( 6,886)
( 8,735)
Total current tax 41,787
24,164
Deferred tax:
Origination temporary differences ( 6,421)
( 2,218)
Income tax expense $ 35,366
$ 21,946

B. Reconciliation between income tax expense and accounting profit

YearendedDecember31 YearendedDecember31 YearendedDecember31 YearendedDecember31
2022 2021
Tax calculated based on profit before tax and
statutory tax rate $ 106,761
$ 28,607
Effect from items adjusted in accordance
with tax regulation ( 65,206)
( 1,478)
Temporary difference not recognised as
deferred tax assets - 7,047
Prior year income tax overestimation ( 6,886)
( 8,735)
Change in assessment of realisation of
deferred tax
Effect from investment tax credits - ( 4,707)
Tax on undistributed earnings 697
1,212
Income tax expense $ 35,366 $ 21,946

~44~

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:

2022
Recognised in
At January1 profit or loss At December31
Deferred tax assets:
Unrealised exchange loss $ 3,984
$ 4,448
$ 8,432
Unrealised financial asset
evaluation loss 299
2,444
2,743
Allowance for doubtful
accounts in excess of tax limit 471
( 471)
-
Unrealised pension contribution 55 - 55
4,809 6,421 11,230
Deferred tax liabilities:
Gains on investments in foreign
investees accounted for using
the equity method ($ 253)
$ -
($ 253)
( 253)
- ( 253)
$ 4,556
$ 6,421 $ 10,977
2021
Recognised in
At January1 profit or loss At December31
Deferred tax assets:
Unrealised exchange loss $ 2,164
$ 1,820
$ 3,984
Unrealised financial asset
evaluation loss - 299 299
Allowance for doubtful
accounts in excess of tax limit 471 - 471
Unrealised pension contribution - 55 55
2,635 2,174 4,809
Deferred tax liabilities:
Advance funded pension expense ($ 44) $ 44 $ -
Gains on investments in foreign
investees accounted for using the
equity method ( 253)
- ( 253)
( 297)
44 ( 253)
$ 2,338 $ 2,218 $ 4,556
  • D. The Group’s income tax returns through 2020 have been assessed and approved by the Tax Authority.

~45~

(22) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Assumed conversion of all
dilutive potential ordinary
shares - employees’
compensation
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary
shares
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Assumed conversion of all
dilutive potential ordinary
shares - employees’
compensation
Profit attributable to ordinary
shareholders of the parent plus
assumed conversion of all
dilutive potential ordinary
shares
YearendedDecember31,2022
Amount
Weighted average
number of ordinary
shares outstanding
Earnings per share
aftertax
(sharesinthousands)
(indollars)
260,831
$ 69,925
3.73
$ -
1,563
260,831
$ 71,488
3.65
$ YearendedDecember31,2021
Amount
Weighted average
number of ordinary
shares outstanding
Earnings per share
aftertax
(sharesinthousands)
(indollars)
147,655
$ 69,547
2.12
$ -
919
147,655
$ 70,466
2.10
$
2.12
$
2.10
$

~46~

(23) Supplemental cash flow information

Investing activities with partial cash payments:

Year ended December 31 December 31 December 31
2022 2021
Purchase of property, plant and equipment $ 125,942
$ 69,724
Net decrease (increase) in payable on equipment
for the year 1,938
( 1,297)
Cash paid during the year $ 127,880
$ 68,427

(24) Changes in liabilities from financing activities

At January 1
Changes in cash flow from financing activities
Impact of changes in foreign exchange rate
At December 31
At January 1
Changes in cash flow from financing activities
Changes in other non-cash items
Impact of changes in foreign exchange rate
At December 31
2022
Short-term
Payments of
borrowings
leaseliabilities
90,000
$ 50,241
$ 490,000
20,760)
(
-
2,032
580,000
$ 31,513
$ 2021
Total
140,241
$ 469,240
2,032
611,513
$
Short-term
Payments of
borrowings
leaseliabilities
Total
50,000
$ 18,142
$ 68,142
$ 40,000
20,001)
(
19,999
-
53,974
53,974
-
1,874)
(
1,874)
(
90,000
$ 50,241
$ 140,241
$
Total
140,241
$

7. RELATED PARTY TRANSACTIONS

(1) Parent and ultimate controlling party

The parent company of the Group is Chicony Electronics Co., Ltd., which owns 40.55% of the Group’s shares. The remaining 59.45% of the shares are widely held.

~47~

(2) Names of related parties and relationship

Names of related parties

Relationship with the Company

Chicony Electronics Co., Ltd. Parent company Chicony Power Technology Co., Ltd. Subsidiary of the parent (other related party) Chicony Electronics (Suzhou) Co., Ltd. Subsidiary of the parent (other related party) Chicony America Inc. (CAI) Subsidiary of the parent (other related party) Chicony Power Technology (Thailand) Co., Ltd. Subsidiary of the parent (other related party) Chicony Electronics (Thailand) CO., Ltd. (CET) Subsidiary of the parent (other related party)

(3) Significant related party transactions

A. Operating revenue:

Operating revenue:
Sales of goods:
Parent company
Other related parties
Sales of services:
Chicony Electronics (Suzhou) Co., Ltd.
2022
2021
3,973
$ 1,042
$ 6,301
49
10,274
$ 1,091
$ -
$ 10,561
$ YearendedDecember31
1,042
$ 49
1,091
$
10,561
$

Goods are sold based on the price lists in force and terms that would be available to third parties.

B. Purchases:

Purchases of goods:
CET
Other related parties
Year ended December31 Year ended December31
2022
8,317
$ -
8,317
$
2021
544,092
$ 5,625
549,717
$

Goods are purchased from related parties and non-related parties based on general purchase terms and conditions.

~48~

C. Receivables from related parties:

Accounts receivable:
Parent company
CAI
Chicony Electronics (Suzhou) Co., Ltd.
Other receivables:
CET
Other related parties
December31,2022
December31,2021
4,185
$ -
$ 12,138
-
-

1,591
16,323

1,591
-
$ 31,366
$ 17
-

17
31,366

16,340
$ 32,957
$

The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest. Other receivables arise mainly from payments on behalf of related parties.

D. Payables to related parties:

Accounts payable:
CET
Other related parties
Other payables:
Parent company
Chicony Electronics (Suzhou) Co., Ltd.
CET
December31,2022
8,831
$ -
8,831
1,506
$ 7,271
2,856
11,633
20,464
$
December31,2021
$ 139,369
$ 1,076
140,445
$ 1,498
$ 2,356
990
4,844
$ 145,289
$

The accounts payable arise mainly from purchase transactions. The accounts payable bear no interest. Other payables mainly pertain to labour management expenditures, collections on behalf of related parties, operating leases, payments on behalf of related parties, etc.

~49~

E. Service purchase and other expenses

Parent company
Chicony Electronics (Suzhou) Co., Ltd.
CET
December31,2022
3,123
$ 19,946
13,172
36,241
$
December31,2021
2,854
$ 11,547
-
14,401
$

Purchases of services pertain to the expenses arising from labour management services rendered by the above related parties to the Group.

  • F. Dividend income

Year ended December 31, 2022Year ended December 31, 2021 Chicony Power Technology Co., Ltd. $ 2,606 $ 7,509

  • G. Lease transactions lessee

  • (a) As of December 31, 2022, the main lease contracts signed between the Group and related parties are as follows:

==> picture [446 x 29] intentionally omitted <==

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

Rent payment
Lessor Leased assets and calculation Lease period
----- End of picture text -----

Lessor Leased assets Rent payment
and calculation
Lease period
Parent company Buildings and $ 449 (tax included) 2020.10.1~2023.9.30
structures /per month
Parent company " $ 104 (tax included) 2020.10.1~2023.9.30
/per month
Parent company " $ 7 (tax included) Less than one year
/per month
Other related parties " CNY 277 /per month Less than one year
Other related parties " THB 1,193 /per month 2021.1.15~2024.12.31
Other related parties " THB 344 /per month Less than one year
  • (b) The Group’s rental expenses during the year derived from renting offices and plant from related parties are as follows:
parties are as follows:
Parent company
Other related parites
December31,2022
62
$ 17,639
17,701
$
December31,2021
-
$ 13,225
13,225
$

~50~

(c) Lease liability

  • i. Outstanding balance
December 31,
Parent company
$ Other related parties

$
2022
December 31, 2021
4,723

10,961
$ 25,236

35,081

29,959

46,042
$
  • ii. Interest expense
Property transaction
2022
2021
Parent company
88
$ 155
$ Other related parties
305
414

393
$ 569
$ Year ended December 31
Disposal
Gain (loss) on
Disposal
Gain (loss) on
proceeds
disposal
proceeds
disposal
Other related parties
15
$ 15
$ -
$ -
$ YearendedDecember31,2022
YearendedDecember31,2021
Property transaction
2022
2021
Parent company
88
$ 155
$ Other related parties
305
414

393
$ 569
$ Year ended December 31
Disposal
Gain (loss) on
Disposal
Gain (loss) on
proceeds
disposal
proceeds
disposal
Other related parties
15
$ 15
$ -
$ -
$ YearendedDecember31,2022
YearendedDecember31,2021
Property transaction
2022
2021
Parent company
88
$ 155
$ Other related parties
305
414

393
$ 569
$ Year ended December 31
Disposal
Gain (loss) on
Disposal
Gain (loss) on
proceeds
disposal
proceeds
disposal
Other related parties
15
$ 15
$ -
$ -
$ YearendedDecember31,2022
YearendedDecember31,2021
Disposal
proceeds
-
$
Gain (loss) on
disposal
-
$

H. Property transaction

(4) Key management compensation

Salaries and other short-term employee benefits
Post-employment benefits
Year ended December 31 Year ended December 31
2022
23,455
$ 2,164
25,619
$
2021
19,635
$ 291
19,926
$

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

Pledged asset
Bank deposits
(shown as ‘other current
assets’)
Refundable deposits
(shown as ‘other
non-current assets’)
December31,2022
17,310
$ 1,448
18,758
$
December31,2021
11,978
$ 1,393
13,371
$
Purpose
Guarantee for acceptance
bill
Deposits and guarantee
for plant and operating
leases

~51~

  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

COMMITMENTSs

As of December 31, 2022 and 2021, the guarantee notes issued by the Group for bank borrowings and export bill negotiations amounted to $2,712,375 and $2,458,513, respectively.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

On March 7, 2023, the Board of Directors of the Company resolved the appropriations of 2022 earnings and the distribution of employees’ compensation and directors’ and supervisors’ remuneration. Refer to Notes 6(14) and (20) for details.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.

~52~

(2) Financial instruments

A. Financial instruments by category

Financial instruments by category
Financial assets
Financial assets mandatorily measured at
fair value through profit or loss
Financial assets at amortised cost
Cash and cash equivalents
Notes receivable
Accounts receivable (including related
parties)
Other receivables (including related
parties)
Guarantee deposits paid
Other current assets
Financial liabilities
Financial liabilities mandatorily measured
at fair value through profit or loss
Financial liabilities at amortised cost
Short-term borrowings
Notes payable
Accounts payable (including related
parties)
Other accounts payable (including related
parties)
Lease liabilities
December31,2022
94,650
$ 219,692
108
1,470,705
211,623
1,448
17,310
2,015,536
$ 14,642
$ 580,000
8,581
1,250,644
475,559
31,513
2,360,939
$
December31,2021
103,052
$ 212,040
-
809,891
42,432
1,393
11,978
1,180,786
$
2,580
$ 90,000
11,586
1,556,870
324,949
50,241
2,036,226
$
  • B. Financial risk management policies

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.

  • (b) Risk management is carried out by the finance and accounting department under policies approved by the Board of Directors. The finance and accounting department identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and

~53~

investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Exchange rate risk

  • i. The Group operates internationally and is exposed to exchange rate risk arising from various currencies, primarily with respect to the USD and RMB. Foreign exchange rate risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

  • ii. The Group’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD

USD:CNY

THB:NTD

Financial liabilities
Monetary items
USD:NTD

USD:CNY

USD:THB
December31,2022 December31,2022
Foreign
currency amount
(Inthousands)
$ 61,051
9,461
171,545
$ 20,996
24,079
15,899
Exchangerate
30.730
6.967
0.890
30.730
6.967
34.517
Book value
(NTD)
$ 1,876,097
290,737
152,727
$ 645,207
739,948
488,576



~54~

December31,2021 December31,2021
Foreign
currency amount Book value
(Inthousands) Exchangerate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD $ 47,577
27.675
$ 1,316,693
USD:CNY 9,839
6.371 272,294
USD:THB 3,236
33.376 89,556
THB:NTD 110,545
0.829 91,664
Financial liabilities
Monetary items
USD:NTD $ 30,642
27.675 $ 848,017
USD:CNY 44,466 6.371
1,230,597
USD:THB 15,884 33.376 439,590
  • iii. The total exchange loss, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2022 and 2021 amounted to $14,811 and $8,703, respectively.

  • iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
USD:CNY
THB:NTD
Financial liabilities
Monetary items
USD:NTD
USD:CNY
USD:THB
Year ended December31, Year ended December31, 2022
Sensitivityanalysis
Degree of
variation
1%

1%

1%

1%

1%

1%
Effect on
profit or loss
$ 18,761
2,907
1,527
$ 6,452
7,399
4,886
Effect on other
comprehensive
income
$ -
-
-
-
-
-



~55~

Year ended December31,2021
Sensitivity analysis
Effect on other
Degree of Effect on
comprehensive
variation profit or loss
income
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 1% $ 13,167 $ -
USD:CNY 1% 2,723 -
USD:THB 1% 896 -
THB:NTD 1% 917 -
Financial liabilities
Monetary items
USD:NTD 1% $ 8,480 -
USD:CNY 1% 12,306 -
USD:THB 1% 4,396 -

Price risk

  • i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

  • ii. The Group’s investments in equity securities comprise shares and open-end funds issued by the domestic and foreign companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $800 and $1,005, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss.

Cash flow and fair value interest rate risk

The Group’s main interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. During the years ended December 31, 2022 and 2021, the Group’s borrowings at variable rates were denominated in NTD.

As of December 31, 2022 and 2021, if the borrowing interest rate had increased/decreased by 1% with all other variables held constant, the effect on interest expenses for the years ended December 31, 2022 and 2021 would be $5,800 and $900, respectively.

~56~

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at fair value through profit or loss.

  • ii. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • iii. The Group manages credit risk of cash in banks and other financial instruments based on the Group’s credit policy. Only rated banks with an optimal rating and financial institutions with investment grade are accepted.

  • iv. The Group adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:

If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • v. The Group classifies customer’s accounts receivable, contract assets and rents receivable in accordance with customer types. The Group applies the modified approach using a provision matrix to estimate the expected credit loss.

  • vi. The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.

  • vii. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganisation due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

~57~

  • viii. The Group used the forecastability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable, contract assets and lease payments receivable. On December 31, 2022 and 2021, the provision matrix is as follows:
December 31, 2022
Expected loss rate
Total book value
Loss allowance
December 31, 2021
Expected loss rate
Total book value
Loss allowance
Individual
100%
7,945
$ 7,945
$ 100%
7,168
$ 7,168
$
Not
Up to 30 days
past due
past due
0%~1%
3%~10%
1,379,620
$ 95,420
$
418
$ 3,990
$ 0%~1%
3%~10%
759,343
$ 53,677
$ 227
$ 3,256
$
31 ~ 60 days Over 90 days
past due
past due
3%~35%
50%~100%
76
$ 2,390
$ 3
$ 2,390
$ 3%~35%
50%~100%
417
$ 6,062
$ 63
$ 6,062
$
Total
1,485,451
$
14,746
$
826,667
$
16,776
$
  • ix. Movements in relation to the Group applying the modified approach to provide loss allowance for accounts receivable is as follows:
Year ended December31, 2022 Year ended December 31, 2021
Accounts receivable Accounts receivable
At January 1 $ 16,776
$ 104,879
Reversal of impairment loss ( 2,143)
( 9,137)
Write-offs - ( 78,849)
Effect of foreign exchange 113
( 117)
At December 31 $ 14,746 $ 16,776

For provisioned loss in 2022 and 2021, the impairment losses arising from customers’ contracts are $2,143 and $9,137, respectively.

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by the Group’s finance and accounting department. The Group’s finance and accounting department monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements.

~58~

  • ii. Group finance and accounting department invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities. As at December 31, 2022 and 2021 the Group held money market position of $305,848 and $308,535, respectively, that are expected to readily generate cash inflows for managing liquidity risk.

  • iii. The Group has the following undrawn borrowing facilities:

December 31, 2022
December31,2021
Expiring within one year
1,836,790
$
1,856,525
$
iv. The table below analyses the Group’s non-derivative financial liabilities and net-settled
or gross-settled derivative financial liabilities into relevant maturity groupings based on
the remaining period at the balance sheet date to the contractual maturity date for non-
derivative financial liabilities and to the expected maturity date for derivative financial
liabilities. The amounts disclosed in the table are the contractual undiscounted cash
flows:
December 31, 2022
Non-derivative financial liabilities:
Short-term borrowings
Notes receivable
Accounts payable (including related
parties)
Other payables (including related
parties)
Lease liabilities
Derivative financial liabilities:
Financial liabilities at fair value
through profit or loss
December 31, 2021
Non-derivative financial liabilities:
Short-term borrowings
Notes receivable
Accounts payable (including related
parties)
Other payables (including related
parties)
Lease liabilities
Derivative financial liabilities
Financial liabilities at fair value
through profit or loss
Less than 1year
581,448
$ 8,581
1,250,644
475,559
19,053
14,642
$ Less than 1year
90,061
$ 11,586
1,556,870
324,949
20,872
2,580
$
Over 1year
-
$ -
-
-
12,750
-
$ Over 1year
-
$ -
-
-
30,052
-
$

~59~

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks, beneficiary certificates and convertible bonds is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in most derivative instruments is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability.

  • B. The carrying amounts of the Group’s cash and cash equivalents, notes receivable, accounts receivable, other receivables (including related parties), short-term borrowings, notes payable, accounts payable to related parties and other payables (including related parties) are approximate to their fair values.

  • C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2022 and 2021 are as follows:

  • (a) The related information on the nature of the assets and liabilities is as follows:

December 31, 2022
Level 1
Assets
Recurring fair value measurements
Financial assets mandatorily
measured at fair value
through profit or loss
Equity securities
64,933
$ Debt securities
20,991
Beneficiary certificates
7,800
Non-hedging derivatives
Forward foreign exchange
contracts
-
93,724
$
Level 2
-
$ -
-
926
926
$
Level3
-
$ -
-
-
-
$
Total
64,933
$ 20,991
7,800
926

Financial assets mandatorily
measured at fair value
through profit or loss
Equity securities
Debt securities
Beneficiary certificates
Non-hedging derivatives
Forward foreign exchange
contracts
94,650
$

~60~

December 31, 2022
Level 1
Liabilities
Recurring fair value measurements
Financial liabilities mandatorily
measured at fair value through
profit or loss
Non-hedging derivatives
Forward foreign exchange
contracts
-
$ December 31, 2021
Level 1
Assets
Recurring fair value measurements
Financial assets mandatorily
measured at fair value through
profit or loss
Equity securities
75,619
$ Debt securities
20,980
Beneficiary certificates
5,370
Non-hedging derivatives
Forward foreign exchange
contracts
-
101,969
$ Liabilities
Recurring fair value measurements
Financial liabilities mandatorily
measured at fair value through
profit or loss
Non-hedging derivatives
Forward foreign exchange
contracts
-
$
Level 2
14,642
$
Level 2
-
$ -
-
1,083
1,083
$ 2,580
$
Level3
-
$ Level3
-
$ -
-
-
-
$ -
$
Total
14,642
$
Total
75,619
$ 20,980
5,370
1,083
103,052
$
2,580
$

Financial liabilities mandatorily
measured at fair value through
profit or loss
Non-hedging derivatives
Forward foreign exchange
contracts
  • (b) The methods and assumptions the Group used to measure fair value are as follows:

The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

==> picture [424 x 29] intentionally omitted <==

  • D. For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.

  • E. For the years ended December 31, 2022 and 2021, there was no transfer into or out from Level 3.

~61~

(4) Other matter

The Group was able to maintain its normal operations during the COVID-19 pandemic and the period when various preventive measures were imposed by the government. Based on the assessment, the pandemic had no significant impact on its ability to continue as a going concern, impairment of assets and financing risks.

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Refer to table 1.

  • B. Provision of endorsements and guarantees to others: Refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Group’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 4.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 5.

  • I. Trading in derivative instruments undertaken during the reporting periods: Refer to Note 6(2).

  • J. Significant inter-company transactions during the reporting periods: Refer to table 6.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 7.

(3) Information on investments in Mainland China

  • A. Basic information: Refer to table 8.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to Note 13(1).

(4) Major shareholders information

Major shareholders information: Refer to table 9.

~62~

14. SEGMENT INFORMATION

(1) General information

The chief operating decision-maker operates business from a geographic perspective; geographically, the Group currently focuses on wholesale in Taiwan and Asia.

(2) Measurement of segment information

The Group’s chief operating decision-maker assessed the performance of the operating segment based on the segment revenue and segment net operating profit in the consolidated financial report after adjustment. The accounting policies of the operating segments are in agreement with the significant accounting policies summarised in Note 4.

(3) Information about segment profit or loss, assets and liabilities

The segment information provided to the chief operating decision-maker for the reportable segments is as follows:

Revenue from external customers
Segment profit
Year ended December 31,2022
Revenue from external customers
Segment profit
Year ended December 31,2021
Taiwan
5,998,906
$ 5,435
$ Taiwan
3,504,310
$ 178,940
$
Asia
7,152
$ 289,480
$ Asia
20,650
$ 20,886
$
Reconciliation
and elimination
-
$
7,747)
($ Reconciliation
and elimination
-
$
456
$
Total
6,006,058
$
287,168
$
Total
3,524,960
$
158,510
$

(4) Reconciliation for segment income

The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income.

A reconciliation of reportable segment profit or loss to the profit before tax and discontinued operations for the years ended December 31, 2022 and 2021 is provided as follows:

Reportable segments
Total non-operating income and
expenses
Income before tax
YearendedDecember31,2022 YearendedDecember31,2022 YearendedDecember31,2021
287,168
$ 9,029
296,197
$
158,510
$ 11,091
169,601
$

~63~

(5) Information on products and services

Revenue from third parties is mainly derived from the sale of broadband communication products and artificial intelligence IoT products.

Details of revenue are as follows:

Year ended December 31,
2022

Digital audio and video products
1,087,882
$ Broadband communication products
3,301,111
Wireless products
476,896

Artificial Intelligence IoT products
950,911

Others
189,258
6,006,058
$
Year ended December 31,
2021
749,027
$ 1,184,650

427,576

918,276
245,431
3,524,960
$

(6) Geographical information

Geographical information for the years ended December 31, 2022 and 2021 is as follows:

Taiwan
Asia
Revenue
Non-current
assets
5,998,906
$ 19,295
$ 7,152
288,458
6,006,058
$ 307,753
$ Year ended December 31, 2022
Revenue
Non-current
assets
3,504,310
$ 33,109
$ 20,650
233,849
3,524,960
$ 266,958
$
Year ended December 31, 2021
Revenue
Non-current
assets
3,504,310
$ 33,109
$ 20,650
233,849
3,524,960
$ 266,958
$
Year ended December 31, 2021
Revenue
Non-current
assets
3,504,310
$ 33,109
$ 20,650
233,849
3,524,960
$ 266,958
$
Year ended December 31, 2021
33,109
$ 233,849
266,958
$

The Group’s geographic revenue is calculated based on the location in which sales were generated. Non-current assets pertain to property, plant and equipment, right-of-use assets, intangible assets and other non-current assets, but excluded financial instruments and deferred tax assets.

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2022 and 2021 is as follows:

A
B
C
D
E
Revenue
% of Net
Revenue
2,620,390
$ 44%
1,050,533
17%
648,877
11%
474,359
8%
467,199
8%
YearendedDecember31,2022
Revenue
% of Net
Revenue
860,433
$ 24%
756,612
21%
780,491
22%
366,909
10%
396,459
11%
YearendedDecember31,2021
Revenue
% of Net
Revenue
860,433
$ 24%
756,612
21%
780,491
22%
366,909
10%
396,459
11%
YearendedDecember31,2021
Revenue
2,620,390
$ 1,050,533
648,877
474,359
467,199
Revenue
860,433
$ 756,612
780,491
366,909
396,459
24%
21%
22%
10%
11%

~64~

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Loans to others

Year ended December 31, 2022

Collateral

No. Creditor Borrower General
ledger
account
Is a related
party
Maximum
outstanding
balance during
the year ended
December 31,
2022(Note 1)
Balance at
December 31,
2022(Note 2)
Actual amount
drawn down
Interest rate
range
Nature of
loan
(Note3)
Amount of
transactions
with the
borrower
(Note 4)
Reason for
short-term
financing
Allowance
for
uncollectibl
e accounts
Name Value Limit on loans
granted to
a single party
(Note5)(Note6)
Ceiling on
total loans
granted
(Note5)(Note6)
Note
0
0
0
1
2
The Company
The Company
The Company
Directmax
Systemax
XAVi Technologies (Thailand)
XAVi Technologies (Thailand)
XAVi Technology (Suzhou)
The Company
The Company
Other
receivables
"
"
"
"
Yes
"
"
"
"
146,625
$ 151,351
322,150
96,645
231,948
44,515
$ 151,351
307,300
92,190
221,256
44,515
$ 106,836
-
92,190
221,256
0.90%
1.00%~4.00%
0.90%
0.00%
0.00%
2
1
1
2
2
-
3,227,239
2,419,439
-
-
Working capital
-
-
Working capital
"
-
-
-
-
-
None
None
None
None
None
-
-
-
-
-
531,107
$ 663,884
663,884
15,992
USD
7,201
USD
531,107
$ 1,327,768
1,327,768
15,992
USD
7,201
USD
-
-
-
-
-

Note 1: The accumulated maximum outstanding balance of loans to others as of the reporting month of the current period.

  • Note 2: The amounts of funds to be loaned to others which have been approved by the Board of Directors of a public company in accordance with Article 14, Item 1 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” should be included in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public company bears, even though they have not yet been appropriated. However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the board of directors of a public company has authorized the chairman to loan funds in installments or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the published balance of loans to others at the end of the reporting period should also include these lines of loaning approved by the board of directors, and these lines of loaning should not be excluded from this balance even though the loans are repaid subsequently, for taking into consideration they could be loaned again thereafter.

  • Note 3: The numbers filled in the column of ‘Nature of loan’ are as follows:

  • Business transaction.

2. Short-term financing.

  • Note 4: Fill in the amount of business transactions when nature of the loan is related to business transactions, which is the amount of business transactions occurred between the creditor and borrower in the current year.

  • Note 5: In accordance with the financing procedures of the Company, the ceiling on total loans granted is the Company’s net asset value based on the latest financial statements that are audited and attested or reviewed by the independent auditors, and

  • The total financing amount to any individual party should not exceed 50% of the Company’s net asset value and the amount of sales/purchases during the year for the purpose of business transactions.

  • The total financing amount to any individual party should not exceed 40% of the subsidiary’s net asset value for the purpose of short-term financing.

  • For loans granted between foreign companies whose voting rights are 100% directly or indirectly held by the Company or loans granted to the Company by foreign companies whose voting rights are 100% directly or indirectly held by the Company, the loan amount is not subject to 40% of the creditor’s net asset value based on the latest financial statements that are audited and attested or reviewed by the independent auditors. However, total loan amount should not exceed the creditor’s net asset value based on the latest financial statements that are audited and attested or reviewed by the independent auditors. The laon period should not exceed three years.

The restrictions on loans to any single party are as follows:

  • (1) The limit on loans granted to a single party for the purpose of business transactions is the creditor’s net asset value based on the latest financial statements that are audited and attested or reviewed by the independent auditors,

  • or the higher of sales or purchase amount with the creditor during the most recent year.

  • (2) The limit on loans granted to a single party for the purpose of short-term financing is the creditor’s net asset value based on the latest financial statements that are audited and attested or reviewed by the independent auditors.

  • Except for point 3, the loan period should not exceed one year.

  • Note 6: In accordance with the financing procedures of the subsidiary, the ceiling on total loans granted by the subsidiary is the subsidiary’s net asset value based on the latest financial statements that are audited and attested or reviewed by the independent auditors, and

  • The ceiling on total loans granted or limit on loans granted to a single party for the purpose of short-term financing is 40% of the subsidiary’s net asset value.

  • The limit on loans granted to a single party for the purpose of business transactions is 50% of the subsidiary’s net asset value and the higher of sales or purchase amount with the subsidiary during the most recent year.

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Provision of endorsements and guarantees to others

December 31, 2022

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

Ratio of accumulated Party being endorsement/ Provision of Provision of Provision of endorsed/guaranteed Limit on Maximum outstanding Outstanding guarantee endorsements/ endorsements/ endorsements/ Relationship endorsements/ endorsement/ guarantee endorsement/ Amount of amount to net Ceiling on guarantees by guarantees by guarantees to with the guarantees amount guarantee endorsements/ asset value of total amount of parent subsidiary to the party in endorser/ provided for a for the year ended amount at Actual amount guarantees the endorser/ guarantees company to parent Mainland No. Endorser/ Company guarantor single party December 31, 2022 December 31, 2022 drawn down secured with guarantor provided subsidiary company China (Note 1) guarantor name (Note 2) (Note 3) (Note 4) (Note 5) (Note 6) collateral company (Note 3) (Note 7) (Note 7) (Note 7) Footnote 0 The Company XAVi Technology 2 $ 47,895 $ 59,880 $ - $ - $ - 0.00% $ 47,895 Y N Y (Suzhou) Co., Ltd.

(USD 2,000)

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1)The Company is ‘0’.

  • (2)The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is as follows:

  • (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary

  • (4) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • Note 3: Fill in limit on endorsements/guarantees provided for a single party and ceiling on total amount of endorsements/guarantees provided as prescribed in the endorser/guarantor company’s “Procedures for Provision of Endorsements and Guarantees”, and state each individual party to which the endorsements/guarantees have been provided and the calculation for ceiling on total amount of endorsements/guarantees provided in the footnote.

  • (1) The Company’s limit on total amount of endorsements/ guarantees shall not exceed 50% of net assets in latest audited or reviewed financial statements of the Company, and limit on endorsements/guarantees provided for a single party shall not exceed 50% of the total amount of endorsements/ guarantees.

  • (2) The subsidiary’s limit on total amount of endorsements/ guarantees shall not exceed the net assets in latest audited or reviewed financial statements of the subsidiary, and limit on endorsements/guarantees provided for a single party shall not exceed 50% of the total amount of endorsements/ guarantees.

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Provision of endorsements and guarantees to others December 31, 2022

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

(3) Limit on the total endorsements/guarantees of the Company and its subsidiaries as a whole shall not exceed 50% of net assets in latest audited or reviewed financial statements of the Company, and limit on endorsements/guarantees provided for a single party shall not exceed 50% of the total amount of endorsements/ guarantees. (4) In addition to the limitations mentioned in the first three items, for the companies having business relationship with the endorser/guarantor, endorsements/guarantees to any single party should not exceed the higher amount of sales/purchase during the year for the purpose of business. (5) Limit on the total endorsements/guarantees between companies that the Company directly or indirectly held 90% of voting shares shall not exceed 10% of net assets in latest audited or reviewed financial statements of the Company. However, the endorsements/guarantees between companies that the Company directly or indirectly held 100% of voting shares were not subjected. (6) In addition to the limitations mentioned in the first five items, endorsements/ guarantees provided by the Company or its subsidiaries to the company whose net asset was lower than one half of its paid-in capital, the total amount of endorsements/guarantees shall not exceed the net assets in latest audited or reviewed financial statements of the Company and its subsidiaries.

(7) On August 5, 2022, the Board of Directors resolved to cancel the amount of endorsements/guarantees provided from the Company to XAVi Technology (Suzhou) Co., Ltd.. Note 4: Year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period. Note 5: Fill in the amount of endorsements/guarantees to others that still exists as of the reporting month should be entered. Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.

Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2022

Table 3

Expressed in thousands of NTD

(Except as otherwise indicated)

Securities held
by
Marketable securities (Note1) Relationship with the securities issuer
(Note2)
General ledgeraccount EndingBalance EndingBalance Footnote
(Note4)
Number of
shares/units
Book value
(Note 3)
Ownership (%) Fairvalue
The Company
"
"
"
Common
stock
Chicony Power Technology Co., Ltd.
Common
stock
Laster Tech Corporation Ltd.
Bond
Yeong Guan Energy Technology Group Co., Ltd.
The third unsecured convertible bonds
Beneficiary
certificates
Fuh Hwa New Oriental Securities Investment Trust
Fund
Common chairman
The Company’s parent company is this
company's corporate director
-
-
Current financial assets at fair value through profit or loss
"
"
Non-current financial assets at fair value through profit or
loss
501,160
821,681
213,000
3,000,000
36,585
$ 28,348
20,991
7,800
0.13
0.77
-
-
36,585
$ 28,348
20,991
7,800
-
-
-
-

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 'Financial instruments'. Note 2: Leave the column blank if the issuer of marketable securities is non-related party.

Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.

Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2022

Table 4

Expressed in thousands of NTD

(Except as otherwise indicated)

Purchaser/seller Counterparty Relationship with
the counterparty
Transaction Transaction Differences in transaction terms
compared to third party transactions
Differences in transaction terms
compared to third party transactions
Notes/accountsreceivable (payable) Notes/accountsreceivable (payable) Footnote
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term UnitPrice Credit term Balance at
December 31,
2022
Percentage of total
notes/accounts
receivable (payable)
The Company
The Company
XAVi Technologies (Thailand)
XAVi Technology (Suzhou)
XAVi Technologies (Thailand)
XAVi Technology (Suzhou)
XAVi Technology (Suzhou)
XAVi Technologies (Thailand)
XAVi Technology (Suzhou)
The Company
The Company
XAVi Technologies (Thailand)
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Purchases
Purchases
Purchases
Sales
Sales
Sales
2,419,439)
($ 3,227,239)
(
1,654,991)
(
2,419,439
3,227,239
1,654,991
42.85)
(
57.15)
(
57.20)
(
59.37
99.81
40.61
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
Note 1
Note 1
Note 1
Note 2
Note 2
Note 2
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
45~180 days after
monthly billings
-
$ -
272,047)
(
-
-
272,047
-
-
53)
(
-
-
99

Note 1: Purchases from related parties were basically the same as those from third parties. Note 2: Sales to related parties were basically the same as those to third parties

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2022

Year ended December 31, 2022
Table 5
Creditor
Counterparty Relationship with the
counterparty
Balance as at
December31,2022
Turnover rate Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
Creditor
Counterparty
doubtfulaccounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Action taken
Other receivables Directmax
The Company
Xavi Technologies (Thailand)
Xavi Technologies (Thailand)
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
119,279
$ 221,256
151,351
272,047
-
-
-
8.47
-
$ -
-
-
-
-
-
$ -
-
-
$ -
-
XAVi Overseas
Financingfunds receivable
Systemax
The Company
Accounts receivable
XAVi Technology (Suzhou)

Table 6

Expressed in thousands of NTD

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Significant inter-company transactions during the reporting period

Year ended December 31, 2022

(Except as otherwise indicated)

Transaction

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets(Note 3)
1
1
1
2
XAVi Technology (Suzhou)
XAVi Technology (Suzhou)
XAVi Technology (Suzhou)
XAVi Technologies (Thailand)
The Company
XAVi Technologies (Thailand)
XAVi Technologies (Thailand)
The Company
2
3
3
2
Sales revenue
Sales revenue
Accounts receivable
Sales revenue
2,419,439
$ 1,654,991
272,047
3,227,239
Note 4
Note 4
Note 4
Note 4
40.28
27.56
6.83
53.73

Other transactions between the parent company and subsidiaries not exceeding 1% of the consolidated total revenue or total assets are not disclosed. Those transactions are shown in other assets and revenue.

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  1. Parent company is ‘0’.

  2. The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to subsidiary.

Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts. Note 4: Sales to related parties were basically the same as those to third parties

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Information on investees

Year ended December 31, 2022 Table 7

Investor
Table 7
Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2022 as at December 31,2022 Net profit (loss)
of the investee
for the year
ended December
31,2022
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2022
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Net profit (loss)
of the investee
for the year
ended December
31,2022
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2022
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Net profit (loss)
of the investee
for the year
ended December
31,2022
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2022
Footnote
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance as at
December31,2022
Balance as at
December 31,
2021
Number of shares Ownership
(%)
Book value
The Company
The Company
Directmax International Ltd.
Directmax International Ltd.
Directmax International Ltd.
XAVi Technologies (Thailand) Co.,
Ltd.
XAVi Overseas Ltd.
Systemax Development Ltd.
BVI
Thailand
BVI
BVI
Overseas investment
Manufacturing,
puchases, and sales of
network
communication
products
Overseas investment
Purchases and sales of
network
communication
products
332,791
$ 75,377
324,942
7,849
332,791
$ 53,637
324,942
7,849
7,750,000
7,999,997
7,500,000
250,000
100
100
100
100
491,448
$ 213,413
119,333
221,283
88,163
$ 105,651
1,941
7,738)
(
88,163
$ 105,651
-
-
-
-
-
-

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Information on investments in Mainland China Year ended December 31, 2022

Table 8

Expressed in thousands of NTD

(Except as otherwise indicated)

Investee in Mainland China Main business activities Paid-in capital Investment method Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2022
Amount remitted from Taiwan to
Mainland China/Amount remitted
back to Taiwan for the year ended
December 31,2022
Amount remitted from Taiwan to
Mainland China/Amount remitted
back to Taiwan for the year ended
December 31,2022
Accumulated
amount of
remittance from
Taiwan to
Mainland China as
of December 31,
2022
Net income of
investee for the
year ended
December 31,
2022
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December 31,
2022(Note 2)
Book value of
investments in
Mainland China as of
December 31,2022
Accumulated
amount of
investment
income
remitted back
to Taiwan as
of December
31,2022
Footnote
Remitted to
Mainland China
Remitted back
to Taiwan
XAVi Technology (Suzhou)
Co., Ltd.
Manufacturing, purchases and
sales of network communication
products
324,942
$
Note 1 324,942
$
-
$
-
$
324,942
$
96,943
$
100 96,943
$
180,991
$
-
$
-
Companyname Accumulated amount of
remittance from Taiwan to
Mainland China as of December
31,2022
Investment amount
approved by the Investment
Commission of the
Ministry of Economic
Affairs(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA
XAVi Technologies Corp. $ 324,942
(USD 10,000 thousand)
$ 324,942
(USD 10,000 thousand)
$ 796,661

Note 1: Investing in the investee in Mainland China through a wholly-owned subsidiary, Directmax International Ltd. Note 2: Investment income (loss) was recognised based on the financial statements audited by the parent company's CPA. Note 3: The numbers in this table are expressed in New Taiwan Dollars.

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

Major shareholders information

December 31 2022

Name of major shareholders
Table 9
Shares
Expressed in thousands of NTD
(Except as otherwise indicated)
Shares
Expressed in thousands of NTD
(Except as otherwise indicated)
Number of shares held(Ordinaryshares) Number of shares held(Preferred shares) Ownership
(%)
Chicony Electronics Co., Ltd.
Li,Tzu-Ching
31,155,440
5,018,798
-
-
40.55%
6.53%

Note 1: (1) The major shareholders' information was derived from the data using the Company issued common shares (including treasury shares) and preference shares in dematerialised form, which were registered and held by the shareholders above 5% in the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital, which was recorded on the financial statements, may differ from the actual number of shares in dematerialised form due to the difference in calculation basis.

  • (2) If the aforementioned data contains shares kept in the trust by the shareholders, the data was disclosed as a separate account of the client set by the trustee. As for the shareholder who reports share equity as an insider ,whose shareholding ratio was greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio included the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. For the information of reported share equity of insiders, please refer to the Market Observation Post System.