Stock Code: 1605
Walsin Lihwa Corporation
2023 Annual Report
Printed on March 20, 2024
For related information, please visit:
https://www.walsin.com
https://mops.twse.com.tw
1. Spokesperson
Name: David Wen
Title:
Special Assistant to Chairman
Tel:
+886-2-8726-2211
Email: walsinspk@walsin.com
2. Deputy Spokesperson
Name: Sophi Pan
Title:
Chief of Staff
Tel:
+886-2-8726-2211
Email: walsinspk@walsin.com
3. Address and Phone Number of Head Office, Branches and Plants
Taipei Head Office 25F, No.1, Songzhi Rd., Taipei
Taichung Plant
No.57, Jing 3rd Rd., Wuqi Dist., Taichung City
Tel: +886-2-8726-2211
Tel: +886-4-2659-5552
Hsinchuang Plant No.397, Hsinshu Rd., Hsin Chuang Dist., New Taipei City
Tel: +886-2-2202-9121
Yangmei Plant
No. 566, Gaoshi Rd., Yangmei Dist., Taoyuan City
Tel: +886-3-478-6171
Yenshui Plant
No. 3-10, Shi Jou Liau, Chin Shuei Li, Yenshui Dist., Tainan City Tel: +886-6-652-0911
4. Stock Transfer Agent
Name: Walsin Lihwa Joint Shareholders Service Office
Add:
Tel:
8F., No.398, Xingshan Rd., Neihu Dist., Taipei City
+886-2-2790-5885
Website: https://stock.walsin.com/
5. Independent Auditors
Company: Deloitte Touche Tohmatsu Limited
Auditors: Wen-Yea, Shyu and Ker-Chang Wu
Add:
Tel:
20F, No. 100, Songren Rd., Xinyi Dist., Taipei
+886-2-2725-9988
Website:
https://www.deloitte.com.tw
6. Overseas Securities Exchange
Issued globally and traded on the Luxembourg Stock Exchange
The information is available at https://mops.twse.com.tw
7. Email Address of Investor Relations Contact: opinion@walsin.com
8. Corporate Website: https://www.walsin.com
Contents
I
II
Letter to Shareholders ....................................................................................................... 1
Company Profile
1. Date of establishment ..................................................................................................................... 3
2. Company History & Evolution ......................................................................................................... 3
III Corporate Governance Report
1. Organizational Chart ....................................................................................................................... 5
2. Profiles of Board Directors, President, Vice Presidents and Department Heads ........................... 8
3. Remunerations to Directors, President and Vice Presidents in the Most Recent Year ................ 24
4. Corporate Governance Status ...................................................................................................... 28
5. Information on CPAs' fees ........................................................................................................... 100
6. Information on the replacement of CPAs: ................................................................................... 100
7. Chairman, President, or managers responsible for financial or accounting affairs who
worked for the firm to which the certifying CPA belongs or its affiliate in the most recent
year. ............................................................................................................................................ 100
8. Transfer and pledge of shares of the directors, managers and shareholders holding more
than 10% of the company's shares ............................................................................................. 101
9. Information on relationships amongst the top ten shareholders and their relationships with
spouses or relatives within the second degree of kinship .......................................................... 102
10. The number of shares of the same investee held by the Company, its directors, managers
and which the Company controls directly or indirectly, with the aggregate shareholding
percentages ................................................................................................................................ 106
IV Fundraising Overview
1. The Company’s Capital and Shares .............................................................................................. 107
2. Issuance of Corporate Bonds: ...................................................................................................... 113
3. Issuance of Preferred Shares: None. .......................................................................................... .113
4. Issuance of Global Depositary Receipts (GDRs) ........................................................................... 114
5. Exercise of Employee Stock Option Plan (ESOP): None. ............................................................. .114
6. Mergers, acquisitions or issuance of new shares for acquisition of shares of other
companies: .................................................................................................................................. 114
7. Implementation of capital allocation plan. .................................................................................. 114
V
Business Overview
1. Business activities ........................................................................................................................ 115
2. Market Analysis and Sales Overview ........................................................................................... 125
3. Employee Data ............................................................................................................................ .136
Contents
4. Environmental Protection Expenditure Information ................................................................... 137
5. Employees-employer relations .................................................................................................... 143
6. Information Security Management ............................................................................................ 148
7. Material Contracts ..................................................................................................................... 151
VI Financial Information
1. Brief Balance Sheets and Comprehensive Income Statements of Recent Five Years ................ .155
2. Financial Analysis of Recent Five Years ........................................................................................ 159
3. Audit Committee’s Review Report for the Recent Year .............................................................. 162
4. Financial report of the most recent year ..................................................................................... 163
5. Financial report of the parent company of the most recent year audited and certified by
Supervisors .................................................................................................................................. 321
6. Any financial crunch confronted by the Company or its subsidiaries and related impacts in
the most recent year and up to the date of annual report publication ..................................... 412
VII Review of Financial Conditions, Financial Performance, and Risk Management
1. Financial Status - Consolidated (Based on IFRSs) ....................................................................... 412
2. Financial Performance - Consolidated (Based on IFRSs) ............................................................ 413
3. Cash Flow - Consolidated (Based on IFRSs) ................................................................................ 414
4. Effect of Major Capital Expenditure on Financial Business Operations: .................................... 415
5. Investment Policy of the Past Year, Profit/Loss Analysis, Improvement Plan and Investment
Plan for the Coming Year: ........................................................................................................... 415
6. Risk Management and Assessment of the Following Items for the Past Year and the Year to
Date: ............................................................................................................................................ 416
7. Other Major Issues: None ........................................................................................................... 419
VIII Special Disclosures
1. Summary of Affiliates Companies ............................................................................................... 420
2. Progress of private placement of securities during the latest year and up to the date of
annual report publication ........................................................................................................... 430
3. The subsidiaries’ shareholding or disposal of the company’s shares during the latest year
and up to the date of annual report publication ........................................................................ 430
4. Other supplemental information ................................................................................................ 430
5. Corporate events with material impact on shareholders' equity or stock prices set forth in
Subparagraph 2, Paragraph 2, Article 36 of the Securities and Exchange Act during the most
recent year and up to the annual report publication date ......................................................... 430
I Letter to Shareholders
Dear Shareholders,
In recent years, the global economic environment has faced numerous challenges, including geopolitical
instability, supply chain restructuring, rapid advancements in artificial intelligence, and the transition to
renewable energy sources. These factors have significantly impacted and posed challenges to corporate
operations. Walsin Lihwa, adhering to a philosophy of sustainable management, has implemented strategies for
technological applications, product and market structure adjustments, and risk governance, and therefore
gradually transitioned to high-value of products, entered high-end markets, and made investments in the new
energy sector, driving the Company's repositioning in the market.
In 2023, Walsin Lihwa established a joint venture with NKT Group (based in Denmark), initiated the construction
of a submarine cable plant in Kaohsiung Port, and expanded into the wind energy supply chain, thereby
contributing to Taiwan's new energy policies. Cogne steel mill (based in Italy) (in which we invested in 2022) also
successfully acquire 100% of the shares of Special Melted Products (SMP) (based in the UK) by leveraging its key
position in the European stainless steel supply chain, leading the Company to officially enter the aerospace
industry chain. This has established our unique position in the manufacturing of stainless steel and nickel-based
alloys in Europe.
Accomplishments in 2023
Walsin Lihwa continues to optimize its high-value production capabilities and expand into new industrial domains,
actively manage its inventory, and integrate its operations, in order to mitigate impacts from market risk. Upon
reviewing the Company's operational results for 2023, its consolidated revenue has grown for four consecutive
years, primarily due to the expansions and mergers and acquisitions initiated by the Stainless Steel BG and the
Commodity BG. Compared to 2022, where a one-time profit was generated from the disposal of the solar
development division of a subsidiary in the United States, the profits from upstream raw materials and end
products in the stainless steel sector were also affected by the global economic recession, leading to a decline in
gross profit and net income after taxes. The Company's consolidated revenue and consolidated gross profit for
the year 2023 was NT$189.8 billion and NT$14.4 billion respectively, and its net income after taxes was NT$5.1
billion, with earnings per share of NT$1.32.
Wire and Cable Business:
The overall profitability of the Wire & Cable Business has grown compared to the previous year, primarily due to
capturing the demand for enterprise factory construction, resilient power grid construction, and the
development of industrial cables, thereby maintaining stable gross profit and profitability.
Stainless Steel Business:
The overall profitability of the Stainless Steel Business has declined compared to the previous year, as the main
demand market has not yet recovered, and although the supply chain inventory adjustment period has ended,
the prices of end products remain weak, thereby affecting profitability.
Commodity Business:
The overall profitability of the Commodity Business has declined compared to the previous year, due to weak
demand in the stainless steel market and a slowdown in the growth of demand for nickel batteries for electric
vehicles, leading to an imbalance in nickel metal supply and demand. However, PT. Sunny Metal Industry has
been fully operational since the first quarter of 2023, and its overall nominal annual capacity (along with that of
PT. Walsin Nickel Industrial Indonesia) has increased to 95,000 metric tons of nickel.
Real Estate Business:
1
Letter to Shareholders
The overall operating cash flow of the Real Estate Business has increased compared to the previous year, mainly
because the No. 1 office building in the AB plot in Nanjing, China, was completed and delivered in 2022, resulting
in an increased occupancy rate.
Summary of 2024 Business Plan
Wire and Cable Business:
We will continue seizing domestic resilient power grid opportunities, actively entering the domestic and
international high-voltage power transmission markets, and developing innovative service models to enhance
the commercial values for our customers. Additionally, we will focus on the core technological capabilities of
industrial cable development to expand into offshore wind power business; the construction of the submarine
cable plant in Kaohsiung Port in cooperation with Denmark NKT is expected to meet the demand for
domestication of submarine cables as scheduled.
Stainless Steel Business:
We will continue being committed to product and market structure adjustments, expanding the proportion of
high-value products, increasing turnover and gross profit margin; acquiring Inox and MST (both based in Europe)
to obtain upstream clean materials and extend to downstream high-end product applications; and through
industry chain integration, leveraging product, equipment, certification, and distribution channel synergies, with
a view to becoming a global stainless steel long products manufacturer.
Commodity Business:
Despite facing challenges such as continuous expansion of nickel product lines and intense competition for nickel
resources in Indonesia, leading to increased production costs and market price fluctuations, the Commodity BG
will focus on maximizing production efficiency and optimizing operational costs. With the completion of the high
nickel matte production line this year, through capturing industry demand, enhancing product supply flexibility,
strengthening price risk management, and raw material procurement adjustment capabilities, we expect to
gradually deepen the nickel battery supply chain, expanding sales channels, and maintaining industry
competitiveness.
Real Estate Business:
Our commercial office buildings in Nanjing, China, meet Grade A International Office Building Standard and, as a
first-tier, leading brand, attracts numerous corporate headquarters. We will dynamically adjust the business
portfolio of One Mall, with a view to creating stable cash flow and promoting the steady development of the
commercial cluster in Nanjing Walsin Centro.
Future corporate development strategy under the influence of external competition,
regulations and overall business operation
Looking forward to 2024, the Company will continue to strengthen its product and market structure, increase
the proportion of high-end applications and high value-added products, deepen the synergy of new fields and
new markets, utilize innovative technology to achieve excellent management, while aligning with world-class
ESG standards, practicing sustainable development goals for the environment, society, and governance, ensuring
stable growth in the face of challenges. Here, we would like to express our gratitude to all our shareholders for
their continued support along the way. We look forward to joining hands with all our partners in moving forward
together into a new chapter!
Chairman Yu-Lon Chiao
2
II Company Profile
1. Date of establishment December 2, 1966
2. Company History & Evolution
1966 Walsin Wire & Cable Co., Ltd. established.
1969 Walsin and Lihwa merged and renamed as Walsin Lihwa Wire & Cable Co., Ltd.
1970
Formed technological partnerships with Western Electric in the U.S. and Fujikura in Japan and began
production of plastic insulation telephone cable.
1972
Began production of EP rubber high-voltage cables.
The Company's shares were listed on the Taiwan Stock Exchange.
1977
1982
Completed the Hsinchuang plant for SCR copper rod production, with annual manufacturing capacity of
50,000 tonnes of low-oxygen copper rods.
Expanded SCR production facilities to increase annual manufacturing capacity to 100,000 tonnes of low-
oxygen copper rods.
1987
Construction of the Yangmei plant completed.
Entered the semiconductor IC industry by investing in Winbond Electronics Corp. and Sumi-Pac Corp. In
the following decade, the Company expanded into passive component, LCD panel, PCB thin board and
other industries.
1991
Invested in PT. Walsin Lippo Industries in Indonesia to expand aluminum wire business into the
Southeast Asian market.
1992
Company renamed Walsin Lihwa Corporation.
Electronics division merged with the acquired Wanbang Electronics to form the new Walsin Technology
Corp.
Established plants in Shanghai and Jiangyin to produce power cables and steel cables, thus beginning a
new chapter in China investment.
1993
Expanded into the stainless steel industry by forming Walsin Cartech Specialty Steel, a joint venture with
Carpenter Technology Corp. in the U.S.
Established the Wuhan wire and cable plant for optical communication cable production.
1995
Formed Walsin (China) Investment Co., Ltd. and set up four operating locations in China's major cities,
including Hangzhou, Shanghai and Nanjing, for the production of power cables, bare copper wires and
fiber optic cables.
1997
Established specialty steel plants in Changshu and in Baihe, Shanghai, for the production and sale of
seamless steel tubes and straight steel bars.
Formed HannStar Board Corp. to expand into the PCB industry.
1998
Acquired and incorporated the assets of Walsin Cartech into the company.
Conducted enterprise re-engineering and full implementation of the SAP enterprise resource
management system.
Expanded into the TFT-LCD industry by forming HannStar Display Corp.
Established the Dongguan plant for bare copper wire production.
Expansion of Yenshui specialty steel plant was carried out to include slab steelmaking facilities.
2000
2002
2003 With Yenshui specialty steel plant beginning slab production, the company expanded into the stainless
steel plate market.
2005
Set up new plants in Nanjing, Changshu and Jiangyin to produce copper products as well as seamless
steel pipes and steel wire products.
Shanghai and Hangzhou power cable plants completed expansion and increased production capacity;
began mass production of 220kV EHV cables.
3
Company Profile
Expansion of Yenshui specialty steel plant to include slab steelmaking facilities was completed.
2006
New copper production plant in Nanjing completed, with annual production capacity of 250,000 tonnes.
Total copper production increased from 400,000 to 650,000 tonnes.
Development of 500kV EHV cables for Hangzhou power plant was invested and received certification.
The Company's consolidated revenue exceeded NT$100 billion.
2007
Expanded steel production capacity by acquiring stake in Yantai Huanghai Iron and Steel Co., Ltd.
Changshu specialty steel plant passed review by the National Nuclear Safety Administration and
received certification for nuclear power plant sales.
Hangzhou power cable plant began expansion efforts and construction of the second VCV process tower
and added high voltage cable production lines.
2008
2009
Expansion of Yantai plant for stainless steel manufacturing process; added new stainless steel billet
products.
Yantai stainless steel plant completed transformation of stainless steel manufacturing processes;
stainless steel and high-grade alloy steel products were added.
Changshu plant's seamless steel tube production began Phase 2 expansion to increase production
capacity.
Completion of the new A6 building in Xinyi Development Zone and the relocation of Walsin Lihwa
headquarters.
2010
Nanjing Walsin Centro began construction in Nanjing's Hexi Newtown. A multi-purpose commercial
center spanning one million square meters will be developed over several phases.
Partnered with Nanjing municipal government to create the Nanjing Taiwan Trade Mart, thus
establishing a cross-Strait commercial trading platform.
Construction of two office buildings in C1 land plot of Nanjing Walsin Centro completed and transferred
to the Jiangsu Branch of the China Development Bank and the Nanjing Branch of China Guangfa Bank.
Cold rolled steel coil production officially commenced at the Taichung Harbor stainless steel roll plant.
First batch of premium residential buildings in C2 land plot in Nanjing Walsin Centro delivered; phased
development of D and AB land plots planned.
The Company marked its 50th anniversary.
Taiwan and China, have recorded steady increase in overall steelmaking and annual production of
710,000 tonnes.
2012
2013
2014
2016
2017
2018
The roughing mill was launched in Yenshui plant to improve the product quality and yield rate.
Phase I office buildings in Nanjing Walsin Centro on AB land plot and Phase II houses on D land plot were
delivered.
2019 Walsin shopping mall in Nanjing was open for operation, serving as a representative landmark for Walsin's
entrance to shopping mall industry.
2020
2021
The Company established PT Walsin Nickel Industrial Indonesia to extend into the production and sale of
upstream raw materials for stainless steel.
Construction of nickel iron production line in Indonesia was completed, and nickel metal, the raw material for
stainless steel, started to be produced.
2022
Invested in Cogne, Italy to expand into the global market of stainless steel.
Invested in PT. Sunny Metal Industry, Indonesia and built a nickel ice plant to enter the battery nickel market.
Commissioned Yantai rolling mill, a milestone towards intelligent manufacturing.
2023
Acquisition of a British company SMP to expand high-end stainless steel application markets.
Signing of a collaboration agreement with a Danish company NKT to initiate submarine cable business
operations.
4
III Corporate Governance Report
1. Organizational Chart
(1) Company Organization Chart (March 20, 2024)
Shareholder's Meeting
Audit Committee
Compensation Committee
Board of Directors
Chairman
Sustainable Development
Committee
Nomination Committee
President
Auditing Office
Chairman's Office
Chief Sustainability
Officer
President's Office
Wire & Cable BG
Stainless Steel BG
Resources BG
Commerce &
Real Estate BG
IT Center
Financial
Management Center
Administration
Management Center
Procurement Center
Commodity Center
Strategic Information
Management Center
TPS Center
Information Security and
System Maintenance Div.
Information Project
Development Div.
Finance Div.
Human Resources Div.
Accounting Div.
General Affairs Dept.
Information Strategy and
Planning Div.
Strategic Performance
Management Div.
Corporate
Communication Dept.
Property Management
Dept.
Metal Raw Material
Procurement Div.
Metal Risk
Management Div.
Procurement Div. of
Stainless Steel Business
(Mainland China)
Procurement Div. of
Stainlesss Steel Business
(Taiwan)
Procurement Div. of
Taipei Headquarters
Procurement Div. of
Wire and Cable Business
Legal Div.
Business Innovation
International Affairs
Corporate Planning
Div.
Environment,
Health & Safety Div.
Joint Shareholders
Service Office
5
Corporate Governance Report
(2) Principal Duties of Various Departments
Department
Job Duties & Functions
Assisting the Board of Directors in decision-making and supervising matters, including the correctness
Audit Committee
and accuracy of the Company’s financial statements, the engagement (dismissal), independence and
Compensation
Committee
performance of attesting CPA, internal control, legal compliance and risk management.
Drafting and periodically reviewing the performance evaluation of board directors and managers, as well
as the policy, system, standard and structure of compensation. Periodically evaluating and determining
the compensation for board directors and managers.
Sustainable
Formulating corporate social responsibility vision and strategy; inspecting the Group's overall as well as
Development
various committees' steering and overseeing implementation performances via regular meetings; annual
Committee
ESG results to be submitted to the Board of Directors in the following year.
Nomination
Committee
Assisting the Board of Directors in developing and identifying candidates for Board members and senior
management and their independence standards, establishing and periodically reviewing a continuing
education and succession plan, and ensuring that the Company operates in accordance with the
Corporate Governance Best Practice Principles.
Product Types: Stainless steel slabs (ingots), hot-rolled steel coils, cold-rolled steel coils, hot-rolled rods
and cold drawn straight bars, and stainless steel seamless pipes and alloy steel pipes, including ordinary
fluid pipes, heat-exchanging pipes, boiler pipes, instrumentation tubes, steel wires for pre-stressed
concrete, stranded steel wires, zinc-plated steel wires for bridge cables, zinc-plated stranded steel wires,
Stainless Steel BG
PE for bridge bracing cables and epoxy-coated stranded steel wires.
Responsible for integrating the functions of business, technology, manufacturing, operation and
administration of each BU.
The managers of this BG are responsible for its profit/loss, improving long-term competitiveness and
executing the Company's strategies.
Product Types: Copper rods and wires that power cable and wire industries use as basic raw materials for
conductors, as well as low-, medium- and high-voltage PVC cables, cross-linking PE cables, specialty &
professional fire-resistant, fire-retardant, low-smoke and halogen-free cables for different industries,
rubber cables, communication cables, related materials for cable insulation, as well as other plastic
accessories.
Responsible for integrating the functions of business, technology, manufacturing of each BU.
The managers of this BG are responsible for its profit/loss, improving long-term competitiveness and
executing the Company's strategies.
Product types: Production of nickel pig iron and nickel matte as well as agency sales of stainless steel
semi-finished products
Responsible for integrating the functions of business, technology, manufacturing of each Indonesia
subsidiaries.
The managers of this BG are responsible for its profit/loss, improving long-term competitiveness and
executing the Company's strategies.
Business Items: Developing composite commercial properties, real estate management, etc.
The managers of this BG are responsible for its profit/loss, improving long-term competitiveness and
executing the Company's strategies.
Wire & Cable BG
Resources BG
Commerce & Real
Estate BG
Auditing Office
Responsible for planning and auditing internal auditing systems.
Establishment of information system for Industry 4.0 business operation, establishment of reliable/safe
IT Center
information system environment, realization of platform for cloud information service and establishment
of big data analysis.
Administration
Management
Responsible for human resources, procurement, media and general affairs, etc.
Center
Financial
Management
Center
Responsible for the operation of financial accounting system and participating in the management and
decision-making.
6
Department
Job Duties & Functions
Strategic
Responsible for data utilization indicator design and action plan planning, data analysis and modeling,
Information
data management and information security, internal and external resources integration and
Management
management.
Center
Procurement
Center
Commodity Center
Responsible for establishing procurement policies and standards and performing procurement functions,
including capital expenditure, engineering and maintenance, material back up supplies, outsourcing and
other non-critical material procurements.
Responsible for entering into transactions of important raw material procurements and controlling raw
material prices.
1. Creating a learning organization with full employee participation (i.e., learning by doing and doing by
learning) via OJT
2. Learning from TPS to train outstanding T-shaped executives at current time and places with current
TPS Center
resources who are suitable for use by the Group
3. Strengthening the DNA of the Group through TPS improvement activities
4. Implementing the mechanism for cultivating human resources on its own and promoting the
sustainable management of the Company.
Responsible for legal risk management and the preparation and management of various contracts, legal
disputes, litigation or non-litigation cases.
Legal Division
1. Conducting research on international market opportunities and trends in the next 5 to 10 years and
Business Innovation
providing innovative solutions to achieve corporate sustainability goals.
Division
2. Collaborating with business units in helping them implement daily improvements, understand
International Affairs
Division
customers' future needs and provide appropriate solutions.
1. Liaison with representatives of overseas offices and other relevant personnel.
2. Compliance with overseas laws and regulations and engagement of external professionals.
3. Reception of overseas visitors and assistance with their itinerary arrangements.
4. Budget control and execution for overseas offices.
5. Support for general administrative tasks in overseas offices.
Corporate Planning
Responsible for investment planning and execution related to company strategy.
Division
Environment,
Health & Safety
Division
Joint Shareholders
Service Office
Responsible for the Company's environmental protection, occupational safety and health management
and other related matters, and promoting and implementing business strategies and plans for the
company-wide environment, safety and health initiatives and energy and carbon management.
Responsible for the planning and execution of the Company's shareholder services and the
administration matters relating thereto.
7
Corporate Governance Report
2. Profiles of Board Directors, President, Vice Presidents and Department Heads
(1)
Information on Directors
Title
Nationality
or
Registration
Country
Chairman
R.O.C.
Name
Gender
& Age
Term
Began
Term
Date
First
Elected
Shares Held When
Elected
Shares Currently Held
Shares Currently Held
by Spouse and
Underage Children
Number of
shares
Percentage
Number of
shares
Percentage
Number of
shares
Percentage
Yu-Lon
Chiao
May 19,
2023
Male
61-70
years
old
3 years April 10,
50,460,440
1.35% 50,460,440
1.25% 21,011,889
0.52%
1981
Vice
Chairman
R.O.C.
Patricia
Chiao
May 19,
2023
Female
61-70
years
old
3 years May 31,
109,085,587
2.92% 109,085,587
2.71% 0.00
0.00%
2005
(Note2)
Director
R.O.C.
Yu-Cheng
Chiao
May 19,
2023
Male
61-70
years
old
3 years April 10,
41,001,551
1.10% 41,001,551
1.02% 19,502,428
0.48%
1981
Director
R.O.C.
Yu-Heng
Chiao
May 19,
2023
Male
61-70
years
old
3 years April 18,
65,343,810
1.75% 65,343,810
1.62% 4,324,192
0.11%
1990
8
Key Education/Work Experience
Other Current Positions Within the
Company
Other Officer, Director or Supervisor
who are Spouse or Relative within
Second Degree
Position
Name
Relationship
December 31, 2023
Shares Held in Name
of Others
Number
of shares
Percentage
0
0.00%
Administration
Business
Department,
of
University
Washington; The Company's
former President and Vice
Chairman.
0
0
0.00% MBA at College of Notre Dame;
the Company’s former assistant
vice president of
Investment
Dept., assistant vice president of
Financial Dept., head of Financial
Investment Dept., assistant vice
president of Commodity Center
and
Investment
Management Center, President
of Insulated Wire & Cable BU.
Financial
0.00% University
of Washington
Masters of Electrical Engineer
and Business Administration The
Company's former chairman.
0
0.00% Golden Gate University, Master
of Business Administration The
Company's former vice president
and vice chairman.
Note
(Note 1)
None
None
None
Chairman of Concord Venture Capital
Group and Walsin Energy Cable
System Co., Ltd., Director of Walton
Advanced Engineering, Inc., Ltd., and
Vice President Commissioner of
subsidiaries
Lihwa
Corporation.
of Walsin
Director of Yu Xiang Investment Co.,
Ltd., Qing An Investment Co., Ltd.,
Walsin Lihwa Holding Co., Ltd., Walsin
Specialty Steel Holding Co., Ltd.,
Walsin Specialty Steel Corporation,
and Joint Success Enterprises Limited;
President of Chin-Xin Investment Co.,
Ltd.
Vice Chairman
Director
Director
Director
Chairman
Director
Director
Director
Patricia
Chiao
Yu-Cheng
Chiao
Yu-Heng
Chiao
Wei-Shin
Ma
Yu-Lon
Chiao
Yu-Cheng
Chiao
Yu-Heng
Chiao
Wei-Shin
Ma
Younger
sister
Older
brother
Younger
brother
Sister-in-law
Older
brother
Older
brother
Younger
brother
Sister-in-law
Chairman
Vice Chairman
Director
Director
Yu-Lon
Chiao
Patricia
Chiao
Yu-Heng
Chiao
Wei-Shin
Ma
Younger
brother
Younger
sister
Younger
brother
Sister-in-law
Technology
Chairman & CEO of Winbond
Electronics Corporation, Chin-Xin
Investment Co., Ltd and Chenghe
Investment Co., Ltd.; Director of
Walsin
Corporation,
Nuvoton Technology Corp, Jincheng
Construction
Ltd., United
Co.,
Industrial Gases Co., Ltd., MiTAC
Holdings
Landmark
Corporation,
Group Holdings
Ltd., Winbond
International Corporation, Winbond
Electronics
Corporation America,
Marketplace Management Limited,
Nuvoton Investment Holding Ltd., and
Songyong Investment Co., Ltd.; Officer
Independent
LLC;
of Goldbond
Director, member of
the Audit
Committee, Nomination Committee
and convener of the Compensation
Committee at Taiwan Cement Corp.
Chairman of Walsin Technology
Corporation, Walton
Advanced
Engineering,
Inc., HannStar Board
Corp., Global Brands Manufacture,
Prosperity Dielectrics Co., Ltd., Info-
Tek Corp., and Silitech Technology
Corporation; Vice Chairman of Career
Technology Mfg. Co., Ltd.; Director of
Inpaq Technology Co., Ltd.
None
Chairman
Vice Chairman
Director
Director
Yu-Lon
Chiao
Patricia
Chiao
Yu-Cheng
Chiao
Wei-Shin
Ma
Older
brother
Older
sister
Older
brother
Sister-in-law
9
Corporate Governance Report
Title
Nationality
or
Registration
Country
Director
R.O.C.
Name
Gender
& Age
Term
Began
Term
Date
First
Elected
Yu-Chi
Chiao
Male
51-60
years
old
May 19,
2023
3 years April 18,
1990
Shares Held When
Elected
Shares Currently Held
Number of
shares
51,635,470
Percentage
Number of
shares
Percentage
1.38% 52,285,470
1.30%
Shares Currently Held
by Spouse and
Underage Children
Number of
shares
244,033
Percentage
0.01%
Director
R.O.C.
Andrew
Hsia
May 19,
2023
Male
71-80
years
old
3 years May 19,
0
0.00%
0
0.00%
0
0.00%
2023
-
May 19,
2023
3 years
247,399,37
50
6.63%
248,002,375
6.15%
-
-
0
0.00%
0
0%
0
0.00%
Legal
Person:
May 31,
2005
(Note 4)
Represe
ntative:
May 19,
2023
3 years June 11,
0
0.00%
0
0.00%
0
0.00%
2014
Male
61-70
years
old
Male
61-70
years
old
May 19,
2023
Director
R.O.C.
R.O.C.
Independ
ent
Director
Chin-Xin
Investme
nt Co.,
Ltd
Represen
tative: Li-
Chin Ku
Ming-
Ling
Hsueh
10
Key Education/Work Experience
Other Current Positions Within the
Company
December 31, 2023
Note
(Note
1)
None
Other Officer, Director or Supervisor who
are Spouse or Relative within Second
Degree
Position
Name
Relationship
Chairman
Vice Chairman
Director
Director
Yu-Lon
Chiao
Patricia
Chiao
Yu-Cheng
Chiao
Yu-Heng
Chiao
Older
brother
Older
Sister
Older
brother
Older
brother
None
None
None
None
of
Corp.; Director
Chairman and President of HannStar
Display Corporation; Chairman of
Huali Investment Corp., Hannshine
Investment Corp., and Hanns Prosper
Investment
as
HannsTouch
Representative
Coretronic
Company,
Holdings
Corporation, Bradford, HannSpirit
(BVI) Holding, Brightpro Resources
Limited, and Hannspree International
Holdings;
Torch
Supervisor
Investment Co., Ltd.
Vice President & Spokesman of Phu
My Hung Holding Group; Chief
Representative of Central Trading &
Development Corporation.
of
Shares Held in Name of
Others
Number of
shares
0
Percentage
0.00%
0
0.00%
-
-
0
0
0.00%
0.00%
in Management
Ph.D.
from City
University of Hong Kong, completed
doctoral studies
in Management at
Fudan University in Shanghai; President
of Walsin Lihwa Corporation, Supervisor
of Windbond Corporation, Director of
and
HannStar Board Corporation,
Chairman of HannsTouch Holdings
Company.
the
Chengchi University;
He received his bachelor's degree in law
from Fu Jen Catholic University and his
master's degree in diplomacy from the
National
he
graduated from Graduate Institute of
Legal Studies, University of Oxford, UK
(M. Litt); he was Head of the Political
Section of the R.O.C. Representative
in the United States, Deputy
Office
R.O.C.
of
Representative
Representative Office in Canada, Head of
the R.O.C. Representative Office in New
York, R.O.C. Representative Office in
India, Political Deputy Minister of
Ministry of Foreign Affairs, Deputy
Minister of Ministry of National Defense,
and Chairman of the Mainland Affairs
Council, Executive Yuan.
Bachelor's
Industrial
Engineering from Chung Yuan Christian
University; Assistant Vice President, Vice
President, and President of Walsin
Technology Corporation.
degree
in
President of Walsin Technology
Corporation.
None
None
None
None
Holdings
Independent Director of Yuanta
Yuanta
Financial
Commercial Bank, TTY Biopharm and
Lite-On
Corporation;
Technology
Director of Tung Hua Book Co., Ltd.
&
University, Master
Soochow
in
Accountancy; Bloomsburg University of
Pennsylvania, Master of Business
Administration; PwC Taiwan Director;
Executive Director, Taiwan Corporate
Governance
Adjunct
Professor, School of Science and
Technology Management, National Tsing
Hua University; Adjunct Professor,
School of Management, National Taiwan
University of Science and Technology.
Association;
None
None
None
None
11
Corporate Governance Report
Nationality
or
Registration
Country
R.O.C.
Title
Indepen
dent
Director
Name
Gender
& Age
Term
Began
Term
Date
First
Elected
Shares Held When
Elected
Shares Currently Held
Shares Currently Held
by Spouse and
Underage Children
Number of
shares
Percentage
Number of
shares
Percentage
Number of
shares
Percentage
Fu-
Hsiung
Hu
Male
61-70
years
old
May 19,
2023
3 years May 19,
0
0.00%
0
0.00%
0
0.00%
2023
Indepen
dent
Director
R.O.C.
Tyzz-Jiun
Duh
May 19,
2023
Male
61-70
years
old
3 years May 19,
0
0.00%
0
0.00%
0
0.00%
2023
Indepen
dent
Director
R.O.C. Wei-
Chuan
Gau
May 19,
2023
Male
61-70
years
old
3 years May 19,
0
0.00%
0
0.00%
0
0.00%
2023
Note 1: Where the chairman and the general manager or person of an equivalent post (the highest level manager) of a company are the
same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for,
reasonableness of, necessity of, and the measures adopted in response to, the above situation.
Note 2: Ms. Patricia Chiao served on the Company’s Board between May 31, 2005 and June 10, 2014 and from May 25, 2016 until March
11, 2024.
Note 3: Mr. Yu-Chi Chiao served on the Company’s Board between April 18, 1990 and June 10, 2014 and from May 19, 2023 until now.
Note 4: Chin-Xin Investment Co., Ltd served on the Company’s Board between May 31, 2005 and June 10, 2014 and from May 26, 2015
until now.
Note 5: Directors whose terms expired and were discharged on May 19, 2023: Ms. Wei-Shin Ma and Mr. Chen, Pei-Ming as the
representative of Chin Xin Investment Co., Ltd.; Independent Directors whose terms expired and were discharged on May 19,
2023: Mr. King-Ling Du and Mr. Shiang-Chung Chen.
Note 6: The shareholding ratios are rounded to the nearest hundredth percent.
Note after Period-End: Ms. Patricia Chiao, Vice Chairman, resigned from her post on March 11, 2024.
12
Shares Held in Name of
Others
Number of
shares
0
0
0
Key Education/Work Experience
Other Current Positions Within the
Company
Independent Managing Director of O-
Bank Co., Ltd.
Policy Advisor of Taiwan Electrical and
Electronics
Manufacturers’
Association; Senior Advisor of Taiwan
Transportation Vehicle Manufacturers
Association and the Chinese National
Federation of Industries; Member of
Commercial
Industrial
Taoyuan
Development
Investment
&
Promotion Committee; Vice Chairman
of ShaCode Foundation; Director of
Fair Winds Foundation; Independent
Director of USI Corporation, China
Development
Holding
Corporation & CDIB Capital Group, and
Macronix International Co., Ltd.
CPA of Chuanzhi
Shared-Office
Accounting Firm; Chairman of KS&A
Investment Co. Ltd.;
Independent
Director of Mercuries F&B
Financial
Percentage
of
0.00%
the Department
Science
Joint
and
0.00% M.A., Graduate School of Business,
National Taiwan University; Managing
Director, Central Trust Bureau; Director
of Mega Bank; Director of Department of
Economic Energy and Agriculture,
Executive Yuan; Vice Chairman of
Council of Agriculture; Chairman of
National Animal Industry Foundation,
and
Institute of Animal
Credit
and
Technology,
Information
Taiwan
Center
Cooperative Securities
Ph.D., Institute of Forestry, National
Taiwan University; Director General of
the Department of Commerce of the
Ministry of Economic Affairs; Director
of
General
Information Technology of the Ministry
of Economic Affairs; Director General of
the Industrial Development Bureau of
the Ministry of Economic Affairs;
Minister of the Ministry of Economic
Affairs; Chairman of
the National
Development Council; Vice Premier of
the Executive Yuan; CEO of Taoyuan
Industrial Commercial Development &
Investment Promotion Committee.
Ph.D. in Accounting, Business School,
Renmin University of China, Master of
Business Administration, Baruch College,
City University of New York, Computer
Diploma,
Auditing
NYU/Coopers & Lybrand, Bachelor of
Accounting, Department of Business,
Taiwan University; Vice
National
Chairman of KPMG Taiwan
Inc.;
Executive Director of KMPG Taiwan;
Head of Insurance Business of KMPG
Taiwan; CPA & Counselor of Audit
Department of KMPG Taiwan; Director &
CFO of Maxpro Capital Acquisition Corp;
Counselor of Eco-Green Tech. Co., Ltd.
Course
0.00%
Joint
December 31, 2022
Other Officer, Director or Supervisor who
Note
are Spouse or Relative within Second
(Note
Degree
1)
Position
Name
Relationship
None
None
None
None
None
None
None
None
None
None
None
None
13
Corporate Governance Report
1. Major shareholders of institutional shareholder
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
Shareholding
December 31, 2023
Chin-Xin Investment Co., Ltd
Winbond Electronics Corp.
Walsin Lihwa Corporation
Huali Investment Corp.
Yu-Cheng Chiao
Yu-Lon Chiao
Yu-Heng Chiao
Yu-Chi Chiao
Walsin Technology Corporation.
HannStar Board Corporation
Prosperity Dielectrics Co., Ltd.
37.69%
36.99%
4.43%
3.14%
3.14%
3.14%
3.14%
1.86%
1.34%
0.72%
Note 1: Top ten shareholders of the institutional shareholder.
Note 2: The shareholding ratios are rounded to the nearest hundredth percent.
2. Major Shareholders in Previous Table who are Institutional Investors and their Major Shareholders
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
December 31, 2023
Shareholding
Walsin Lihwa Corporation
Chin-Xin Investment Co., Ltd
Labor Pension Fund (New System)
Investment account of LGT Bank (Singapore) under the custody of Business
Department of Standard Chartered Bank
Yu-Cheng Chiao
Winbond Electronics Corporation
Investment account of Norges Bank under the custody of Citibank Taiwan Ltd.
Investment account of Vanguard Emerging Markets Stock Index Fund managed
by Vanguard Group under the custody of JP Morgan Chase Bank N.A., Taipei
Branch
Pai-Yung Hong
Investment account of PGIA Fund – PGIA General International Stock Index
Fund under the custody of JP Morgan Chase Bank N.A., Taipei Branch
Huali Investment Corp.
HannStar Color Co. Ltd.
Patricia Chiao
21.99%
6.22%
1.84%
1.76%
1.64%
1.14%
1.01%
0.99%
0.99%
0.92%
100%
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
March 19, 2024
Shareholding
Chin-Xin Investment Co., Ltd
Winbond Electronics Corporation
TECO Electric and Machinery Co., Ltd.
LGT Bank (Singapore) Investment Fund under the custody of Business
Department, Standard Chartered Bank (Taiwan) Ltd.
Walsin Lihwa Corporation
Rong Jiang Co., Ltd.
Fund Account of Yuanta Taiwan High Dividend ETF
Patricia Chiao
Huali Investment Corp.
Chunghwa Post Co., Ltd.
Yu-Heng Chiao
6.15%
6.14%
5.22%
4.54%
4.27%
3.31%
2.71%
2.65%
1.89%
1.62%
14
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
December 31, 2023
Shareholding
Walsin Lihwa Corporation
HannStar Board Corporation
Global Brands Manufacture Ltd.
Walton Advanced Engineering, Inc.
Yu-Heng Chiao
Walsin Technology Corporation
Investment account of Malayan Banking Berhad Securities Sdn Bhd - Internal
Trades Platform - Client Account under the custody of Citibank Taiwan Ltd.
Giga Investment Co.
Chin-Xin Investment Co., Ltd.
Tsai Yi Corporation
Winbond Electronics Corporation
Walsin Technology Corporation
Walsin Lihwa Corporation
Career Technology (Mfg.) Co., Ltd.
Chin-Xin Investment Co., Ltd.
Yu-Heng Chiao
HannStar Board Corporation
Pai-Yung Hong
Xing Xing Investment Co., Ltd.
Fund Account of Yuanta Taiwan High Dividend Low Volatility ETF
Fund Account of Fuh Hwa Taiwan Technology Dividend Highlight ETF under the
custody of Taipei Fubon Commercial Bank Co., Ltd.
Prosperity Dielectrics Co., Ltd.
Prosperity Dielectrics Co., Ltd.
Walsin Technology Corporation
Walton Advanced Engineering, Inc.
Yu-Heng Chiao
Ta-Ho Maritime Corporation
ABC Taiwan Electronics Corp
Wen-Che Shen
Sheng-Chi Liao
Tsung-Yuan Huang
Ying-Ying Su
Yu Yueh Co., Ltd.
Note 1: Top ten shareholders of the institutional shareholder.
Note 2: The shareholding ratios are rounded to the nearest hundredth percent.
18.30%
7.74%
3.39%
2.74%
2.65%
2.33%
1.37%
1.27%
1.10%
1.09%
20.32%
12.06%
5.44%
3.55%
2.19%
1.86%
1.59%
1.56%
1.43%
1.07%
43.13%
0.75%
0.62%
0.55%
0.47%
0.44%
0.36%
0.30%
0.24%
0.17%
15
Corporate Governance Report
3. Disclosure of Professional Qualifications of Directors and Independence of Independent Directors
Qualification
Name
Professional Qualifications and Experience
Independence (Note)
Number of
Other Public
Companies
Where He/She
Acts as
Independent
Directors
Concurrently
-
-
-
-
Yu-Lon Chiao
Patricia Chiao
Yu-Cheng Chiao
Yu-Heng Chiao
experience
Mr. Yu-Lon Chiao joined Walsin Lihwa in 1983 and has
served as Vice President, President, Vice Chairman, and
CEO, and took over as Chairman in 1996. Mr. Chiao,
highly experienced in the wire and cable, stainless steel,
electronic technology, commercial and real estate
industries, has focused on the management of the
Company and led the Company's continuous growth
with good results. He has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
Patricia Chiao, Vice Chairman, has been with the
Company since 1981, has served as Assistant Vice
President of the Finance Department, Special Assistant
to the President, Associate Manager and Vice President
of the Commodity Center and Financial Investment
Management Center, General Manager of the Copper
Business Group, and General Manager of the Wire and
Cable Business Group, and has served as Vice Chairman
since 2016. She is familiar with the organization and
the Company and has
business operations of
and
knowledge
professional
in
management,
judgment and human
investment
resources. She has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
Yu-Cheng Chiao, Director, served as Chairman of the
Company from 1986 to 1994. Currently, he serves as
Chairman of Winbond Electronics Corporation,
Independent Director of Taiwan Cement Corporation,
Director of Walsin Technology Corporation. He served
as, among others, Chairman of Nuvoton Technology
Corporation and Director of Taiwan Electrical and
Electronic Manufacturers' Association, received the
ERSO Award and was elected as the eighth member of
ITRI. Therefore, he has the necessary expertise and
experience in management and business development
of the Company. In addition, he has not been involved
in the
in any of the circumstances described
subparagraphs of Article 30 of the Company Act.
Yu-Heng Chiao, Director, the Vice President and Vice
Chairman of the Company from 1990 to 1996. Currently,
he acts as Chairman of Walsin Technology Corporation,
HannStar Board Corp., Global Brands Manufacture Ltd.,
Walton Advanced Engineering,
Inc., Prosperity
Info-Tek Corp., and Silitech
Dielectrics Co., Ltd.,
Technology Corporation. Therefore, he has
the
necessary expertise and experience in management and
business development of the Company. In addition, he
has not been involved in any of the circumstances
described in the subparagraphs of Article 30 of the
Company Act.
0
0
1
0
16
Qualification
Name
Professional Qualifications and Experience
Independence (Note)
Yu-Chi Chiao
Andrew Hsia
Chin-Xin
Investment Co.,
Ltd
Representative:
Li-Chin Ku
Ming-Ling Hsueh
Yu-Chi Chiao has previously served as a Director and
President of the Company and is currently the Chairman
and President of HannStar Display Corporation; he also
holds the position of Chairman at Huali Investment
Corp., Hannshine Investment Corp., Hanns Prosper
Investment Corp. Therefore, he has the necessary
expertise and experience in management, commerce,
and business development of the Company. In addition,
he has not been involved in any of the circumstances
described in the subparagraphs of Article 30 of the
Company Act.
Andrew Hsia, Director, serves as Vice President and
Spokesman of Phu My Hung International Corporation
and Chief Representative of Central Trading &
Development Corporation (Samoa). He served as,
among others, a diplomat of the Republic of China,
Chairman of the Mainland Affairs Council, Deputy
Minister of
the Ministry of National Defense,
Representative of the Ministry of Foreign Affairs in
Indonesia, and Head of Political Section, Ministry of
Foreign Affairs. He has a background of legal and
diplomatic expertise and an international perspective,
and is familiar with the economies and markets of the
Southeast Asian region. In addition, he has not been
involved in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
Director Li-Chin Ku currently serves as Vice Chairman of
Walsin Technology Corporation. He has previously held
positions as Assistant Vice President, Vice President,
and President of Walsin Technology Corporation. His
professional experience is focused on the passive
components industry, with a deep familiarity in the
manufacturing and sales of passive components, and
therefore he possesses expertise in operation and
management. In addition, he has not been involved in
the
in
any of
subparagraphs of Article 30 of the Company Act.
Ming-Ling Hsueh, Independent Director, used to act as
PwC Taiwan Director, and is Independent Director of
Yuanta Financial Holdings & Yuanta Commercial Bank,
Lite-On Technology Corporation, and TTY Biopharm,
and Director of Tung Hua Book Co., Ltd. He is also
Adjunct Professor, School of Science and Technology
Management, National Tsing Hua University, Adjunct
Professor, School of Management, National Taiwan
University of Science and Technology, and Executive
Director, Taiwan Corporate Governance Association.
Therefore, he has professional knowledge and
background
in finance, accounting and corporate
governance. In addition, he has not been involved in any
of the circumstances described in the subparagraphs of
Article 30 of the Company Act.
circumstances described
the
-
-
-
Ming-Ling Hsueh, Independent Director,
has not been involved in any of the
circumstances described in Paragraph 1,
Article 3 of the Regulations Governing
Appointment of Independent Directors
and Compliance Matters
for Public
Companies. Besides, neither he nor his
spouse nor any of his relatives within
second degree of kinship is a director of
the Company or its affiliates holding any
number and proportion of shares of the
Company (which are not held in the
name of others).
Number of
Other Public
Companies
Where He/She
Acts as
Independent
Directors
Concurrently
0
0
0
3
17
Corporate Governance Report
Qualification
Name
Professional Qualifications and Experience
Independence (Note)
Fu-Hsiung Hu
Tyzz-Jiun Duh
Wei-Chuan Gau
Fu-Hsiung Hu,
Independent Director, was Vice
Chairman, Council of Agriculture, Executive Yuan;
Director of Department of Economic Energy and
Agriculture, Executive Yuan; Director of the Office of the
President of the Executive Yuan; Chairman of Joint
Credit
Information Center, Taiwan Cooperative
Securities, and National Animal Industry Foundation;
Director, Mega International Commercial Bank and
Taiwan Cooperative Bank; Managing Director, Central
Trust of China; Director, Straits Exchange Foundation.
He is currently acting as Managing Director of O-Bank,
in
with professional knowledge and background
business administration, finance and securities, and
credit information. In addition, he has not been involved
in any of the circumstances described
in the
subparagraphs of Article 30 of the Company Act.
Tyzz-Jiun Duh, Independent Director, has previously
held positions such as Director General of the
Department of Commerce of the Ministry of Economic
Affairs; Director General of the Department of
Information Technology of the Ministry of Economic
Affairs; Director General of the Industrial Development
Bureau of the Ministry of Economic Affairs; Minister of
the Ministry of Economic Affairs; Chairman of the
National Development Council; and Vice Premier of the
Executive Yuan, boasting over 15 years of administrative
management experience. He currently serves as Policy
Advisor of
Electronics
Manufacturers’ Association and Independent Director
of China Development Financial Holding Corporation &
CDIB Capital Group, among others. He is well-versed in
the industrial and commercial industry landscape and
economic development trends, possessing expertise
and experience in financial holding, government and
public
and
information
cybersecurity, and international affairs. In addition, he
has not been involved in any of the circumstances
described in the subparagraphs of Article 30 of the
Company Act.
Wei-Chuan Gau, Independent Director, has previously
served as Vice Chairman of KPMG Taiwan Inc. and
Executive Director of KMPG Taiwan. He is currently CPA
of Chuanzhi Shared-Office Accounting Firm, Chairman
of KS&A Investment Co. Ltd., and Independent Director
of Mercuries
F&B. He possesses experience,
professional capabilities, and practical experience in
accounting and audit,
risk management, and
information technology. In addition, he has not been
involved in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
technology
Electrical
sectors,
Taiwan
and
involved
in any of
Fu-Hsiung Hu, Independent Director, has
the
not been
circumstances described in Paragraph 1,
Article 3 of the Regulations Governing
Appointment of Independent Directors
and Compliance Matters
for Public
Companies. Besides, neither he nor his
spouse nor any of his relatives within
second degree of kinship is a director of
the Company or its affiliates holding any
number and proportion of shares of the
Company (which are not held in the
name of others).
involved
in any of
Tyzz-Jiun Duh, Independent Director, has
not been
the
circumstances described in Paragraph 1,
Article 3 of the Regulations Governing
Appointment of Independent Directors
and Compliance Matters
for Public
Companies. Besides, neither he nor his
spouse nor any of his relatives within
second degree of kinship is a director of
the Company or its affiliates holding any
number and proportion of shares of the
Company (which are not held in the
name of others).
Wei-Chuan Gau, Independent Director,
has not been involved in any of the
circumstances described in Paragraph 1,
Article 3 of the Regulations Governing
Appointment of Independent Directors
and Compliance Matters
for Public
Companies. Besides, neither he nor his
spouse nor any of his relatives within
second degree of kinship is a director of
the Company or its affiliates holding any
number and proportion of shares of the
Company (which are not held in the
name of others).
Number of
Other Public
Companies
Where He/She
Acts as
Independent
Directors
Concurrently
1
3
1
Note: None of the Independent Directors of the Company are directors, supervisors or employees of companies with specific
relationships with the Company and have not received compensation for providing business, legal, financial or accounting
services to the Company or its affiliates in the last two years.
Note after Period-End: Ms. Patricia Chiao, Vice Chairman, resigned from her post on March 11, 2024.
18
4. Diversity and Independence of the Board
(1) Diversity of the Board
In accordance with Article 20 of the Company's Corporate Governance Best Practice Principles and the "Principles of
Election of Board Members and Managers and Guidelines for Continuing Education and Succession Planning"
established by the Company, the Board of Directors will implement the objectives of diversity and independence in
terms of expertise, experience and gender required for Board members, and will continue to invite appropriate
candidates to join the Board of Directors in accordance with the above objectives in order to strengthen the balance
of the Board of Directors in response to the Company's development strategies and changes in the internal and
external environment. In order to achieve the desired objectives of corporate governance, the Board of Directors of
the Company is composed of members from the management team, managers of relevant industries and
professionals with financial, business and accounting backgrounds, who effectively perform the duties of Board
members with different fields and work backgrounds. These duties include establishing and maintaining the
Company's vision and values, assisting in promoting corporate governance and strengthening management,
overseeing and evaluating the implementation of management policies and operational plans, and being responsible
for the Company's overall economic, social, and environmental operations to enhance corporate governance and
corporate value from the perspective of stakeholders.
The Company has built its strength by being focused on the wire and cable, stainless steel, commodity, and
commercial real estate fields and become a model of business excellence moving towards the manufacturing service
industry. There are eleven directors on the Company's Board of Directors of 20th term: Yu-Lon Chiao, Chairman, has
been working in the business field of the Company for a long time and has a good understanding of the operation
and development of the industry, with an open-minded leadership style that encourages adoption of suggestions;
Directors Yu-Cheng Chiao, Yu-Heng Chiao, and Yu-Chi Chiao have joined the management team of the Company and
therefore are familiar with the organization and business operation of the Company and are good at operation
management and investment judgment; Andrew Hsia, Director, comes from a diplomatic background with an
international perspective and therefore has a good grasp of the conditions of the Southeast Asian market and can
fully assist the Company in making relevant investment decisions; Director Li-Chin Ku is familiar with the industry,
manufacturing, and sale of passive components and therefore has operational management experience and
expertise; and the female Director, Director Patricia Chiao, specializes in operational management, investment
judgment and human resources. The Company's Independent Directors have industry knowledge and an
international market perspective: Independent Director Ming-Ling Hsueh specializes in finance, accounting and
corporate governance; Independent Director Fu-Hsiung Hu has expertise and experience in business administration,
finance and securities, and credit information; Independent Director Tyzz-Jiun Duh is familiar with the general
situation of the industry and commerce sector and the trends of economic development; and Independent Director
Wei-Chuan Gau possesses professional capabilities in accounting, auditing, and information technology.
(2) Independence of the Board:
The Company should have only 3 Independent Directors in accordance with the law, but to maintain the
independence of its Board of Directors, it has four Independent Directors, which exceed the statutory target and
account for 36% of all Directors of the Company; in order to improve the Company's operation and development and
operation of corporate governance practices, none of Independent Directors are subject to Paragraphs 3 and 4 of
Article 26-3 of the Securities and Exchange Act.
19
Corporate Governance Report
(2) Profile of President, Vice Presidents and Department Heads
Title
Nationality
Name
Gender
R.O.C.
Fred Pan
Male
Shares Held
Shares Held by Spouse
and Underage Children
Shares Held in Name
of Others
Number of
shares
Percentage
Number
of shares
Percentage
Number
of shares
Percentage
500,000
0.01%
0
0.00%
0
0.00%
Date
appointed
July 16,
2007
R.O.C.
C.C. Chen Male
May 1,
2010
356,209
0.01%
0
0.00%
0
0.00%
President &
President of
Commerce &
Real Estate BG
Executive Vice
President &
Head of
Finance Dept.
President of
Insulated Wire
& Cable BG
R.O.C.
Jin-Renn
Leu
Male
August 13,
2014
180,900
0.00%
1,000
0.00%
0
0.00%
President of
Stainless Steel
BG
R.O.C.
Kevin Niu Male
December
4, 2017
200,000
0.00%
0
0.00%
0
0.00%
President of
Commodity BG
R.O.C.
Josh Chia Male
June 13,
2019
49,000
0.00%
1,559
0.00%
0
0.00%
20
Education/Work Experience
Other Current Positions at Other Companies
MBA of US Tulane University; Finance Chief of
Marketing of Philips Taiwan Semiconductor,
Finance Chief of Sales of Philips Asia Pacific
Semiconductor;
the Company's Accounting
Division head, Chief of Staff and Vice President.
Master of Accounting Graduate School, National
Taiwan University; Audit Team Leader of Deloitte
Touche Tohmatsu Limited; Partner of Tianyao
United Accountants; the Company's Manager of
Performance Analysis Department of Financial
Service Center, Head of Financial Management
Center, Head of Accounting Division, Head of
China Management Division, Vice President of
Specialty Steel BG, Head of Yantai BU, Head and
Vice President of Specialty Steel BU, and
President of Commodity BG.
M.S. in Electrical Engineering, Yuan Ze University;
Assistant Manager of Optical Communication
Division/Communication Technology Division,
Manager of Communication Technology/Quality
Assurance
Electrical
Technology Division,
Production/Communication Operation Division,
Director of Hsinchuang BU, Vice President of
Cable & Wire BG; Head of Wire BU of the
Company.
Ph.D., Carnegie Mellon University, Pittsburgh,
USA; Quantitative Analyst of U.S. based
Provident Capital Management, Special
Assistant to CEO of Chinatimes Network
Technology, Associate Manager of Financial
Trading Department of Yuanta Securities, Vice
President of Securities Department of CTBC
Bank, Vice President of Derivatives Department
of KGI Securities; Chief Marketing Officer and
Head of Resources Management Center of the
Company.
MPA in Finance, New York University; MBA in
Accounting, National Taiwan University; Bachelor
of Accounting, National Taiwan University; Head
Liability Management
of
Department/Performance
Management
Department/ Corporate Finance Department of
Standard Chartered Bank,
Executive Vice President & Accounting Officer of
Finance Division of Standard Chartered Bank,
Vice President of Accounting Department of
Fubon Bank (China) Co., Ltd.; the Company's
Project Director of the President Office, Head of
Finance Division and Vice President of Financial
Management Center.
Asset
and
Manager who is Spouse or
Relative within the Second
Degree
Title Name Relationship
None None
None
December 31, 2023
Shares
Acquired by
Managers
under
Employee
Stock
Options
None
Note
(Note
2)
None
None None
None
None
None
None None
None
None
None
Vice Chairman of Nanjing Walsin Property
Management Co., Ltd.; Director of Walsin
(Nanjing) Development Co., Ltd., Walsin
International
Joint Success
Investment,
Enterprises Limited; Director and President
of Jincheng Construction Co., Ltd., Walsin
China Investment Co., Ltd.
Chairman of Walsin Singapore Pte. Ltd.;
Director of Walsin Info-Electric Inc., PT.
Walsin Nickel Industrial Indonesia, PT. Sunny
Metal Industry, PT. Westrong Metal Industry
Indonesia, PT CNGR Walsin New Energy and
Techology
Indonesia, PT. Walhsu Metal
Industry, PT. CNGR Walsin New Mining
Industry Investment Indonesia, Innovation
West Mantewe, Walsin
International
Investments Limited, and Walsin Lihwa
Europe S.aà r.l.; Supervisor of PT. Sultra
Sarana Bumi and
Walsin (China) Investment Co., Ltd.
Director of Walsin Energy Cable System Co.,
Ltd., Shanghai Walsin Lihwa Power Wire &
Cable Co., Ltd., and Taiwan Electric Research
& Testing Center
Chairman of Yantai Walsin Stainless Steel
Co., Ltd.; Director of Cogne Acciai Speciali
S.p.A.
None None
None
None
None
None None
None
None
None
Chairman of PT. Walsin Nickel Industrial
Indonesia, PT. Sunny Metal Industry, and PT.
Walhsu Metal Industry; Director of Walsin
Precision Technology Co., Ltd., Walsin
Singapore Pte. Ltd., PT. Westrong Metal
Industry Indonesia, PT. CNGR Walsin New
Energy and Technology Indonesia, Anugerah
Barokah Cakrawala, PT. CNGR Walsin New
Mining Industry Investment Indonesia, PT.
Sultra Sarana Bumi,
Innovation West
Mantewe, and PT. Transcoal Minergy.
21
Corporate Governance Report
Title
Nationality
Name
Gender
Date
appointed
Number of
shares
Percentage
Number
of shares
Percentage
Number
of shares
Percentage
Shares Held
Shares Held by Spouse
Shares Held in Name
and Underage Children
of Others
Head of
Corporate
Governance
R.O.C. Hueiping Lo
Female
January 22,
2021
90,000
0.00%
0
0.00%
0
0.00%
Director of
Accounting
R.O.C.
Kelly Liu
Female November
11, 2023
5,699
0.00%
0
0.00%
0
0.00%
Note 1: Date appointed is the first time appointed department heads.
Note 2: Where the chairman and the general manager or person of an equivalent post (the highest level manager) of a company are the
same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for,
reasonableness of, necessity of, and the measures adopted in response to, the above situation.
Note 3: Mr. Richard Wu was transferred to other position effective as of November 3, 2023; therefore, the Director of Accounting was
changed to Ms. Kelly Liu.
Note 4: The shareholding ratios are rounded to the nearest hundredth percent.
22
Education/Work Experience
Other Current Positions at Other Companies
M.B.A., National Taiwan University; former Vice
President of Taiwan Cooperative Securities,
Associate Manager of KGI Commercial Bank, and
Associate Manager of China Development
Financial Holding Corporation.
Director of Hannstar Display Corporation,
Global
Investment Holdings, PT. Walsin
Nickel Industrial Indonesia, Walsin Lihwa
Europe S.a.r.l. and Walsin America, LLC;
Supervisor of PT. Westrong Metal Industry.
MBA in California State Polytechnic University
Pomona; Audit Team Leader, PwC Taiwan;
Accounting staff and Accounting Manager of the
Accounting Division of the Company
None.
Manager who is Spouse or
Relative within the Second
Degree
Title Name Relationship
Shares
Acquired by
Managers
under
Employee
Stock
Options
Note
(Note
2)
None None
None
None
None
None None
None
None
None
23
Corporate Governance Report
3. Remunerations to Directors, President and Vice Presidents in the Most Recent Year
(1) Remuneration to Directors (including Independent Directors)
Title
Name
Remuneration (A)
(Note 1)
Pension (B)
Remuneration to Directors
(C)(Note 2)
Business Expense (D)
(Note 3)
Directors Remuneration
Company
All
Companies
In Financial
Statements
(Note 6)
Company
All
Companies
In Financial
Statements
(Note 6)
Company
All
Companies
In Financial
Statements
(Note 6)
Company
All
Companies
In Financial
Statements
(Note 6)
34,910,000
34,910,000
0
0 22,000,000
24,544,000
4,635,434
4,659,434
Chairman
Yu-Lon Chiao
Vice Chairman Patricia Chiao
Director
Director
Director
Legal Person
Director and
Representative
Yu-Cheng Chiao
Yu-Heng Chiao
Wei-Shin Ma (Note 9)
Chin-Xin Investment Co.,
Ltd
Representative: Li-Chin
Ku (Note 10)
Andrew Hsia
Yu-Chi Chiao (Note 11)
D
i
r
e
c
t
o
r
I
n
d
e
p
e
n
d
e
n
t
D
i
r
e
c
t
o
r
1.
Ming-Ling Hsueh
King-Ling Du (Note 12)
Shiang-Chung Chen
(Note 13)
Director
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
In order to facilitate the management of the remuneration of directors and functional committee members of the Company, the Company has established the "Rules for the
Remuneration of Directors and Functional Committee Members", which clearly define the criteria for the remuneration payable to independent directors according to their individual
professional input and performance, while taking into account the reasonableness of individual performance, the Company's operating performance and future risks.
Wei-Chuan Gau
(Note 15)
Tyzz-Jiun Duh (Note 14)
Fu-Hsiung Hu
2,988,500
8,000,000
8,000,000
2,988,500
6,284,664
6,284,664
0
0
2. Except as disclosed in the above chart, remuneration to directors received due to the services provided to all companies listed in the financial statements (such as acting as advisors of parent
companies/all companies /investees listed in the financial statements who are not an employee thereof) in the most recent year: 0
Table of Remuneration Ranges
Range of Remuneration Paid
to Directors
NT$100,000,000
Total
Names of Directors
Aggregate of First Four Remunerations (A+B+C+D)
Aggregate of First Seven Remunerations
(A+B+C+D+E+F+G)
The Company
Wei-Shin Ma
Yu-Chi Chiao, King-Ling
Du, and Shiang-Chung
Chen
Yu-Cheng Chiao, Andrew
Hsia, Yu-Heng Chiao,
Chin-Xin Investment Co.,
Ltd., Tyzz-Jiun Duh, and
Wei-Chuan Gau
Ming-Ling Hsueh and Fu-
Hsiung Hu
All Companies Listed in
the Financial Statements
Wei-Shin Ma
Yu-Chi Chiao, King-Ling
Du, and Shiang-Chung
Chen
Yu-Cheng Chiao, Andrew
Hsia, Yu-Heng Chiao,
Chin-Xin Investment Co.,
Ltd., Tyzz-Jiun Duh, and
Wei-Chuan Gau
Ming-Ling Hsueh and Fu-
Hsiung Hu
The Company
Wei-Shin Ma
Yu-Chi Chiao, King-Ling
Du, and Shiang-Chung
Chen
Yu-Cheng Chiao, Andrew
Hsia, Yu-Heng Chiao, Chin-
Xin Investment Co., Ltd.,
Tyzz-Jiun Duh, and Wei-
Chuan Gau
Ming-Ling Hsueh and Fu-
Hsiung Hu
All Companies Listed in
the Financial Statements
Wei-Shin Ma
Yu-Chi Chiao and King-
Ling Du, and Shiang-
Chung Chen
Yu-Cheng Chiao, Andrew
Hsia, Yu-Heng Chiao, Chin-
Xin Investment Co., Ltd.,
Tyzz-Jiun Duh, and Wei-
Chuan Gau
Ming-Ling Hsueh, and Fu-
Hsiung Hu
Yu-Lon Chiao and Patricia
Chiao
Patricia Chiao
Yu-Lon Chiao and Patricia
Chiao
Patricia Chiao
Yu-Lon Chiao
Yu-Lon Chiao
11
11
11
11
24
Ratio of total (A), (B), (C)
and (D) to after-tax loss
(Note 7) (%)
Remuneration Received as Employee
Salary, Bonus and Special
Allowance (E) (Note 4)
Pension (F)
Employee Bonus (G) (Note 5)
Company
All
Companies
In Financial
Statements
Company
All
Companies
In Financial
Statements
(Note 6)
Company
All Companies
In Financial
Statements
(Note 6)
Company
All Companies
In Financial
Statements
(Note 6)
Cash
Bonus
Stock
Bonus
Cash
Bonus
Stock
Bonus
Total of (A), (B), (C), (D),
(E), (F) and (G) and its
Ratio to After-tax Income
(Note 7) (%)
Company
All
Companies
In Financial
Statements
Unit: NT$
Remuneration
from Re-
investments
other than
Subsidiaries
(Note 8)
61,545,434
1.1987
64,113,434
1.2487
0
0
0
0
0
0
0
0
61,545,434
1.1987
64,113,434
1.2487
101,605,054
17,273,164
0.3364
17,273,164
0.3364
0
0
0
0
0
0
0
0
17,273,164
0.3364
17,273,164
0.3364
2,580,000
Note 1: The Company’s Independent Directors and Directors who are authorized by the Board of Directors to regularly involve in the
Company’s operation may receive remuneration; the amount of remuneration shall be reviewed in accordance with Director’s
participation and value contributed in the Company’s operation, together with reference of international and domestic industrial
practice, by the Remuneration Committee and submitted to the Board of Directors for approval.
Note 2: Remunerations to Directors in 2023 approved by the Board of Directors have been listed.
Note 3: Refers to the expenses incurred by Directors in 2023 to perform relevant duties (including transportation, attendance fees, special
disbursements and various allowances).
Note 4: Refers to the salaries, additional pay, severance pay, various rewards, incentives, treasury stock price difference, transportation
subsidies, special allowance, various allowances and salary expenses listed in accordance with IFRS 2 "share-based payment",
including shares acquired under employee stock option, restricted new shares to employees and shares acquired from participation
in cash capital increase option and so forth, received by Directors who are also employees (including as President, vice president,
managers and employees) in 2023. In addition, the Company's remuneration to chauffeurs totaled NT$2,470,821/year.
Note 5: Refers to Directors also working as an employee (including as President, vice president, managers and employees) and receiving
employee bonus (including stocks and cash) in 2023; employee bonus for 2023 was approved by the Board of Directors.
Note 6: Refers to the total pay to the Company's Directors from all companies in the consolidated statements (including the Company).
Note 7: After-tax net income refers to the after-tax net income of the stand-alone financial statements in 2023, which amounts to
Note 8:
NT$5,134,316,000.
a. This field shows the amount of related remunerations a Director of the Company receives from investees other than subsidiaries
of the Company.
b. The remuneration refers to remuneration, bonus (including bonuses to employees, Directors and Supervisors) and related
remunerations for the performance of duties received by a Director of the Company serving as a Director, Supervisor or
manager of an investee of the Company other than subsidiaries.
Note 9: Ms. Wei-Shin Ma was relieved of her duties on May 19, 2023.
Note 10: Chin-Xin Investment Corporation changed its representative to Mr. Li-Chin Ku on May 19, 2023.
Note 11: Mr. Yu-Chi Chiao was newly appointed on May 19, 2023.
Note 12: Mr. King-Ling Du was relieved of his duties on May 19, 2023.
Note 13: Mr. Shiang-Chung Chen was relieved of his duties on May 19, 2023.
Note 14: Mr. Tyzz-Jiun Duh was newly appointed on May 19, 2023.
Note 15: Mr. Wei-Chuan Gau was newly appointed on May 19, 2023.
＊ The remuneration content disclosed in this Table differs from the income concept of the Income Tax Act; therefore, this Table acts as a
form of information disclosure and does not serve for the purpose of taxation
25
Corporate Governance Report
(2) Remunerations to President and Vice Presidents
Remuneration (A) (Note 1)
Pension (B)
Bonus and Special Allowances (C)
(Note 2)
Title
Name
Company
All Companies
In Financial
Statements
(Note 4)
Company
All Companies
In Financial
Statements
(Note 4)
Company
All Companies
In Financial
Statements
(Note 4)
President & President of
Commerce & Real Estate BG
Fred Pan
C.C. Chen
Executive Vice President
President of Stainless Steel
BG
President of Insulated Wire
& Cable BG
President of Commodity BG Josh Chia
Kevin Niu
Jin-Renn Leu
26,936,783
26,936,783
1,301,208
1,301,208
29,440,800
29,464,800
Table of Remuneration Ranges
Range of Remuneration Paid to
President and Vice Presidents
NT$100,000,000
Josh Chia and Kevin Niu
Fred Pan
Total
Note 1:
Note 2:
Note 3:
Note 4:
Note 5:
The most recent annual salary, managerial bonus, and severance pay of the presidents and vice presidents are presented above.
Refers to various bonuses, incentives, company car rental fees, vehicle subsidies, special allowance and salary expenses listed in accordance with IFRS 2 "share-based
payment", including shares acquired under employee stock options, restricted new shares to employees and shares acquired from participation in cash capital increase
options and so forth, received by managers ranked vice president or above in 2023. In addition, the Company's remuneration to chauffeurs totaled NT$1,032,874/year.
Refers to employee bonuses (including stock and cash bonuses) approved by the Board of Directors for distribution to managers ranked vice president or above in 2023.
Discloses the total payment to manager’s ranked vice president or above from all companies in the consolidated statements (including the Company).
a. This field shows the amount of related remuneration managers ranked vice president or above received from investees other than subsidiaries of the Company.
b. The remuneration refers to pay, bonus (including bonuses to employees, Directors and Supervisors) and related remunerations for the performance of duties received by
the Company's managers ranked vice president or above while serving as a Director, Supervisor or manager of an investee of the Company other than subsidiaries.
5
5
Note 6:
After-tax net income refers to the after-tax net income of the standalone financial statement in 2023, which amounts to NT$5,134,316,000.
＊
The remuneration content disclosed in this Table differs from the income concept of the Income Tax Act; therefore, this Table acts as a form of information disclosure and does
not serve for the purpose of taxation.
26
Employee Bonus (D) (Note 3)
Company
All Companies
In Financial
Statements (Note 4)
Cash Bonus
Stock
Bonus
Cash Bonus
Stock
Bonus
Total of (A), (B), (C) and (D) and Its Ratio to After-
tax Income (%) (Note 6)
Company
All Companies
In Financial Statements
(Note 4)
Unit: NT$
Remuneration from Re-investments
or Parent Company other than
Subsidiaries
(Note 5)
2,062,500
0
3,419,300
0
59,741,291
1.1636
61,122,091
1.1905
702,000
(3) Distribution of Employee Bonus to Managers
Title
Name
Stock bonus
Cash Bonus
Total
March 10, 2023
Percentage of the
Total to After-tax Net
Income (%)
M
a
n
a
g
e
r
s
C.C. Chen
Fred Pan
President & President of
Commerce & Real Estate
BG
Executive Vice President &
Head of Finance Dept.
President of Stainless Steel
BG
President of Insulated Wire
& Cable BG
President of Commodity BG Josh Chia
Vice President &
Head of Corporate
Governance
Head of Accounting Dept.
Kelly Liu
Kevin Niu
Hueiping Lo
Jin-Renn Leu
0
NT$2,342,100
NT$2,342,100
0.0456
※ This Table lists managers in active duty as of the end of 2023 and their summarized 2023 employee bonus for managers
approved by the Board of Directors.
※ After-tax net income refers to the after-tax net income of the stand-alone financial statements in 2023.
(4) Analysis of total remunerations to Directors, President, vice presidents etc. as a percentage of the stand-
alone after-tax net income in the last two years and description of the policy, standards and packages
of remunerations, procedure for making such decision and relation to business performance:
1. Analysis of total remunerations to Directors, President, vice presidents etc. as a percentage of the stand-alone
after-tax net income in the last two years:
Title
Director
President and Vice President
Total Remunerations as Percentage (%) of After-tax Net Income (Losses)
2023
2022
Company
1.54
1.16
Companies
in Consolidated
Financial Statements
1.59
1.19
Company
0.99
0.46
Companies
in Consolidated
Financial Statements
0.99
0.46
2. Description of the policy, standards and packages of remunerations, procedure for making such decision and
relation to business performance:
(1) The Company's policy for remunerating its directors is formulated based on the Company Act and the
Company's Articles of Incorporation. The remuneration of directors for the current year shall be limited to an
27
Corporate Governance Report
amount not exceeding 1% of the current year's earnings and shall be paid in accordance with the Rules
Governing the Compensation of Directors and Functional Members of the Company. The Company's
operating strategy, profitability, future development and industry condition, as well as each director’s
participation in and contribution to the Company’s operation (such as serving on functional committees or
being invited to important business meetings), have also been taken into account in order to give them
reasonable remuneration. The Compensation Committee then submits a proposal, which is passed at a board
meeting before the policy takes effect.
(2) In order to ensure that the performance of managers is closely linked to the Company's strategy and that their
overall compensation is competitive, the Company has established the Regulations for the Evaluation of
Managerial Performance and Compensation as the basis for performance evaluation and compensation of
managers. The aforementioned regulations include policies, systems, standards and structures for
performance evaluation and compensation of managers, which shall be reviewed by the Compensation
Committee and submitted to the Board of Directors for approval. Manager's remuneration includes salary
and bonus: their salary is based on the Company's business strategy and profitability by taking into account
the manager's professional ability, scope of responsibility and market competitiveness; for the bonus, the
Company will take into account the results of individual performance evaluation, the reasonableness of the
link between its operating performance and future risks. However, if there is a significant risk event that
affects the Company's reputation, internal mismanagement, personnel malpractice and other risk events
attributable to any manager, the bonus payable to him/her will be reduced or cancelled. The manager's
performance evaluation structure consists of "results evaluation" and "function evaluation". After setting
targets at the beginning of the year, the management performance review is conducted quarterly and the
performance evaluation is conducted semi-annually. Such evaluation is based on, among others, the
achievement of profit targets, the improvement of organizational decision-making and execution capabilities,
the training of key leaders, and the implementation of CSR and corporate governance. The Compensation
Committee will make a proposal for such bonus and the Board of Directors will approve the same.
The said principles may be adjusted based on economic conditions, the Company's future development, and
profitability and operating risks.
4. Corporate Governance Status
(1) Overview of Board of Directors Operation
The Board of Directors totally held 9 meetings in 2023.
1. The attendance records for Directors are as follows:
Title
Name
Chairman
Yu-Lon Chiao
Vice Chairman Patricia Chiao
Director
Director
Director
Director
Director
Yu-Cheng Chiao
Yu-Heng Chiao
Yu-Chi Chiao
Andrew Hsia
Wei-Shin Ma
Representative of Chin-Xin
Investment Co., Ltd.: Pei-Ming
Chen
Representative of Chin-Xin
Investment Co., Ltd.: Li-Chin Ku
Director
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
28
Ming-Ling Hsueh
King-Ling Du
Shiang-Chung Chen
Fu-Hsiung Hu
Tyzz-Jiun Duh
Attended in
Person
9
9
9
5
4
9
4
Attended by
Proxy
0
0
0
4
1
0
0
4
5
9
4
4
9
5
0
0
0
0
0
0
0
Attendance
Percentage (%)
Remarks
100%
100%
100%
55%
80%
100%
100%
None
None
None
None
Note 2
None
Note 1
100%
Note 1
100%
Note 2
100%
None
100%
Note 1
100%
Note 1
100%
None
100%
Note 2
Independent
Director
Note 1: Director Wei-Shin Ma, Director Chen, Pei-Ming, Independent Director King-Ling Du, and Independent
Wei-Chuan Gau
Note 2
100%
5
0
Director Shiang-Chung Chen were discharged from their positions on May 19, 2023.
Note 2: Director Yu-Chi Chiao, Director Li-Chin Ku, Independent Director Tyzz-Jiun Duh, and Independent
Director Wei-Chuan Gau were newly elected for the 20th term.
2. The attendance records for Independent Directors are as follows:
19th Term
Ming-Ling Hsueh
King-Ling Du
Shiang-Chung Chen
Fu-Hsiung Hu
: Attended in Person; ◎: Attended by Proxy; ×: Applied for leave of absence
25th Meeting
May 5, 2023
23th Meeting
February 24, 2023
24th Meeting
March 24, 2023
22nd Meeting
January 10, 2023
20th Term
Ming-Ling
Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh
Wei-Chuan
Gau
1st Meeting
May 19, 2023
2nd Meeting
May 29, 2023
3rd Meeting
August 11, 2023
4th Meeting
November 3,
2023
5th Meeting
December 13,
2023
Other details that need to be recorded in meeting minutes:
1. In the event of the occurrence of any of the following scenarios with the operation of the Board of Directors,
the dates of meetings, session number, resolution, opinions of all Independent Directors and the Company's
subsequent action in response to these opinions shall be clearly stated:
(1) Matters and items stipulated in Article 14-3 of the Securities and Exchange Act.
Board of
Directors
Meeting
Content of Proposal and Resolution
19th Term
22nd
Meeting
January 10,
2023
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Ratification of the Company's
endorsement and guarantee for its
subsidiary, Borrego Energy, LLC.
Ratification passed.
Approval for the Company’s 2023
annual business plan.
Proposal passed.
Proposal for an evaluation of the
independence and qualification of the
Company's CPAs and the quality of the
CPA firm's audit for each case, as well
as the annual compensation payable to
the CPA firm.
Proposal passed.
Yantai Walsin Stainless Steel Co., Ltd.
proposes to update its investment plan
and amount for its hot rolling plant and
cold finished bar plant due to
its
investment in automated equipment.
Proposal passed.
Proposal to amend the Company's
Derivatives Trading Procedures.
Proposal passed.
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
29
Corporate Governance Report
Board of
Directors
Meeting
Content of Proposal and Resolution
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
to
to
the Company and
Proposal to amend the Company's
Procedures for Lending Funds to Other
Parties.
Proposal passed.
Proposal to approve the loan of funds
by Walsin International Investment Co.,
those
Ltd.
between the subsidiaries in mainland
China, in a total amount of US$1 billion
and RMB1.48 billion respectively.
Proposal passed.
Proposal
review manager’s
performance as well as 2022 bonuses
and compensation.
Proposal passed.
Advice on Chairman’s and Vice
Chairman’s 2022 performance bonus.
Proposal passed.
Yu-Lon Chiao and Patricia Chiao
Advice on Company’s distributions for
2022 director and employee (including
officers) remunerations.
Proposal passed.
Proposal
the Company's
reports on the internal control system
for 2022.
Proposal passed.
to draft
Proposal to amend certain provisions of
the Company's Article of Incorporation.
Proposal passed.
None
None
None
a
into a
joint
technical
The Company and its subsidiary, Walsin
Energy Cable System Co., Ltd., intends
venture
to enter
agreement,
service
agreement, and a technology license
agreement with NKT HV Cables AB
(based in Sweden), a wholly-owned
subsidiary of NKT Cables Group A/S
(based in Denmark). Please review and
approve the same.
Proposal passed.
Proposal to participate in the capital
injection into
its subsidiary, Walsin
Energy Cable System Co., Ltd., in the
amount of NT$2,699 million.
Proposal passed.
PT. Sunny Metal Industry proposes to
upgrade its cold nickel production lines
at PT. Indonesia Weda Bay Industrial
investment
Park, with a proposed
amount of USD 93 million.
Proposal passed.
Yantai Walsin Stainless Steel Co., Ltd.
proposes to invest RMB178 million in
the purchase of housing for experts and
talents to meet operational needs.
Proposal passed.
Proposal to issue domestic straight
corporate bonds within the amount of
NT$10 billion.
Proposal passed.
Walsin Singapore Pte. proposes to lend
US$175,750,000 to PT. Sunny Metal
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
19th Term
23th
Meeting
February 24,
2023
30
Board of
Directors
Meeting
Content of Proposal and Resolution
Industry under a non-revolving line of
credit.
Proposal passed.
Walsin Singapore Pte. proposes to lend
US$27,500,000 to PT Westrong Metal
Industry under a non-revolving line of
credit.
Proposal passed.
Borrego Energy, LLC, a U.S. subsidiary
of the Company, proposes to sell the
business of its solar energy and its
energy storage, procurement, and
departments.
trading
Proposal passed.
platform
Proposal to amend certain articles of
the Company's internal control system.
Proposal passed.
of
Proposal to lift the non-compete ban
under Article 209 of the Company Act
for the Company’s Directors.
Proposal passed.
Yu-Lon Chiao, Yu-Cheng Chiao, Yu-Heng
Chiao, Andrew Hsia, and Ming-Ling
Hsueh
Proposal for a capital injection through
an offering of global depositary receipts
(GDRs) by issuing new common shares
and/or a capital injection by issuing
new common shares.
The proposal has been amended to
injection
for a capital
"Proposal
through
global
offering
an
depositary receipts (GDRs) by issuing
new common shares and/or a capital
injection by
issuing new common
shares through book-building." The
amended proposal was passed after
the Chairman consulted all directors
present on whether to approve the
same.
Proposal to carry out a capital injection
into a wholly-owned subsidiary of the
Company, Walsin Singapore Pte. Ltd.,
for an amount of USD 45 million.
Proposal passed.
Walsin Singapore Pte. proposes to lend
USD 90 million to PT Westrong Metal
Industry under a non-revolving line of
credit.
Proposal passed.
Investments
Walsin
International
Limited proposes to
lend USD 75
million to PT. Sunny Metal Industry
under a non-revolving line of credit.
Proposal passed.
In order to develop its submarine cable
business, Walsin Energy Cable System
Co., Ltd., a subsidiary of the Company,
proposes to acquire the joint right of
use for the Kaohsiung Port A6-A land
from the Company.
Proposal passed.
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
19th Term
24th
Meeting
March 24,
2023
19th Term
25th
Meeting
May 5, 2023
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
31
Corporate Governance Report
Board of
Directors
Meeting
Content of Proposal and Resolution
the
response
For the purpose of developing
its
submarine cable business, Walsin
Energy Cable System Co., Ltd., a
subsidiary of the Company, proposes
an investment of NT$10.7 billion in the
establishment of a submarine cable
production plant and equipment.
Proposal passed.
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., in which
the Company indirectly holds a 70%
equity, proposes to acquire 100%
equity of Special Melted Products
Limited (based in the UK) for the needs
of business development.
Proposal passed.
In
business
to
development capital requirements of
Cogne Acciai Speciali S.p.A. ("CAS"), in
which the Company indirectly holds a
70% equity, the Company proposes to
invest in CAS up to EUR 140 million
according to its shareholding ratio, and
under the shareholding structure, to
first inject capital into the subsidiary
Walsin Lihwa Europe S.a r.l., and then
through its subsidiary MEG S.A., to
inject capital into CAS in cash.
Proposal passed.
the appointment of
Proposal
members
Nomination
Committee of the Company of the
second term.
Proposal passed.
Yu-Lon Chiao, Ming-Ling Hsueh, Hu, Fu-
Hsiung, Tyzz-Jiun Duh, and Wei-Chuan
Gau
Request for the Board of Directors to
recommend a Convener for the Audit
Committee of the third term.
Proposal passed.
Hu, Fu-Hsiung
Proposal
the appointment of
for
members and the recommendation of
a Convener for the Compensation
Committee of the Company of the fifth
term.
Proposal passed.
Ming-Ling Hsueh, Hu, Fu-Hsiung, Tyzz-
Jiun Duh, and Wei-Chuan Gau
the appointment of
Proposal
members and the recommendation of
the Sustainable
a Convener
for
Development Committee of
the
Company of the third term.
Proposal passed.
Yu-Lon Chiao, Patricia Chiao, Ming-Ling
Hsueh, Hu, Fu-Hsiung, Tyzz-Jiun Duh,
and Wei-Chuan Gau
the
for
for
to
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
20th Term
1st Meeting
May 19,
2023
20th Term
2nd Meeting
May 29,
2023
32
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Proposal for a capital injection through
an offering of global depositary receipts
(GDRs) by issuing new common shares.
Proposal passed.
None
None
None
Board of
Directors
Meeting
Content of Proposal and Resolution
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
20th Term
3rd Meeting
August 11,
2023
finance
PT. Sunny Metal Industry (Indonesia)
Ltd.
and Walsin Singapore Pte.
(Singapore) propose to extend a non-
revolving loan facility totaling USD 75
million to PT. Walhsu Metal Industry
(Indonesia).
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to
extend a non-revolving loan facility
totaling USD 20.5 million to Innovation
West Mantewe Pte. Ltd. (Singapore).
Proposal passed.
For the development of its submarine
cable business, Walsin Energy Cable
System Co., Ltd., a subsidiary of the
Company, obtained the joint use right
of the land at Kaohsiung Port A62 from
the Company on October 26, 2023,
due to the need for plant operation.
Please ratify the same.
Ratification passed.
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., proposes
its Swedish subsidiary,
to
Degerfors Long Products AB, with a
non-revolving credit facility of EUR 10
million.
Proposal passed.
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., proposes
to finance Special Melted Products
Limited (based in the United Kingdom)
with a non-revolving credit facility of
ERU 12 million.
Proposal passed.
The Singapore
the
Company, Walsin Singapore Pte. Ltd.,
proposes to dispose of its entire shares
in PT. Westrong Metal
Industry
(Indonesia).
Proposal passed.
The Singapore
the
Company, Walsin Singapore Pte. Ltd.,
proposes
seventy-five
percent equity of Berg Holding Limited
(Hong Kong).
Proposal passed.
In response to its capital expenditure
needs, Yantai Walsin Stainless Steel
Co., Ltd., a subsidiary of the Company
in mainland China, proposes to apply
for a mid-term loan from financial
institutions, for which the Company will
provide
and
guarantee.
Proposal passed.
In response to the Company's increase
in equity of the Indonesian subsidiary
PT. Sunny Metal Industry ("Sunny"), it is
proposed to finance Sunny with a loan
of USD 70 million
from Walsin
Singapore Pte. Ltd. ("WLS") and to
cancel the limits of loans totaling USD
61.09 million provided by WLS to PT.
Walhsu Metal Industry (Indonesia) and
subsidiary of
subsidiary of
endorsement
to acquire
an
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
33
Corporate Governance Report
Board of
Directors
Meeting
Content of Proposal and Resolution
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
its
Industry
PT. Westrong Metal
(Indonesia).
Proposal passed.
Proposal to amend the Company's
internal control system.
Proposal passed.
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, proposes to
finance Hangzhou Walsin Power Cable
Co., Ltd. with a non-revolving credit
facility of RMB 80 million.
Proposal passed.
For the development of its submarine
cable business, Walsin Energy Cable
System Co., Ltd., a subsidiary of the
Company, obtained the joint use right
of the land at Kaohsiung Port A62 from
the Company on October 26, 2023,
due to the need for plant operation.
Please ratify the same.
Ratification passed.
To develop
submarine cable
business, Walsin Energy Cable System
Co., Ltd., a subsidiary of the Company,
proposes that the Company enter into
a lease and port facility operation
agreement with Taiwan International
Ports Corporation, Ltd., Kaohsiung
Branch for the A6 Port and its rear
space at Kaohsiung Port.
Proposal passed.
Proposal to change the position of
Chief Accounting Officer and Manager.
Proposal passed.
the
Proposal
subscription for new shares
issued
through a cash capital increase in 2023
by Winbond Electronics Corporation.
Proposal passed.
Yu-Lon Chiao, Patricia Chiao, Yu-Cheng
Chiao, Yu-Heng Chiao, and Yu-Chi Chiao
Proposal for Jiangyin Walsin Steel Cable
Co., Ltd., a subsidiary of the Company,
to sell its factories and office premises
to another subsidiary of the Company,
Alloy
Jiangyin Walsin
Materials Co., Ltd., for a transaction
price of RMB 62,190,000.
Proposal passed.
Proposal to extend a non-revolving
credit facility totaling US$50,000,000 to
a U.S. subsidiary of the Company,
Borrego Energy Holdings, LLC, and its
subsidiary, Borrego Energy, LLC.
Proposal passed.
Walsin Info-Electric Corp., a subsidiary
of the Company, proposes to extend a
non-revolving
of
facility
credit
NT$100,000,000 to the Company.
The proposal was passed.
to participate
Specialty
in
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, proposes to
extend a non-revolving credit facility of
None
None
None
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
20th Term
4th Meeting
November
3, 2023
34
Board of
Directors
Meeting
Content of Proposal and Resolution
Independent
Directors’
Opinion(s)
Company’s
Handling of
Independent
Directors’
Opinion(s)
December 31, 2023
Independent
Directors
with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
20th Term
5th Meeting
December
13, 2023
Resolution:
Proposal:
Resolution:
RMB 190,000,000 to XiAn Walsin Metal
Product Co., Ltd.
The proposal was passed.
Walsin Singapore Pte. Ltd., a subsidiary
of the Company, proposes to extend a
non-revolving credit facility of USD
75,000,000 to its Indonesian subsidiary,
PT. Sunny Metal Industry.
Proposal passed.
Cogne Acciai Speciali S.p.A., an Italian
subsidiary of the Company, proposes to
provide
and
guarantee for its Swedish subsidiary,
Degerfors Long Products AB.
Proposal passed.
Cogne Acciai Speciali S.p.A., an Italian
subsidiary of the Company, proposes to
extend a non-revolving credit facility of
GBP 1,920,000 to its UK subsidiary,
Special Melted Products Limited.
Proposal passed.
endorsement
an
Dongguan Walsin Wire & Cable Co.,
Ltd., a subsidiary of the Company,
proposes to acquire a 60% equity
interest in Hangzhou Walsin Power
Cable Co., Ltd.
Proposal passed.
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, proposes to
extend a revolving credit facility of RMB
80,000,000 to Hangzhou Walsin Power
Cable Co., Ltd.
Proposal passed.
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
(2) In addition to the foregoing, there were other matters to be resolved by directors board meetings about
which an independent director expressed objections or reservations that had been included in records or
stated in writing: Not applicable
2. Director recusals due to conflicts of interests totaled 7 times.
Term/Meeting
Date
19th Term
22nd Meeting
January 10, 2023
19th Term
23th Meeting
February 24, 2023
20th Term
1st Meeting
May 19, 2023
No.
1
2
3
4
Name(s) of
Directors
Yu-Lon Chiao and
Patricia Chiao
Yu-Lon Chiao,
Yu-Cheng Chiao,
Yu-Heng Chiao,
Andrew Hsia, and
Ming-Ling Hsueh
Yu-Lon Chiao,
Ming-Ling Hsueh,
Hu, Fu-Hsiung,
Tyzz-Jiun Duh, and
Wei-Chuan Gau
Hu, Fu-Hsiung
Proposal
Advice on Chairman’s and
Vice Chairman’s 2022
performance bonus
Proposal to lift the non-
compete ban for the
Company’s Directors under
Article 209 of the Company
Act
Proposal for the appointment
of members to the
Nomination Committee of
the Company of the second
term.
Request for the Board of
Directors to recommend a
Reason for
Recusal
Personally
interested
December 31, 2023
Participated in Vote
or Not
Recused as
provided by law
Personally
interested
Recused as
provided by law
Personally
interested
Recused as
provided by law
Personally
interested
Recused as
provided by law
35
Corporate Governance Report
No.
Term/Meeting
Date
Name(s) of
Directors
Proposal
Reason for
Recusal
Participated in Vote
or Not
Convener for the Audit
Committee of the third term.
Proposal for the appointment
of members and the
recommendation of a
Convener for the
Compensation Committee of
the Company of the fifth
term.
Proposal for the
recommendation of a
Convener for the
Sustainability Development
Committee of the Company
of the third term.
Proposal to participate in the
subscription for new shares
issued through a cash capital
increase in 2023 by Winbond
Electronics Corporation.
Ming-Ling Hsueh,
Hu, Fu-Hsiung,
Tyzz-Jiun Duh, and
Wei-Chuan Gau
Yu-Lon Chiao,
Patricia Chiao,
Ming-Ling Hsueh,
Hu, Fu-Hsiung,
Tyzz-Jiun Duh, and
Wei-Chuan Gau
Yu-Lon Chiao,
Patricia Chiao, Yu-
Cheng Chiao, Yu-
Heng Chiao, and
Yu-Chi Chiao
Personally
interested
Recused as
provided by law
Personally
interested
Recused as
provided by law
Personally
interested
Recused as
provided by law
5
6
7
20th Term
4th Meeting
November 3, 2023
Note after Period-End: Ms. Patricia Chiao, Vice Chairman, resigned from her post on March 11, 2024.
3. Frequency, period, scope, method, and items of self-evaluation of the Board of Directors:
Scope
Frequency
Method
Period
Item
Once every year
2023/01/01
~
2023/12/31
Board of Directors
Internal self-
evaluation of
the Board of
Directors
Once every year
2023/01/01
~
2023/12/31
Functional Committees
(including Compensation
Committee, Audit
Committee, Sustainable
Development
Committee, and
Nomination Committee)
Internal self-
evaluation of
the functional
committees
Once every year
2023/01/01
~
2023/12/31
Each director
Self or peer
performance
evaluation of
board
members
Once every 3
years
2020/10/01
~
2021/09/30
Board of Directors and
each functional
committee
Evaluation by
an external
organization
1. Involvement in the operation of
the Company.
2. Improve the quality of Board
decisions.
3. Composition and structure of the
board of directors.
4. Selection and Continuing
Education of Directors.
5. Internal control.
1. Involvement in the operation of
the Company.
2. Awareness of responsibilities of
the functional committees.
3. Improve the quality of decision
making in the functional
committees.
4. Composition and selection of
functional committee members.
5. Internal control.
1. Understanding of the company's
objectives and tasks.
2. Awareness of directors'
responsibilities.
3. Involvement in the operation of
the Company.
4. Internal relationship management
and communication.
5. Professional and continuing
education of directors.
6. Internal control.
Eight aspect of evaluation of the
Board of Directors: composition,
guidance, authorization, supervision,
communication, internal control and
risk management, self-regulation,
among others.
36
4. Evaluation of achievement of enhancing the Board’s performance (e.g. establishing an Audit Committee and
increasing information transparency):
(1) Formulation of regulations related to the corporate governance: In addition to explicitly stating the powers
and duties of the Board of Directors in the company's articles of incorporation, the Company also follows
rules and regulations including the "Board of Directors Procedural Regulations", "Guidelines for the Ethical
Conduct of Directors and Managerial Officers", "Procedures for the Processing of Critical Internal
Information", "Corporate Governance Principles and Practice", "Corporate Management Integrity Principles",
"Behavioral Guidelines and Operation Procedures for Honest Practices", "Guidelines for the Ethical Conduct
of Employees", "Rules for Suggestions and Complaints from Related Parties", and "Practical Guidelines for
Corporate Social Responsibility" in order to strengthen operations of the Board of Directors as well as
corporate governance.
(2) Evaluation of the Performance of the Board of Directors: To implement corporate governance and enhance
the Company's board functions, and to set forth performance objectives to improve the operation efficiency
of the board of directors, the Rules of Performance Evaluation of the Board of Directors (these "Rules") were
established pursuant to the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies
and shall apply to the Board of Directors, functional committee and individual directors. These Rules were
established on October 28, 2015, and the most recent amendment to them was approved by the Board of
Directors on January 11, 2022. Each agenda working group shall provide a questionnaire for the board
members to complete in each December and provide the completed attachments and information related
to performance evaluation for the board members' reference.
The overall performance self-evaluation of our Board of Directors should cover at least the following five
major aspects:
A. Regarding external evaluations:
In 2018 and 2021, the Company appointed Taiwan Corporate Governance Association ("TCGA"), an
independent third party with which the Company has no business dealings, to evaluate the effectiveness
of its Board of Directors. The evaluation was conducted by means of questionnaires and on-site
interviews on eight major aspects of the board of directors, including composition, guidance,
authorization, supervision, communication and self-regulation, as well as internal control and risk
management. Through the review by a professional organization and with the guidance of and
communications with the evaluation members, the Company obtained professional and objective
evaluation results and recommendations. The results of the evaluation serve as the reference for the
Board to continue to improve its functions by continually enhancing and optimizing the quality of its
meetings.
The measures in response to the recommendations of the external evaluation institution in 2021 are as
follows:
Recommendations of External Evaluation Institution
Set up a reporting channel that
Strengthen the
can
Independent
whistleblower
receive
complaints
mechanism
simultaneously, or engage an
external agency to serve as a
complaint acceptance window.
Directors
the
to
Continue
the
improve
internal control
system
A comprehensive review of the
internal
overall
Company's
control mechanism
shall be
conducted every five years.
Measures
The Independent Directors have
simultaneously received complaints from
the complaint mailbox set up by the audit
unit, to facilitate direct reporting by
complainants or whistle blowers, and to
enhance and ensure the effective operation
of the whistleblower mechanism.
The Company's Internal Control System has
specified that the design and
implementation of the internal control
system will be adjusted in a timely manner
in response to changes in the environment,
and that the system will be adopted
annually. Starting from 2023, it has been
added in the Directors' self-assessment
questionnaire that the Company will
annually review the effectiveness of the
design and implementation of the internal
control system and issue a statement on the
internal control system after the approval of
the Board of Directors.
37
Corporate Governance Report
the
of
Recommendations of External Evaluation Institution
The Company should obtain AQI
Improve
information from the certified
quality
in advance
public accountants
financial
when
for
them
reporting
evaluation purposes, so as to
audits
and
evaluate
commitment
to
enhance the quality of the audit.
ability
objectively
selecting
their
Measures
The Company evaluates the independence
and suitability of
the certified public
accountants on an annual basis. Starting from
2023, the Company has further referred to
the AQI disclosure framework released by
the FSC on August 19, 2021 as a reference for
the evaluation. The evaluation results are
reported to the Audit Committee and the
Board of Directors as the reference for future
appointment of CPAs.
The latest revision of Corporate Governance
Best Practice Principles of the Company was
2023,
approved
incorporating Audit Quality Indicators (AQI)
into
the
independence and competence of CPAs to be
engaged.
assessing
February
criteria
the
24,
for
on
B. Annual internal evaluation for 2023:
The 2023 Board of Directors' performance self-evaluation results go as follows:
(a) Board of Directors' overall average score 4.83 points (full score: 5 points)
(b) Board members' overall average score 4.85 points (full score: 5 points).
In December 2023, the Company conducted an internal annual board performance evaluation of the board
of directors, individual board members and functional committees in accordance with the evaluation
indicators and evaluation procedures specified in these Rules, and compiled and scored the data after the
questionnaires were collected, and made recommendations for improvement. This year, the Company has
made recommendations for improvement in the level of Directors' participation in the Company's
operations, as well as the follow-ups on the recommendations made by an external evaluation institution in
2021, both of which were consolidated and reported to the Nomination Committee on January 19, 2024 and
the Board of Directors' meeting on January 26, 2024, the details of which were disclosed on the Company's
website.
(3) Implementing the performance evaluation of the functional committees: In accordance with the
"Regulations for the Evaluation of the Performance of the Board of Directors (including Functional
Committees) and their Remunerations" formulated by the Compensation Committee based on the latest
version published by the Competent Authority, our functional committees' members in December every year
evaluate themselves by the assessment indicators to measure the corporate leadership strategic directions
and oversee the corporate operational performance in an effort to improve shareholders' long-term value.
(4) Actively participating in corporate governance: In recent years, the Company has actively participated in the
promotion of the corporate governance and the transparency in information disclosure. Walsin Lihwa was
listed as the top 5% outstanding companies by five consecutive times of Corporate Governance Evaluation
from 2017 to 2022. The Company also received four outstanding recognitions: Taiwan's Top 100 Sustainable
Model Business Award, Information Security Leadership Award, Platinum Sustainability Report Award
(Traditional Manufacturing Industry), and Bronze Prize for English Sustainability Report. The Company will
continue making efforts to maintain among the top with respect to the Corporate Governance Evaluation
Results. The Company not only will continue to strive to actively participate in the corporate governance
evaluation, but also has formed a project to improve corporate governance matters and enhance corporate
governance capabilities.
The Company is committed to enhancing the transparency of information. In addition to announcing
financial information in accordance with laws and regulations, the Company also holds regular investor
conferences four times a year. In 2023, the Company was granted a long-term credit rating of 'twA-' and a
short-term credit rating of 'twA-2' with a 'stable' outlook by Taiwan Ratings. In addition, it was our first time
to volunteer to fill in the DJSI and scored 57 points (ranked 7/188 in ELQ Electrical Components & Equipment
for the same industry). The Company's financial structure was certified by an external organization, and the
disclosure of information to stakeholders was also enhanced through the external release of credit ratings.
(5) Enhancing the board’s functions and decision-making quality: In order to bring into play the functions and
decision-making quality of the Board of Directors, our company regularly holds strategic meetings on a
quarterly basis to enable the directors to understand our financial and business conditions and the
formulation of major business strategies and the implementation of related plans. In addition, quarterly
operational meetings are also held to help directors understand the operational content through reporting
38
by operating units, so as to improve the performance of the Board of Directors. In the meantime, the
directors may provide their effective guidance out of their expertise and experience to the operating units
during such meetings.
(6) Heavy reliance on the independent directors’ functions: Authorizing independent directors to utilize their
own expertise and regularly participate in our company's investment assessment projects and matters
relevant to corporate governance. The Audit Committee was formally established by all independent
directors after the shareholders' meeting on May 26, 2017, and the Audit Committee of the third term was
formed by all independent directors on May 19, 2023; the Compensation Committee of the fifth term was
established on May 19, 2023, with all independent directors acting as its members. On May 19, 2023,
Chairman, Vice Chairman and all independent directors were appointed as members of the Sustainable
Development Committee of the third term of the Company. On May 19, 2023, Chairman and all Independent
Directors were appointed as the members of the Nomination Committee of the second term of the Company.
These four functional committees continue to assist the Board of Directors in its oversight responsibilities.
(7) Raising the transparency of corporate data: On the MOPS and our official website, we voluntarily disclose
the related law and regulations which we follow, the important resolutions adopted at Board meetings and
the relevant information to help shareholders understand our activities and to raise transparency in our
corporate information.
(II) Operation of the Audit Committee
1. The major matters reviewed by the Audit Committee include:
(1) Adoption of or amendment to the internal control system pursuant to Article 14-1 of the Securities and
Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) Adoption of or amendment to procedures for financial or operational actions of material significance, such
as acquisition or disposal of assets, derivatives trading, extension of loans to others, or endorsements or
guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
(4) Matters bearing on the personal interest of a director.
(5) Material asset or derivatives transactions.
(6) Material loans, endorsements, or provision of guarantees.
(7) The offering, issuance, or private placement of any equity-type securities.
(8) The engagement or dismissal of a CPA, or the compensation given thereto.
(9) The appointment or discharge of a financial, accounting, or internal auditing officer.
(10) Annual financial reports signed or sealed by the Chairman, manager and accounting officer.
(11) Any other material matter so required by the Company or the Competent Authority.
2. Audit Committee's Annual Work Summary:
(1) Agenda arrangement (for Audit Committee meetings and communication meetings)
(2) Handling matters related to the meeting of the Audit Committee in accordance with the law (meeting
notice, proceedings)
(3) Follow-ups and execution of improvements requested by the Audit Committee
(4) Providing company information required by independent directors to assist them in fully exercising their
powers
(5) Annual self-assessment of the Audit Committee
(6) Establishing and revising the organizational regulations and relevant operating procedures
(7) Announcement of relevant matters concerning the Audit Committee pursuant to law (organizational
regulations and operational status)
(8) Whether any employee, manager and director has entered into related-party transactions and possible
conflicts of interest in such transactions
(9) Suggestions and complaints from interested parties
(10) Management of exchange rate risks
(11) Information Security
(12) Work safety/environmental protection and legal compliance
39
Corporate Governance Report
3. The Audit Committee of the second term started on May 29, 2020 and ended on May 28, 2023. The meetings
were held 5 times in 2023, and the attendance of the independent directors in 2023 is as follows:
Title
Name
Convener Ming-Ling Hsueh
Member
Member
Member
King-Ling Du
Shiang-Chung Chen
Fu-Hsiung Hu
Personally
Attended
Attended by
Proxy
Attendance
rate (%)
Remarks
5
5
5
5
0
0
0
0
100% None
100% None
100% None
100% None
The Audit Committee of the third term started on May 19, 2023 and will be ending on May 18, 2026. The
meetings were held 5 times in 2023, and the attendance of the independent directors in 2023 is as follows:
Title
Name
Convener Ming-Ling Hsueh
Member
Member
Member
King-Ling Du
Shiang-Chung Chen
Fu-Hsiung Hu
Personally
Attended
Attended by
Proxy
Attendance
rate (%)
Remarks
5
5
5
5
0
0
0
0
100% None
100% None
100% None
100% None
4. Other matters that need to be recorded in meeting minutes:
(1) If any of the following circumstances occurs during the operation of the Audit Committee, the Board meeting
date, meeting number, the proposal contents, the resolution of the Audit Committee and our company's
handling of the Audit Committee's opinions shall be clearly described.
A. Items listed in Article 14-5 of the Securities and Exchange Act:
Audit Committee
Meeting Number
and Date
Board of
Directors
Meeting
Number and
Date
Proposals and Resolutions
2nd Term
25th Meeting
January 6, 2023
19th Term
22nd Meeting
January 10,
2023
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
investment
Approval for the Company’s 2023
annual business plan.
Proposal passed.
Proposal for an evaluation of the
independence and qualification of the
Company's CPAs and the quality of the
CPA firm's audit for each case, as well
as the annual compensation payable
to the CPA firm.
Proposal passed.
Yantai Walsin Stainless Steel Co., Ltd.
proposes to update its investment
plan and amount for its hot rolling
plant and cold finished bar plant due
to
in automated
its
equipment.
Proposal passed.
Proposal to amend the Company's
Derivatives Trading Procedures.
Proposal passed.
Proposal to amend the Company's
Procedures for Lending Funds to Other
Parties.
Proposal passed.
Proposal to approve the loan of funds
by Walsin International Investment
Co., Ltd. to the Company and those
between the subsidiaries in mainland
China, in a total amount of US$1 billion
and RMB1.48 billion respectively.
Proposal passed.
Independent
Directors'
Dissenting
Opinions,
Reservations or
Significant
Recommendatio
ns
None
None
None
None
None
None
December 31, 2023
Company’s Handling of
Audit Committee
Member’s Opinion
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
40
Audit Committee
Meeting Number
and Date
Board of
Directors
Meeting
Number and
Date
Proposals and Resolutions
2nd Term
26th Meeting
February 20,
2023
19th Term
23th Meeting
February 24,
2023
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
to
2022
profit
Company’s
the Articles of
The Company’s 2022 business reports
and financial statements.
Proposal passed.
The 2022
consolidated business
reports and consolidated financial
statements of affiliated enterprises.
Proposal passed.
The
distribution plan.
Proposal passed.
The Company’s 2022 internal control
system statement.
Proposal passed.
Amendments
Incorporation of the Company.
Proposal passed.
The Company and its subsidiary Walsin
Energy Cable System Co., Ltd. intend
to sign
joint venture agreement,
technology consultancy agreement
and technology
license agreement
with NKT Cables Group A/S’s wholly-
owned subsidiary NKT HV Cables AB.
Proposal passed.
Proposal to participate in the capital
injection into its subsidiary, Walsin
Energy Cable System Co., Ltd., in the
amount of NT$2,699 million.
Proposal passed.
PT. Sunny Metal Industry proposes to
upgrade its cold nickel production
lines at PT.
Indonesia Weda Bay
Industrial Park, with a proposed
investment amount of USD 93 million.
Proposal passed.
Yantai Walsin Stainless Steel Co., Ltd.
proposes to invest RMB178 million in
the purchase of housing for experts
and talents to meet operational needs.
Proposal passed.
Proposal to issue domestic straight
corporate bonds within the amount of
NT$10 billion.
Proposal passed.
Walsin Singapore Pte. proposes to
lend US$175,750,000 to PT. Sunny
Metal Industry under a non-revolving
line of credit.
Proposal passed.
Walsin Singapore Pte. proposes to
lend US$27,500,000 to PT Westrong
Metal Industry under a non-revolving
line of credit.
Proposal passed.
To enhance the efficiency of capital
utilization, it is proposed to carry out
capital
for Walsin
International Investments Limited and
Walsin Lihwa Holdings Limited.
Proposal passed.
reductions
Borrego Energy, LLC, a U.S. subsidiary
of the Company, proposes to sell the
business of its solar energy and its
Independent
Directors'
Dissenting
Opinions,
Reservations or
Significant
Recommendatio
ns
None
None
None
None
None
None
None
None
None
None
None
None
None
None
Company’s Handling of
Audit Committee
Member’s Opinion
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
41
Corporate Governance Report
Audit Committee
Meeting Number
and Date
Board of
Directors
Meeting
Number and
Date
Proposals and Resolutions
Company’s Handling of
Audit Committee
Member’s Opinion
Independent
Directors'
Dissenting
Opinions,
Reservations or
Significant
Recommendatio
ns
energy storage, procurement, and
trading platform departments.
Proposal passed.
Proposal to amend certain articles of
the Company's
control
system.
Proposal passed.
Proposal to lift the non-compete ban
for the Company’s Directors under
Article 209 of the Company Act.
internal
None
None
(GDRs) by
Proposal passed.
Ming-Ling Hsueh
Proposal for a capital injection through
an offering of global depositary
issuing new
receipts
common shares and/or a capital
injection by
issuing new common
shares.
Proposal passed.
Proposal to carry out a capital injection
into a wholly-owned subsidiary of the
Company, Walsin Singapore Pte. Ltd.,
for an amount of USD 45 million.
Proposal passed.
Walsin Singapore Pte. proposes to
lend USD 90 million to PT Westrong
Metal Industry under a non-revolving
line of credit.
Proposal passed.
Investments
Walsin
International
Limited proposes to
lend USD 75
million to PT. Sunny Metal Industry
under a non-revolving line of credit.
Proposal passed.
In order to develop its submarine cable
business, Walsin Energy Cable System
Co., Ltd., a subsidiary of the Company,
proposes to acquire the joint right of
use for the Kaohsiung Port A6-A land
from the Company.
After the Chairman consulted with the
members, all members resolved that
the revision to the proposal be
postponed
the next Audit
Committee meeting for discussion.
For the purpose of developing its
submarine cable business, Walsin
Energy Cable System Co., Ltd., a
subsidiary of the Company, proposes
an investment of NT$10.7 billion in the
establishment of a submarine cable
production plant and equipment.
Proposal passed.
In order to develop its submarine cable
business, Walsin Energy Cable System
Co., Ltd., a subsidiary of the Company,
proposes to acquire the joint right of
use for the Kaohsiung Port A6-A land
from the Company.
Proposal passed.
to
None
None
None
None
None
None
None
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Recusal:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
2nd Term
27th Meeting
March 24, 2023
19th Term
24th Meeting
March 24, 2023
2nd Term
28th Meeting
April 28, 2023
19th Term
25th Meeting
May 5, 2023
2nd Term
29th Meeting
May 5, 2023
19th Term
25th Meeting
May 5, 2023
42
All of the Directors
present approved the
proposal unanimously.
due
Except for Ming-Ling
Hsueh,
Independent
Director, who recused
himself
to
personal conflict of
interests, all of the
present
Directors
approved the proposal
unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
Audit Committee
Meeting Number
and Date
Board of
Directors
Meeting
Number and
Date
Proposals and Resolutions
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
3rd Term
1st Meeting
May 29, 2023
20th Term
2nd Meeting
May 29, 2023
3rd Term
2nd Meeting
August 4, 2023
20th Term
3rd Meeting
August 11, 2023
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
the
response
(GDRs) by
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., in which
the Company indirectly holds a 70%
equity, proposes to acquire 100%
equity of Special Melted Products
Limited (based in the UK) for the needs
of business development.
Proposal passed.
In
business
to
development capital requirements of
Cogne Acciai Speciali S.p.A. ("CAS"), in
which the Company indirectly holds a
70% equity, the Company proposes to
invest in CAS up to EUR 140 million
according to its shareholding ratio, and
under the shareholding structure, to
first inject capital into the subsidiary
Walsin Lihwa Europe S.a r.l., and then
through its subsidiary MEG S.A., to
inject capital into CAS in cash.
Proposal passed.
Proposal for a capital injection through
an offering of global depositary
receipts
issuing new
common shares.
Proposal passed.
PT. Sunny Metal Industry (Indonesia)
and Walsin Singapore Pte. Ltd.
(Singapore) propose to extend a non-
revolving loan facility totaling USD 75
million to PT. Walhsu Metal Industry
(Indonesia).
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to
extend a non-revolving loan facility
totaling USD 20.5 million to Innovation
West Mantewe Pte. Ltd. (Singapore).
Proposal passed.
Proposal for Cogne Acciai Speciali
S.p.A., an Italian subsidiary of the
Company, to provide an endorsement
and guarantee
its Swedish
subsidiary, Degerfors Long Products
AB.
Proposal passed.
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., proposes
to finance
its Swedish subsidiary,
Degerfors Long Products AB, with a
non-revolving credit facility of EUR 10
million.
Proposal passed.
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., proposes
to finance Special Melted Products
Limited (based in the United Kingdom)
with a non-revolving credit facility of
ERU 12 million.
Proposal passed.
Proposal to amend the Company's
internal control system.
Proposal passed.
In response to its capital expenditure
needs, Yantai Walsin Stainless Steel
Co., Ltd., a subsidiary of the Company
for
Independent
Directors'
Dissenting
Opinions,
Reservations or
Significant
Recommendatio
ns
None
Company’s Handling of
Audit Committee
Member’s Opinion
All of the Directors
present approved the
proposal unanimously.
None
All of the Directors
present approved the
proposal unanimously.
None
None
None
None
None
None
None
None
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
43
Corporate Governance Report
Audit Committee
Meeting Number
and Date
Board of
Directors
Meeting
Number and
Date
Proposals and Resolutions
Company’s Handling of
Audit Committee
Member’s Opinion
Independent
Directors'
Dissenting
Opinions,
Reservations or
Significant
Recommendatio
ns
in mainland China, proposes to apply
for a mid-term loan from financial
institutions, for which the Company
will provide an endorsement and
guarantee.
Proposal passed.
The Singapore subsidiary of
the
Company, Walsin Singapore Pte. Ltd.,
proposes to dispose of its entire shares
in PT. Westrong Metal
Industry
(Indonesia).
Proposal passed.
The Singapore subsidiary of
the
Company, Walsin Singapore Pte. Ltd.,
proposes
to acquire seventy-five
percent equity of Berg Holding Limited
(Hong Kong).
Proposal passed.
In response to the Company's increase
in equity of the Indonesian subsidiary
PT. Sunny Metal Industry ("Sunny"), it
is proposed to finance Sunny with a
loan of USD 70 million from Walsin
Singapore Pte. Ltd. ("WLS") and to
cancel the limits of loans totaling USD
61.09 million provided by WLS to PT.
Walhsu Metal Industry (Indonesia) and
PT. Westrong Metal
Industry
(Indonesia).
Proposal passed.
The Italian subsidiary of the Company,
Cogne Acciai Speciali S.p.A., proposes
to finance Special Melted Products
Limited (based in the United Kingdom)
with a non-revolving credit facility of
ERU 12 million.
Proposal passed.
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, proposes
to finance Hangzhou Walsin Power
Cable Co., Ltd. with a non-revolving
credit facility of RMB 80 million.
Proposal passed.
For the development of its submarine
cable business, Walsin Energy Cable
System Co., Ltd., a subsidiary of the
Company, obtained the joint use right
of the land at Kaohsiung Port A62 from
the Company on October 26, 2023,
due to the need for plant operation.
Please ratify the same.
Ratification passed.
To develop
its submarine cable
business, Walsin Energy Cable System
Co., Ltd., a subsidiary of the Company,
proposes that the Company enter into
a lease and port facility operation
agreement with Taiwan International
Ports Corporation, Ltd., Kaohsiung
Branch for the A6 Port and its rear
space at Kaohsiung Port.
Proposal passed.
Proposal to draft the Company's 2024
Audit Plan.
Proposal passed.
None
None
None
None
None
None
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
None
All of the Directors
present approved the
proposal unanimously.
None
All of the Directors
present approved the
proposal unanimously.
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
3rd Term
3rd Meeting
August 11, 2023
20th Term
3rd Meeting
August 11, 2023
Resolution:
Proposal:
Resolution:
Proposal:
3rd Term
4th Meeting
October 27, 2023
20th Term
4th Meeting
November 3,
2023
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
44
Audit Committee
Meeting Number
and Date
Board of
Directors
Meeting
Number and
Date
Proposals and Resolutions
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
Resolution:
Proposal:
3rd Term
5th Meeting
December 13,
2023
20th Term
5th Meeting
December 13,
2023
Resolution:
Proposal:
Resolution:
in
Proposal to change the position of
Chief Accounting Officer and Manager.
Proposal passed.
Proposal
the
to participate
subscription for new shares issued
through a cash capital increase in 2023
by Winbond Electronics Corporation.
Proposal passed.
Proposal for Jiangyin Walsin Steel
Cable Co., Ltd., a subsidiary of the
Company, to sell its factories and
office premises to another subsidiary
of the Company, Jiangyin Walsin
Specialty Alloy Materials Co., Ltd., for a
transaction price of RMB 62,190,000.
Proposal passed.
Proposal to extend a non-revolving
credit facility totaling US$50,000,000
to a U.S. subsidiary of the Company,
Borrego Energy Holdings, LLC, and its
subsidiary, Borrego Energy, LLC.
Proposal passed.
Walsin Info-Electric Corp., a subsidiary
of the Company, proposes to extend a
non-revolving
of
facility
credit
NT$100,000,000 to the Company.
The proposal was passed.
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, proposes
to extend a non-revolving credit
facility of RMB 190,000,000 to XiAn
Walsin Metal Product Co., Ltd.
The proposal was passed.
Walsin
a
Singapore Pte.
subsidiary of the Company, proposes
to extend a non-revolving credit
facility of USD 75,000,000 to
its
Indonesian subsidiary, PT. Sunny
Metal Industry.
Proposal passed.
Cogne Acciai Speciali S.p.A., an Italian
subsidiary of the Company, proposes
to provide an endorsement and
guarantee for its Swedish subsidiary,
Degerfors Long Products AB.
Proposal passed.
Cogne Acciai Speciali S.p.A., an Italian
subsidiary of the Company, proposes
to extend a non-revolving credit
facility of GBP 1,920,000 to its UK
subsidiary, Special Melted Products
Limited.
Proposal passed.
Dongguan Walsin Wire & Cable Co.,
Ltd., a subsidiary of the Company,
proposes to acquire a 60% equity
interest in Hangzhou Walsin Power
Cable Co., Ltd.
Proposal passed.
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, proposes
to extend a revolving credit facility of
RMB 80,000,000 to Hangzhou Walsin
Power Cable Co., Ltd.
Proposal passed.
Ltd.,
Independent
Directors'
Dissenting
Opinions,
Reservations or
Significant
Recommendatio
ns
None
None
None
None
None
None
None
None
None
None
None
Company’s Handling of
Audit Committee
Member’s Opinion
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
All of the Directors
present approved the
proposal unanimously.
45
Corporate Governance Report
B. Except for the foregoing items, the items that were not approved by the Audit Committee but were resolved
by more than two-thirds of all directors: No such situation.
(2) Independent directors recusing themselves from conflicts of interest:
Item
Term
Date
Name of
Director
Content of Proposal
1
2nd Term
26th Meeting
February 20, 2023
Ming-Ling
Hsueh
Proposal to lift the non-
competition ban for the
Company’s
Directors
under Article 209 of the
Company Act.
December 31, 2023
Reason for Recusal
Due to Conflict of
Interests
Participation in
Voting
Personal conflict
of interests
Recusal from voting
required by law
(3) Communication between independent directors, the chief internal auditor and CPAs:
A. Communication policy between independent directors, chief internal auditor and CPAs:
(A) The CPAs are invited to attend Audit Committee meetings at least twice a year and to report to the Audit
Committee on the review or audit results of our Company’s and its affiliates’ financial statements and
the internal control audit status. The CPA shall fully communicate any material adjustments to entries
or any amendments to laws and regulations.
(B) If necessary, a communication meeting may be called at any time with the CPAs.
(C) The chief internal auditor shall meet with the independent directors regularly in Audit Committee
meetings at least once a quarter to report on the internal audit implementation of our Company and
the internal control operations. In case of major irregularities, the meeting may be called at any time.
(D) The convener of the Audit Committee shall discuss the internal audit operation with the chief internal
auditor every quarter non-periodically aside from the above regular meetings.
B. Summary of communications between independent directors and CPAs for 2023:
Independent directors have good communication with CPAs individually.
Directors’
Recommendation
None.
None.
None.
Date
Communication Highlights
2023/2/20
Audit
Committee
Meeting
2023/8/4
Audit
Committee
Meeting
The CPAs have provided a
description of the key
audits of the stand-alone
and consolidated financial
statements for the year
2022 and the results of the
audit.
The CPAs provide an
explanation of the audit
results of the consolidated
financial statements for the
second quarter of 2023.
2023/12/22
Individual
Communication
Meeting
The CPAs explained the
scope, method and
discovery of the annual
audit for 2023 and
discussed with the Audit
Committee members on
the key audit matters.
Execution Result
The stand-alone and consolidated
financial statements for the year 2022
were approved by the Audit
Committee and submitted for
discussion at the 23th meeting of the
Board of Directors of 19th term on
February 24, 2023.
The consolidated financial statements
for the second quarter of 2023 were
approved by the Audit Committee and
reported to the 3th Meeting of the
Board of Directors of 20th term on
August 11, 2023.
1. Key audit matters for the 2023
financial statements were
confirmed.
2. The engagement and assessment
of the CPAs was submitted to the
6th meeting of the Audit
Committee of third term on
January 19, 2024 for discussion.
46
C. Summary of communications between independent directors and the chief internal auditor for 2023:
Date
2023/2/20
Audit
Committee
Meeting
Key Points of
Communications
Independent Directors’
Advice
Report on audit
implementation in the 4th
quarter of 2022.
None.
2023/4/28 Audit
Committee
Meeting
Report on audit
implementation in the 1st
quarter of 2023.
None.
2023/8/4 Audit
Committee
Meeting
Report on audit
implementation in the 2nd
quarter of 2023.
None.
2023/10/27
Audit
Committee
Meeting
1. Report on audit
1. None.
implementation in the
3rd quarter of 2023.
2. Discussion of 2024
annual audit plan.
2. None.
Follow-Ups and Results
The report on audit implementation
for the fourth quarter of 2022 has
been passed by the Audit
Committee and reported to the
Board of Directors.
The report on audit implementation
for the first quarter of 2023 has
been passed by the Audit
Committee and reported to the
Board of Directors.
The report on audit implementation
for the second quarter of 2023 has
been passed by the Audit
Committee and reported to the
Board of Directors.
1. Report on audit implementation
in the 3rd quarter of 2023 has
been passed by the Audit
Committee and reported to 2.
the Board of Directors.
2. 2024 annual audit plan has been
passed by the Audit Committee
and submitted to the Board of
Directors for discussion.
2023/12/22
Individual
Communication
Meeting
Between
Independent
Directors and
Chief Internal
Auditor
1. Major work results in
2023.
2. Work objectives and key
1. None.
2. None.
1. None.
2. None.
points for 2024.
3. Report on the
implementation of the
computer audit project
3. Continue to execute the project
according to the planned
schedule and deepen the
implementation of computer
audit tools. auditors with
computer skills..
3. It merits praise that
the implementation
of this project
showed a great
progress compared
with the previous
year. The use of
computerized audit
tools shall be
strengthened in the
future in order to
enhance the audit
value.
47
Corporate Governance Report
(3) Differences between our corporate governance and the Corporate Governance Best-Practice Principles
for TWSE- and TPEx-listed Companies and reason(s):
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- TPEx-
listed Companies
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
1. Has the company set and
Yes
disclosed the principles for
practicing corporate
governance according to the
Corporate Governance Best-
Practice Principles for TWSE-
TPEx-listed Companies?
2. The Company's ownership
structure and shareholders’
equity
(1) Has the company
Yes
implemented a set of
internal procedures to
handle shareholders'
suggestions, queries,
disputes and litigations?
(2) Has the company had a
Yes
list of major
shareholders who
actually control the
company or a list of
ultimate controller of
such shareholders?
The Company has formulated the Corporate Governance
Principles and Practice according to the "Corporate
Governance Best-Practice Principles for TWSE- TPEx-listed
Companies", which were amended as approved by the
Board of Directors in 2022 and were disclosed on the
Company's website.
https://www.walsin.com/wp-
content/uploads/2023/03/rule13_20230224TC.pdf
(1) Our Shareholders Service & Contact Office is in charge
of handling various shareholder recommendations,
queries and disputes. The Company also provides
related contact details on the Company's website and
in the annual report and has set up a stakeholder
mailbox to collect stakeholders' questions and
suggestions.
(2) The Company periodically discloses the list of ultimate
controllers of its principal shareholders pursuant to the
laws and regulations.
(3) Has the company
Yes
(3) 1. The Company has drafted rules governing the
established and
implemented risk
control/management
and firewall mechanisms
between the company
and its affiliated firms?
supervision of its subsidiaries, which have been
approved by the Board.
2. All of the Company's affiliates are subsidiaries; the
Company directly or indirectly retains at least 50% of
their shares. Business dealings with affiliates are
treated as transactions with third parties.
3. The Company has drawn up rigorous rules governing
the lending, the endorsement/ guarantees as well as
the management of disposal/acquisition of assets
and derivatives transactions to/for/with its affiliates.
(4) Has the company set
Yes
(4)
internal regulations that
prohibit the company's
personnel from taking
advantage of
information that has not
been disclosed to the
public to purchase or sell
securities?
In order to establish an effective handling and
disclosure mechanism for major internal information
processing operations, so that unauthorized
information leakage can be avoided, consistency and
accuracy of information disclosed by the Company to
the public can be maintained and insider trading can
be prevented, the Company has established the
"Procedures for Major Internal Information Processing
Operations." Such procedures were last revised on
November 4, 2022 and renamed as "Procedures for
Handling Internal Material Information and Prevention
of Insider Trading" to strengthen the corporate culture
of prevention of insider trading and the control
measures against insider stock trading.
The Company's Directors' and Managerial Officers'
Code of Ethical Conduct was amended on August 4,
2020. Such code contains regulations pertaining to the
prohibition of insider trading pursuant to the
Company's internal regulations and the Securities and
48
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
3. The composition and duties
of the Board
(1) Has the Board of
Yes
(1)
Directors devised a
policy and concrete
management objectives
for a more diverse
composition of the
Board? If so, has the plan
been implemented?
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
Exchange Act. Relevant regulations are uploaded as an
electronic copy to the Company's electronic bulletin
board of its internal regulations for the perusal by
relevant personnel.
The Company periodically conducts internal training on
ethical management (anti-corruption) and prevention
of insider trading (among others) and educates its
directors and employees on relevant policies and the
importance of delivering integrity and compliance. In
addition, some educational and awareness-raising
articles on compliance with the regulations prohibiting
insider trading have been published on the Company's
internal education and training platform "Walsin Liwha
College", so that all managers may read and
understand information related to ethical
management. The details thereof have been disclosed
on the Company's website (in the Risk Management_
Prevention of Insider Trading Section):
https://www.walsin.com/investors/corporate-
governance/#pills-information-security
In accordance with Article 20 of the Company's
Corporate Governance Best Practice Principles and the
"Principles of Election of Board Members and
Managers and Guidelines for Continuing Education and
Succession Planning" established by the Company, the
Board of Directors will implement the objectives of
diversity and independence in terms of expertise,
experience and gender required for Board members,
and will continue to invite appropriate candidates to
join the Board of Directors in accordance with the
above objectives in order to strengthen the balance of
the Board of Directors in response to the Company's
development strategies and changes in the internal
and external environment. In order to achieve the
desired objectives of corporate governance, the Board
of Directors of the Company is composed of members
from the management team, managers of relevant
industries and professionals with financial, business
and accounting backgrounds, who effectively perform
the duties of Board members with different fields and
work backgrounds. These duties include establishing
and maintaining the Company's vision and values,
assisting in promoting corporate governance and
strengthening management, overseeing and evaluating
the implementation of management policies and
operational plans, and being responsible for the
Company's overall economic, social, and environmental
operations to enhance corporate governance and
corporate value from the perspective of stakeholders.
The Company focuses on its board diversity and
therefore has a total of 11 directors on the Board of
Directors of the 20th term, including one female
Director. The Company also values corporate
governance and thus has four Independent Directors
(one in excess of the number required by its articles of
incorporation, which is three), accounting for 36% of
49
Corporate Governance Report
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
all directors of the Company. Independent Directors
were re-elected for fewer than 3 terms. Among the
Directors, 5 are aged 65 years and older, 5 are aged 55
to 64, and 1 are under 55 years old. There are 1, 4, and
6 director(s) in the age group of above 70, 65-69, and
60-64.
The Company has built its strength by being focused
on the wire and cable, stainless steel, commodity, and
commercial real estate fields and become a model of
business excellence moving towards the
manufacturing service industry. If we look at the list of
the Board of Directors of the 20th term, Yu-Lon Chiao,
Chairman, has been working in the business field of
the Company for a long time and has a good
understanding of the operation and development of
the industry, with an open-minded leadership style
that encourages adoption of suggestions; Director Yu-
Cheng Chiao, Director Yu-Heng Chiao, and Director Yu-
Chi Chiao have joined the management team of the
Company and therefore are familiar with the
organization and business operation of the Company
and are good at operation management and
investment judgment; Andrew Hsia, Director, comes
from a diplomatic background with an international
perspective and therefore has a good grasp of the
conditions of the Southeast Asian market and can fully
assist the Company in making relevant investment
decisions; Director Li-Chin Ku is familiar with the
industry, manufacturing, and sale of passive
components and therefore has operational
management experience and expertise; and the
female Director, Patricia Chiao, specializes in
operational management, investment judgment and
human resources. The Company's Independent
Directors have industry knowledge and an
international market perspective: Independent
Director Ming-Ling Hsueh specializes in finance,
accounting and corporate governance; Independent
Director Fu-Hsiung Hu has expertise and experience in
business administration, finance and securities, and
credit information; Independent Director Tyzz-Jiun Duh
is familiar with the general situation of the industry
and commerce sector and the trends of economic
development; and Independent Director Wei-Chuan
Gau possesses professional capabilities in accounting,
auditing, and information technology.
The elite directors of the Company were selected from
the industry to participate in major investment
projects related to the Company's business, assist the
Company's financial, accounting and corporate
governance businesses according to their expertise,
and assist the Company in making favorable decisions
through their diverse experience, which gives rise to
extensive and professional advice.
Diversification of the Board of Directors' members has
been implemented as shown in Note 2.
Board of Directors of Diversification Policy were
50
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes
(2)
(2) In addition to
establishing a
Compensation
Committee and an Audit
Committee, which are
required by law, is the
company willing to also
voluntarily establish
other types of functional
committees?
disclosed on the Company's
website:(https://www.walsin.com/investors/corporate
-governance/#pills-board-of-directors)。
In addition to the committee established according to
the laws, the Company further set up the Sustainable
Development Committee and the Nomination
Committee.
1. On November 1, 2019, the 17th meeting of the
Board of Directors of the 18th term resolved to
establish the Sustainable Development Committee.
On May 19, 2023, the Board of Directors appointed
six members to the Sustainable Development
Committee of the third term, in which Independent
Director Tyzz-Jiun Duh acts as the Convener, and
under which ethical management, environmental
safety and health management, green operations,
customer service and suppliers management and
promotion and employee relations and social care
promotion centers were established. The Sustainable
Development Committee reviews the annual plans
of each promotion center, monitors and tracks the
implementation results of each promotion center,
and revises its charter.
2. The Nomination Committee was established on
August 6, 2021, with Independent Director Fu-Hsiung
Hu as the Convener. On May 19, 2023, the Board of
Directors appointed five members to the Nomination
Committee of the second term, with Wei-Chuan
Gau, Independent Director, serving as the Convener.
The duties of the Nomination Committee include
setting standards for the diversity of expertise,
experience, gender and independence required of
Board members, and identifying, reviewing and
nominating candidates for election as directors.
(3) Has the company
Yes
established methods for
appraising the
performance of the
Board of Directors as
well as actual procedures
for executing the
appraisals? If so, has the
company executed
appraisals of the
performance of the
Board annually? Are the
results of the
performance evaluations
reported to the Board of
Directors and used as a
reference for individual
directors' remuneration
and nomination for
reappointment?
(3) In order to improve our corporate governance, the
Company's Regulations for the Board of Directors'
Performance Appraisal stipulates that the Board of
Directors of the Company shall conduct a performance
evaluation at least once a year using questionnaires
for self-evaluation, that the evaluation of the Board of
Directors shall be evaluated at least once every three
years by an external professional and independent
organization or a team of external experts and
scholars, and that the performance evaluation of the
current year shall be conducted at the end of the year,
so as to measure the directors' strategic direction in
leading the Company and to oversee the operation of
the Company's management in order to provide board
performance and increase long-term shareholder
value.
The Company engaged the Taiwan Corporate
Governance Association in September 2021 for the
second time to evaluate the effectiveness of the
Company's Board of Directors, and the Company
obtained professional, objective evaluation results and
suggestions through the guidance of, and idea
exchanges with, the evaluation members. Such results
and suggestions were used as a reference in the
51
Corporate Governance Report
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
compensation of individual directors and nominations
for reappointment.
The Company conducted its own internal evaluation
for 2023 in December 2023 and reported to the Board
of Directors on January 26, 2024. The result has been
published on the Company's website, and the results
of these evaluations will be used as a reference in
individual directors' compensation and nominations
for reappointment, for the purpose of continuous
refinement and optimization of the functions of the
Board of Directors.( Note 3)
(4) Has the company
Yes
(4) Before we appoint a new CPA annually, its
periodically evaluated
the level of
independence of the
CPA?
independence and competency shall be examined by
the Audit Committee and Board of Directors for
approval by resolution. In addition, we request the
CPA to provide an "Impartiality and Independence
Statement" and "Audit Quality Indicators (AQIs)"each
year. We have to confirm that except for the expenses
paid to the CPA for certifying our financial statements
and for handling certain financial, tax affairs, we have
no other business dealings with the CPA and that their
family members have not violated the independence
requirements. In addition, by referencing the AQI
information, we confirmed that both the CPAs and the
CPA firm have audit experience and training hours that
are superior to the industry average before
proceeding with the appointment of the CPAs and the
review of their fees. The evaluation results for the
most recent fiscal year were discussed and approved
by the Audit Committee on January 19, 2024, and
were subsequently reported and resolved by the
Board of Directors on January 26, 2024. For the
assessment of the CPAs' independence and suitability,
please refer to Note 4.
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
4. Has the TWSE- or TPEx-listed
Yes
1. The Company appointed a Head of Corporate
company designated a
proper number of competent
staff in charge of the
corporate governance-
related affairs (including but
not limited to providing
information for the Directors
and Supervisors to execute
their duties, assisting the
Directors and Supervisors
with legal compliance,
handling the affairs related
to the Board meetings and
the Shareholders Meeting as
prescribed by law,
preparing the minutes of the
Board meetings and the
Shareholders Meeting, etc.)?
Governance as resolved by the Board of Directors on
June 12, 2019. The key responsibilities of the Head of
Corporate Governance include the meeting affairs in
connection with board meetings, preparation of such
meetings' minutes, assistance for Directors with the
onboarding and continuing education, provision of
information required for the business execution by
Directors, assistance for Directors with legal compliance
and other matters set out in the Articles of Incorporation
of the Company or contracts.
2. Vice President of the Company, Hueiping Lo, is currently
the Head of Corporate Governance. She has more than
three years of experience as a financial officer of a public
company and meets the statutory qualifications as the
head of corporate governance.
3. On June 12, 2019, the Company's Board of Directors also
resolved to approve the "Standard Operating Procedures
for Handling Directors' Requests" (which was lastly
updated on April 9, 2021) pursuant to the rules, through
the establishment of which the Directors have
52
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
appropriate operating procedures for handling
information necessary for the performance of their
business.
4. The business execution for the year 2023 are explained
as follows:
i. To manage the meetings of the Board of Directors
and related committees, and to strengthen the
procedures of meetings and recusal of interests.
ii. To provide the directors with the information
necessary for the execution of their business within
the statutory period, to remind the directors of the
relevant laws and regulations that they should comply
with in the execution of their business or after the
resolution of the board of directors, and to follow up
on the situation and progress of the
recommendations or opinions of the directors after
the meeting.
iii. To revise and amend the important regulations of the
Company by adapting to the latest laws and
regulations related to the Company's business field
and corporate governance.
iv. Based on the characteristics of the industry where
the Company is operating, to handle matters related
to directors' further education and regularly forward
information on relevant external further education
programs to assist directors in implementing the
diversified education mechanism.
v. To provide directors with the necessary corporate
information, maintain smooth communication
between directors and business executives, and assist
in arranging communication meetings between
independent directors and the chief audit executive
and accountants to facilitate the execution of
business by independent directors.
vi. To conduct performance evaluations of the Board of
Directors and functional committees.
vii. To evaluate the purchase of appropriate directors and
officers (D&O) liability insurance.
viii. To regularly present to the Board of Directors the
international trends in corporate governance and the
latest developments in corporate governance laws
and regulations.
ix. To conduct orientation sessions for new directors,
introducing them to the industry, operational status,
job responsibilities, and other important matters
through interviews with the heads of various
departments within the Company.
The Company has been maintaining open communication
channels with interested parties that include customers,
shareholders, banks it has business dealings with,
employees, suppliers, communities, competent authorities,
or persons so connected with the Company.
Communication channels can be found on the Company's
internal and external websites as well as in its annual
reports, to facilitate understanding of the Company's CSR
issues that interested parties are concerned about, so that
appropriate responses can be made.
The Company has amended in 2020 the "Procedures for
Interested Parties to Submit Complaints and
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
53
Yes
5. Has the company established
channels for communicating
with interested parties
(including but not limited to
shareholders, employees,
customers, suppliers, etc.),
set up a dedicated interested
parties area on the
company's website, as well
as appropriately responded
to important CSR issues that
Corporate Governance Report
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
interested parties are
concerned about?
6. Has the company appointed
a professional shareholders
service agency to handle
affairs related to the
Shareholders Meeting?
Recommendations", through which interested parties can
communicate with the Company’s supervisory unit directly,
propose constructive advice and file complaints.
The Company has a contact channel on its website
designated to stakeholders; a mailbox also exists on the
employee portal site, thus providing internal and external
personnel with a means to make suggestions and file
complaints to the Company. Information received shall be
handled by the Auditing Office.
The Company regularly reports to the Board of Directors on
its communications with various interested parties on an
annual basis starting from 2019. The communications in
2023 have been reported to the Board of Directors at the
board meeting on May 5, 2023. Details of both
communications were disclosed on the Company's website:
https://www.walsin.com/wp-
content/uploads/2023/09/Communication_with_Stakehold
ers_TC2023v2.pdf
No The Company has handled such affairs by itself since March
1993.
7. Information disclosure
(1) Has the company
established a corporate
website to disclose
information regarding the
company's financial,
business and corporate
governance statuses?
(2) Has the company adopted
other ways to disclose
information (e.g.,
maintaining an English-
language website,
appointing responsible
people to handle
corporate information
collection and disclosure,
appointing
spokespersons,
webcasting investor’s
conferences, etc.)?
Yes
(1) Please visit Walsin Lihwa Corporation's Chinese/English
website: https: //www.walsin.com
Yes
(2) The Company has a dedicated department for
collecting its information and periodically updating its
website. The Company has implemented one-
spokesperson policy. It has also established the
"Procedures for Handling Internal Material Information
and Prevention of Insider Trading " that requires
management as well as employees to properly keep
financial as well as business secrets. We also require
that personnel follow the "Corporate Governance
Principles and Practices". Any change of our
spokesperson or deputy spokespersons shall
immediately be made public.
54
Such matters are
handled by the
Company’s
shareholder
service. Matters
related to
shareholders’
meetings are
conducted in
accordance with
the Company’s
Articles of
Incorporation and
laws and
regulations, so that
shareholders’
meetings are
convened in a legal,
valid and safe
fashion.
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
Actual Governance (Note 1)
Appraisal Items
Yes No
Summary Description
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
The Company's website regularly discloses major
announcements, transactions with key stakeholders
and investors conferences at:
https://www.walsin.com/investors/shareholder/#pills-
important-announcement
(3) Does the Company
Yes
(3) 1.
announce and report its
annual financial report
within two months after
the end of the fiscal year,
and announce and report
its first, second and third
quarter financial report
and operations for each
month well in advance of
the required deadline?
In order for investors to obtain adequate and
accurate financial information in a timely manner,
the Company's annual financial report is
submitted to the Audit Committee and the Board
of Directors for approval within two months after
the end of the year, and the financial report is
announced on the Market Observation Post
System on the date of approval by the Board of
Directors; the financial report for the first, second
and third quarter is submitted to the Audit
Committee and the Board of Directors for
approval one week before the statutory
announcement deadline, and the financial report
is announced on the Market Observation Post
System on the date of report to the Board of
Directors.
8. Has the company had other
information that is helpful
for understanding the status
of corporate governance
(including but not limited to
employee rights and
interests, investor relations,
supplier relations, rights of
interested parties, further
education sought by
Directors and Supervisors,
implementation of risk
management policies and
risk evaluation standards,
implementation of customer
policies, the taking out of
liability insurance for
Directors and Supervisors)?
2. The Company's operations for each month are also
fully disclosed on the Company's website and the
Market Observation Post System before the
statutory deadline.
Yes
1. Please refer to "(5) Our Fulfillment of Sustainable
Development and differences between Our Fulfillment of
Sustainable Development and the Development Best
Practice Principles for TWSE/TPEx Listed Companies and
reason(s) therefor " and "(6) Performance of ethical
operations and differences from the Sustainable
Development Best Practice Principles for TWSE/TPEx
Listed Companies and the reasons therefor" under 4.
Corporate Governance Status in III. Corporate
Governance Report of this Annual Report for information
concerning employee rights and interests, employee
care, investor relations, supplier relations, rights of
interested parties, and the implementation of the
customer policies.
2. Please refer to "(8) Other important information helpful
for improving understanding of the governance of the
company" under 4. Corporate Governance Status in III.
Corporate Governance Report and "6. Risk Analysis and
Assessment for the Following Items as of the Latest Year
and up to the Date of Printing of the Annual Report"
under VII. Review of Financial Conditions, Financial
Performance, and Risk Management of this Annual
Report for the information regarding the implementation
of directors' and supervisors' continuing education, risk
management policies and risk measurement standards.
3. The Company's purchase of D&O liability insurance has
been disclosed to the Market Observation Post System.
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
9. With respect to the results of the annual Corporate Governance Evaluation most recently issued by the Corporate
Governance Center of Taiwan Stock Exchange, please describe the improvements and provide priority and measures to
enhance those matters that have not yet been improved.
1. With respect to the 2022 Corporate Governance Evaluation results, our improvements in 2023 are as follows:
We promoted ISO 27001 Information Security Management System (ISMS) and completed SGS third party validation
to implement our commitment to information security by way of PDCA.
Improvement Priorities and Measures: The revision of the "Risk Management Policy and Procedures" clearly
2.
55
Corporate Governance Report
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
specifies the objectives of risk management, management procedures, and control mechanisms. At the same time,
emerging risks are incorporated into the risk management system, focusing on global environmental changes and
development trends. A comprehensive consideration of the business development and future outlook of the
Company is undertaken, with emerging risks being identified regularly every year.
Summary Description
Yes No
Note 1: The Company shall provide explanations in the summary description box, regardless of whether actual governance is ticked "Yes"
or "No."
Note 2: Diversification of the Board of Directors' members has been implemented as follows.
Diversification items
Title
Name
Gender
m
a
n
a
g
e
m
e
n
t
i
A
d
m
n
i
s
t
r
a
t
i
v
e
M
a
k
i
n
g
i
L
e
a
d
e
r
s
h
p
a
n
d
D
e
c
i
s
i
o
n
-
I
n
d
u
s
t
r
y
k
n
o
w
e
d
g
e
l
l
a
w
i
F
n
a
n
c
e
/
a
c
c
o
u
n
t
i
n
g
a
n
d
I
n
d
u
s
t
r
i
a
l
t
e
c
h
n
o
o
g
y
l
M
a
r
k
e
t
i
n
g
P
r
o
c
u
r
e
m
e
n
t
C
o
m
m
e
r
c
e
a
n
d
T
r
a
d
e
I
n
t
e
r
n
a
t
i
o
n
a
l
I
n
f
o
r
m
a
t
i
o
n
t
e
c
h
n
o
o
g
y
l
e
n
v
i
r
o
n
m
e
n
t
a
l
p
r
o
t
e
c
t
i
o
n
l
R
e
n
e
w
a
b
e
e
n
e
r
g
y
a
n
d
R
i
s
k
M
a
n
a
g
e
m
e
n
t
V
V
V
V
V
V
V
V
V
V
V
M
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Fu-Hsiung Hu
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Ming-Ling Hsueh
M
F
M
M
M
M
M
Yu-Lon Chiao
Patricia Chiao
Yu-Cheng Chiao
Yu-Heng Chiao
Yu-Chi Chiao
Andrew Hsia
Li-Chin Ku
Chairman
Vice Chairman
Director
Director
Director
Director
Director
Independent
Director
Independent
Director
Independent
Director
Independent
Director
Note 3: No more than 1% of the earnings of the Company for a given year may be distributed to its directors and managers as their
remuneration for such year in accordance with Paragraph 1, Article 25 of the Company's Articles of Incorporation. In order to
regularly assess the remuneration of directors and managers, directors and managers are remunerated according to their degree
of participation in the Company's operations and personal performance, and in accordance with the Company's "Rules Governing
the Compensation of Directors and Functional Members" and "Rules Governing the Evaluation of Manager's Performance and
Management of Compensation". Such remuneration will be further calculated and reasonably paid in a proportion of such
earnings by taking into consideration the evaluation items specified therein, such as the directors' individual professional input
and performance, the manager's business strategy and medium- and long-term strategic plans, and how the policy plans and
performance indicators at all levels are carried out in accordance with the current year's operating objectives. In addition, the
director and manager remuneration system will be reviewed from time to time based on the actual operating status and relevant
laws and regulations.
Wei-Chuan Gau
Tyzz-Jiun Duh
M
M
M
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
56
Note 4: Items for assessment of the CPA's independence
Appraisal Items
1. The CPA and/or any of his/her family members has/have no direct or indirect significant
financial interest in the Company.
2. The CPA and/or any of his/her family members has/have no financing or guarantee relations
with the Company or its directors.
3. The CPA and/or any of his/her family members has/have no commercial relations with the
Company, or any of its directors or managers.
4. Currently or in the most recent two years, the CPA does/did not hold any posts in the Company,
such as the director, manager or any post which significantly influences the auditing work,
neither did company promise its CPA any foregoing post.
5. At the time of the audit, no family member of the CPA held any position as a director or manager
of the Company or that which had any direct and material influence on the audit.
6. During the audit period, no family member of the CPA held the posts in the Company, such as
the director, managers or any post which directly and significantly influences the audit work.
7. The CPA did not receive from the Company or its directors, managers, or major shareholders
any offer or gift, the value of which exceeds the usual social etiquette standards.
8. The CPA's audit
regarding
independence/conflicts of interests without any violation of the independence or any unsettled
conflict of interests.
the necessary procedures
implemented
team has
Results
Compliant with
Independence?
True
True
True
True
True
True
True
True
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Note: Family members: They mean the CPA's spouse (or cohabitant), minors or other dependents.
Audit period: It usually begins from the date on which the members of the audit team start auditing and ends on the date
when the audit report is issued. If the audit case is cyclical, the cycle period belongs to the audit period.
Items Evaluated under Audit Quality Indicators (AQIs)
Five major
facets
AQIs
Focus of measurement
Whether CPAs
meet the
suitability or
independence
requirement
Professionalism Audit Experience
Training hours
Attrition rate
Professional support
Quality control CPA workloads
Audit input
Engagement Quality
Control Review
Quality control support
capabilities
Independence Non-audit services
Familiarity with
customer
Supervision
External inspection
deficiencies and
sanctions
The competent authority
issues a letter
demanding
improvement
Innovative planning or
initiatives
Whether CPAs and senior auditors have sufficient audit
experience to carry out the audit work
Whether CPAs and senior auditors have received sufficient
education and training every year to continuously acquire
professional knowledge and skills
Whether the CPA firm maintains sufficient senior human
resources
Whether the CPA firm has sufficient professionals to support
the audit team.
Whether the workloads of CPA are too heavy
Whether audit team members have made inputs appropriately
at each stage of the audit
Engagement Quality Control Review (EQCR) is a review of
whether CPAs have devoted sufficient hours to the audit case
Whether the CPA firm has sufficient quality control manpower
to support the audit team
The impact of the proportion of annual fees for non-audit
services on the independence of the CPA firm and its affiliates
The impact of the cumulative number of years of audit of the
customer's annual financial reports on the independence of
the CPA firm
Whether the CPA firm carries out its quality control and audit
of the customer in accordance with relevant laws and
regulations
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Innovation
capabilities
Note 5: The further education received by Independent Directors and other Directors is disclosed in " (8) Other important
information helpful for improving understanding of the governance of the company" in this annual report.
The CPA firm commits to improving audit quality, including the
firm's innovation capability and planning
Yes
Post-Period Note: Ms. Patricia Chiao, Vice Chairman, resigned on March 11, 2024.
57
Corporate Governance Report
(4) Composition, duties and operation of the Compensation Committee and the Nomination Committee:
1. Compensation Committee
On September 27, 2011, the Company established the Compensation Committee and drew up the "Regulations
Governing the Organization of the Compensation Committee". The Compensation Committee of the fourth term
has four members and is comprised of four independent directors. The Committee is aimed at helping the Board
establish and periodically review the performance appraisal of Directors and managers and the remuneration
policy, system, standards and structure, as well as periodically review and determine the remunerations for
Directors and managers.
(1) Information of the members of the Compensation Committee
Title
Name
Criteria
Independent
Director
(Convener)
Independent
Director
Independent
Director
Independent
Director
Ming-Ling Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh
Wei-Chuan Gao
Qualifications and Experience
Independence
Number of Other Public Companies in
which the Member also Serves as an on
the Compensation Committee
Please refer to the "Disclosure of Professional Qualifications of
Directors and Independence of Independent Directors" form on
pages 16 to 18
3
1
3
1
(2) Information on Operation of the Compensation Committee
A. The Company's Compensation Committee operates in accordance with the Company's Compensation
Committee Charter and holds at least two regular meetings each year.
B. There are 4 members of the Compensation Committee of the Company.
C. Term of office of the members of the 4th term: It started on August 4, 2020 and ended on May 18, 2023.
Term of office of the members of the 5th term: It started on May 19, 2023 and will end on May 18, 2026.
The Compensation Committee met three times in 2023. The attendance records of the committee members
in 2023 are as follows:
Title
Convener
Member
Member
Member
Convener
Member
Member
Member
4th
Term
5th
Term
Name
King-Ling Du
Ming-Ling Hsueh
Shiang-Chung Chen
Fu-Hsiung Hu
Ming-Ling Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh
Wei-Chuan Gao
Attended in Person
2
2
2
2
1
1
1
1
Attended by Proxy
0
0
0
0
0
0
0
0
Attendance Rate (%)
100%
100%
100%
100%
100%
100%
100%
100%
D
.The matters for discussion and resolution by the Compensation Committee and the Company’s handling of
the opinions of the members of the Compensation Committee:
Compensation
Committee
Meeting Number
and Date
Board of Directors
Meeting Number
and Date
4th Term
9th Meeting
January 6, 2023
19th Term
22nd Meeting
January 10, 2023
Proposals and Resolutions
Proposal for 2022's managerial performanc
evaluation and bonus compensation
Proposal for performance bonuses for the
Chairman and Vice Chairman of the Company
for 2022
Setting of
objectives for 2023
the Company's managers'
Company’s Handling
of Compensation
Committee Member’s
Opinion
Compensation
Committee:
The relevant
proposals were
passed with the
consent of all
members present and
58
Compensation
Committee
Meeting Number
and Date
4th Term
10th Meeting
February 20,
2023
Board of Directors
Meeting Number
and Date
19th Term
23th Meeting
February 24, 2023
Proposals and Resolutions
Proposal for distribution of the Company's
directors' and managers' remuneration for
2022
5th Term
1st Meeting
May 29, 2023
20th Term
3rd Meeting
August 11, 2023
Nomination and election of the Convener of
the Compensation Committee of the fifth
term
Company’s Handling
of Compensation
Committee Member’s
Opinion
submitted to the
Board of Directors for
resolution.
Board of Directors:
All of the Directors
present approved the
proposals
unanimously.
(3) Other details that need to be recorded:
Decisions made by the Compensation Committee for which certain committee members were against or had
reservations that were recorded or expressed via written statements: None
(4) Scope of Duties of the Compensation Committee
A. The Compensation Committee shall exercise the care of a good administrator to faithfully perform the
following duties and present its recommendations to the Board of Directors for discussion.
(A) Periodically reviewing the Compensation Committee Charter and making recommendations for
amendments.
(B) Establishing and periodically reviewing the annual and performance goals for the directors and
managers of the Company and the policies, systems, standards, and structure for their compensation,
as well as disclosing the standards for evaluating their performance in the annual report.
(C) Periodically assessing the degree to which performance goals for the directors and managers of the
Company have been achieved, and setting the types and amounts of their individual compensation, as
well as disclosing the director and manager compensation in the annual report.
B. The Committee shall perform the duties under the preceding paragraph in accordance with the following
principles:
(A) Ensuring that the compensation arrangements of the Company comply with applicable laws and
regulations and are sufficient to recruit outstanding talents.
(B) Performance assessments and compensation levels of directors and managerial officers shall take into
account the general pay levels in the industry, as well as the reasonableness of the correlation between
the individual's performance and the Company's operational performance and future risk exposure.
(C) There shall be no incentive for the directors or managerial officers to pursue compensation by engaging
in activities that exceed the risk appetite of the Company.
(D) For directors and senior managerial officers, the percentage of remuneration to be distributed based
on their short-term performance and the time for payment of any variable compensation shall be
decided with regard to the characteristics of the industry and the nature of the Company's business.
(E) Reasonableness shall be taken into account when the contents and amounts of the compensation of
the directors, supervisors, and managerial officers are set. It is not advisable for decisions on the
compensation of the directors, supervisors, and managerial officers to run counter to financial
performance to a material extent. It is not advisable for said compensation to be higher than that in the
preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than
that in the preceding year, the reasonableness shall be explained in the annual report and reported at
a shareholders' meeting.
(F) No member of the Committee may participate in discussion and voting when the Committee is deciding
on that member's individual compensation.
59
Corporate Governance Report
(G) The Committee shall explain at the meeting the remuneration of any of its members that is to be
discussed at such meeting. Such members shall not join the discussion and vote if it may do harm to the
interests of the Company, and shall recuse themselves from the discussion and voting, and shall not
exercise their voting rights on behalf of other members.
"Compensation" as used in the preceding two paragraphs includes cash compensation, stock options, profit
sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and
other substantive incentive measures. Its scope shall be consistent with the compensation for directors and
managerial officers as set out in the Regulations Governing Information to be published in Annual Reports
of Public Companies.
If the decision-making and handling of any matter relating to the remuneration of directors and managerial
officers of a subsidiary is delegated to the subsidiary but requires ratification by the board of directors of
the Company, the Committee shall be asked to make recommendations before the matter is submitted to
the board of directors for deliberation.
2. Nomination Committee
(1) The Committee shall be composed of at least three directors elected by the Board of Directors, in which a majority
of the independent directors shall participate.
(2) The Committee, under the authority of the Board of Directors, shall faithfully perform the following duties and
responsibilities with the due care as a good administrator and shall submit its recommendations to the Board of
Directors for discussion:
A. To establish the criteria of diversity and independence in terms of professional knowledge, technology,
experience and gender required for board members and managers, and to identify, review and nominate
candidates for directors and managers accordingly.
B. To establish the organizational structure of each functional committee and to review the establishment and
amendment of the organizational rules and regulations of each functional committee.
C. To establish and regularly review the directors' continuing education program and succession plans for
directors and managers.
D. To review the establishment and amendment of the Company's corporate governance and board of directors'
operating rules and regulations.
E. Other matters to be dealt with by the Committee as resolved by the Board of Directors.
(3) Professional qualifications and experience of the members of the Nomination Committee and its operations:
There are 5 members in the Nomination Committee of the Company of this term.
The term of office of the members: May 19, 2023 to May 18, 2026. For the professional qualifications and
experience of the members of the current term, please refer to the table entitled "Disclosure of Professional
Qualifications of Directors and Independence of Independent Directors" on pages 13 to 15. The Nomination
Committee met five times in 2023, and the attendance of and the matters discussed by the members are as
follows:
Title
Name
Convener Wei-Chuan Gao
Member
Member
Member
Member
Member
Member
Yu-Lon Chiao
Ming-Ling Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh
King-Ling Du
Shiang-Chung Chen
Personally
Attended
2
5
5
5
2
3
3
Attended by
Proxy
0
0
0
0
0
0
0
Attendance
rate (%)
100%
100%
100%
100%
100%
100%
100%
Remark 1
Remark 1
Re-elected
Re-elected
Re-elected
Remark 1
Remark 2
Remark 2
Remark 1: Independent Director Tyzz-Jiun Duh, and Independent Director Wei-Chuan Gau were newly elected for
the 20th term.
60
Remark 2: Independent Directors whose terms expired and were discharged on May 19, 2023: Mr. King-Ling Du
and Mr. Shiang-Chung Chen
(4) Other matters that should be specified:
The results of the discussions and resolutions of the Nominating Committee and the Company's handling of the
opinions of the members in 2023:
Term of the
Nomination
Committee
Meeting Date
Term of the
Board of
Directors
Meeting Date
1st Term
6th Meeting
2023/01/06
19th Term
22nd
Meeting
2023/01/10
1st Term
7th Meeting
2023/02/20
19th
23rd Meeting
2023/02/24
1st Term
8th Meeting
2023/05/05
19th Term
24th Meeting
2023/05/05
2nd Term
1st Meeting
2023/05/19
20th Term
1st Meeting
2023/05/19
Content of the Proposals and Resolutions
Matters to be reported
Proposal: Please review the Company's 2022 annual
report on the self-evaluation of the
performance of the Board of Directors and
Functional Committees.
(All directors present were informed.)
Proposal: Proposal to amend some provisions of the
Company's Board of Directors Meeting
Regulations. Please review and approve the
same.
Resolution: The proposal was passed and sent to the
Board of Directors for resolution.
Company’s Handling
of Opinions of the
Nominating
Committee
All directors present
were informed.
All directors present
agreed to pass the
proposal.
Proposal: Proposal to elect the Directors of the
Company of the 20th term.
Resolution: The proposal was passed and sent to the
All directors present
agreed to pass the
proposal.
Board of Directors for resolution.
Proposal: Proposal to nominate the candidates for the
Directors of the Company of the 20th term.
Resolution: The proposal was passed and sent to the
Board of Directors for resolution.
Proposal: Proposal to amend the Company's Corporate
Governance Best Practice Principles.
Resolution: The proposal was passed and sent to the
Board of Directors for resolution.
All directors present
agreed to pass the
proposal.
All directors present
agreed to pass the
proposal.
Matters to be reported
Proposal: Please review the results of the Company's
All directors present
were informed.
2022 annual corporate governance evaluation
and the report on its 2023 annual
improvement plan.
(All directors present were informed.)
Proposal: Proposal to elect the Convener of the
Nomination Committee of the second term.
Resolution: Mr. Wei-Chuan Gao was elected as the
Convener of the Nomination Committee of
the second term.
All directors present
agreed to pass the
proposal.
Proposal: Proposal to recommend the Convener of the
Company’s Audit Committee of the third
term.
Resolution: It is recommended that Mr. Fu-Hsiung Hu
All directors present
agreed to pass the
proposal.
serve as the Convener of the Audit Committee
of the third term. This proposal was submitted
to the Board of Directors for resolution.
Proposal: Proposal to recommend the members and
Convener of the Compensation Committee of
the fifth term of the Company.
Resolution: It is proposed that Mr. Ming-Ling Hsueh, Mr.
Fu-Hsiung Hu, Mr. Tyzz-Jiun Duh and Mr. Wei-
Chuan Gao, Independent Directors, be
members of the Compensation Committee of
All directors present
agreed to pass the
proposal.
61
Corporate Governance Report
Term of the
Nomination
Committee
Meeting Date
Term of the
Board of
Directors
Meeting Date
Company’s Handling
of Opinions of the
Nominating
Committee
Content of the Proposals and Resolutions
the fifth term of the Company, and that Mr.
Ming-Ling Hsueh serve as the Convener of the
Compensation Committee of the fifth term.
This proposal was submitted to the Board of
Directors for resolution.
Proposal: Proposal to recommend the members and
Convener of the Sustainable Development
Committee of the third term of the Company.
Resolution: It is proposed that Mr. Yu-Lon Chiao, Director,
All directors present
agreed to pass the
proposal.
Ms. Patricia Chiao, Director, and Mr. Ming-
Ling Hsueh, Mr. Fu-Hsiung Hu, Mr. Tyzz-Jiun
Duh and Mr. Wei-Chuan Gao, Independent
Directors, be members of the Sustainable
Development Committee of the third term of
the Company, and that Mr. Tyzz-Jiun Duh
serves as the Convener of the Sustainable
Development Committee of the third term.
This proposal was submitted to the Board of
Directors for resolution.
2nd Term
2nd Meeting
2023/11/03
20th Term
4th Meeting
2023/11/03
Proposal: Proposal to revise the relevant schedules of
the Company's Regulations Governing Board
Performance Evaluation.
All directors present
agreed to pass the
proposal.
Resolution: The proposal was passed and sent to the
Board of Directors for resolution.
(5) Our fulfillment of sustainable development:
On November 1, 2019, during the 17th meeting of the Board of Directors of the 18th term, the Company
resolved to establish the Sustainable Development Committee and on the same day formulated the Sustainable
Development Committee Charter. The committee is composed of four to seven members, at least half of whom
must be Independent Directors, with one member being elected by their peers to serve as the Convener. The
current term of the committee has six members, and on June 1, 2023, a new position of Chief Sustainability
Officer was created to lead the operations of the Sustainability Office and various promotion centers. The details
regarding the management matters and organizational structure are as follows:
62
Duties of the Committees
Department
Sustainable
Development
Committee
Ethical Management
Promotion Center
Environment, Safety
and Health Promotion
Center
Green Operation
Promotion Center
Customer Service and
Supplier Management
Promotion Center
Employees Relations
and Social Care
Promotion Center
Sustainability Office
Responsibility and function
As the highest level of the sustainability organization within Walsin, it is a functional committee led
by an Independent Director serving as the Convener. This committee is responsible for formulating
policies, strategies, objectives, or management guidelines related to corporate sustainability. It also
reviews the annual plans of various promotion centers, supervises and tracks the execution
progress, outcomes, and related matters of these centers, and reports regularly to the Board of
Directors. At the same time, it focuses on major issues of concern to interested parties, oversees
communication plans, and approves the content of the sustainability report. In addition, in
accordance with the corporate risk management framework, it identifies risks and opportunities
related to sustainability and regularly monitor and control various significant risks.
It is responsible for formulating and promoting policies and systems related to ethical management,
integrating integrity and ethical values into the Company's business strategies, supervising and
reporting the execution results, and evaluating the effectiveness of the preventive measures
established to implement ethical management.
It is responsible for formulating our environmental protection (including green energy and
sustainable ecology and environment), safety, health, energy and carbon management policies and
action plans, collaborating with the Human Resources Department to implement measures to
protect mothers from illegal abuse, and overseeing and reporting on the implementation
performance. It carries out the interdepartmental integration and implementation promotion on
related issues above.
It is responsible for formulating the green operation strategy, promoting circular economy,
optimizing green manufacturing processes, exploring green produces and services with future
value, and overseeing and reporting on the implementation performance. It carries out the
interdepartmental integration and implementation promotion on related issues above.
It is responsible for formulating policies and implementation plans for the improvement of
customer service quality and supplier management, overseeing and reporting on the
implementation performance. It carries out the interdepartmental integration and implementation
promotion on related issues.
It is responsible for promoting and building a safe and healthy working environment for employees
to fully utilize their talents for reasonable compensation and benefits. It also promotes and deepen
the Company's influence in the field of public welfare by actively participating in four major aspects,
i.e., corporate citizens, caring for minorities, environmental protection and cultivation, and
strengthening community relationships, so as to pay back to society with concrete, continuous
action.
The committee is tasked with managing meeting affairs, formulating and compiling the structure
of the annual sustainability report, identifying sustainability issues that require attention, and
developing corresponding action plans. It also assists in the planning and execution of
sustainability development strategies, liaises, coordinates, and integrates operations related to
various promotion centers, and manages and tracks the performance of sustainability issues
across all aspects, while establishing continuous improvement plans, and reporting execution
results and work plans to the committee.
The Differences between Our Fulfillment of Sustainable Development and the Development Best Practice
Principles for TWSE/TPEx Listed Companies and reason(s) therefor:
Actual Implementation
Promotion items
Yes No
Summary description
I.
Yes
structure
Has the Company established a
governance
to
promote
sustainable
development and set up a
dedicated (or part-time) unit to
sustainable
promote
development, which unit
is
handled
senior
by
management as authorized by
the Board of Directors? And
of
term approved
"Corporate
1. The Company's 7th meeting of the Board of
the 17th
the
Directors of
establishment
Social
the
Responsibility Committee" in April 29, 2015, and
the 17th meeting of the Board of Directors of the
18th term in November 1, 2019 approved the
establishment and organizational charter of the
"Sustainable Development Committee" by
existing
Social
the
merging
Responsibility
"Ethical
Committee"
Management Committee". The establishment and
"Corporate
and
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
63
Corporate Governance Report
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
how does
the board of
directors supervise the same?
the appointment of its members have been
approved by the Board of Directors, and the
is
Sustainable
responsible
corporate
sustainability strategies and visions to promote
CSR-related work and management.
Development
for
Committee
developing
2. The Committee is composed of six members, with
an Independent Director acting as the Convener.
The Committee has five promotion centers,
including the Ethical Management Promotion
Center, the Environment, Safety and Health
the Green
Management Promotion Center,
Operation Promotion Center,
the Customer
Service and Supplier Management Promotion
Center, and the Employee Relations and Social
Care Promotion Center.
finance,
3. The Board of Directors receives regular reports on
operations,
corporate governance,
sustainability issues, etc. every year. Through the
diverse experience of its members, the Board
offers broad and professional opinions to assist
the Company in making appropriate decisions and
guiding the Company in a clear strategic direction.
In 2023, three meetings of the Sustainable
Development Committee were held: the progress
for the first half of 2023 was reported on August 4,
2023, and the execution results for 2023 and 2024
implementation plan were approved by resolution
on December 22, 2023.
and
Does the Company conduct risk
assessments of environmental,
corporate
social
governance issues related to
the Company's operations and
risk
formulate
management
or
strategies in accordance with
the principle of materiality?
(Note 1)
relevant
policies
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Yes
perspectives,
identify and prioritize
1. The Company refers to the five major principles of
the AA1000 SES Stakeholder Engagement
influence,
including accountability,
Standard,
and
diversity
tension,
of
dependency,
the
to
relationship levels of stakeholders. For significant
topics, it considers international sustainability
standards and norms, international sustainability
ratings, United Nations Sustainable Development
Goals, and industry trends. Through interaction
and communication with stakeholders, senior
management draws up a matrix of significant
concern issues based on the "degree of positive
and negative
the economy,
impacts on
environment, and people" and "the likelihood of
impact events" following the principle of double
materiality. These issues, after being validated by
the Sustainable Development Committee, are
incorporated as references for the Company's
operations and the promotion of a sustainable
development
appropriate
in a timely manner to
measures are taken
information
strengthen risk assessment and
disclosure on various issues, while also integrating
into the Company's overall risk management.
2. In order to ensure the sound operation and
sustainable development of the Company, it has
formulated the Rules for Risk Management
Policies and Procedures to establish an overall risk
management system. The Board of Directors, the
blueprint,
and
II.
64
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Audit Committee, the Auditing Office, the
President and the President's Office, each risk
management unit, and each unit and subsidiary of
the Company are collectively
in
promoting the implementation of relevant risk
management measures.
involved
3. On January 26, 2024, the Board of Directors
resolved to amend the Risk Management Policy
and Procedures, clearly defining risk management
objectives, management procedures, and control
mechanisms; at the same time, emerging risks are
incorporated into the risk management system,
with a focus on global environmental changes and
development
comprehensively
considering the business development and future
prospects of
the Company and annually
identifying emerging risks.
trends,
by
Environmental Issues
III.
(1) Has the Company established a
proper
environmental
management system based on
the
its
characteristics of
industry?
4. For the purpose of reducing the impact and
influence of
internal and external risks, the
Company's governance units and other risk
management units have identified risks related to
environmental, social and corporate governance
issues and planned relevant management and
control measures in accordance with the principle
of materiality, the business and operational
characteristics of the Company. The results of risk
assessments (including management policies,
strategies or mechanisms for each risk category)
are summarized in Note 3.
and monitored by each
5. Risk identification is regularly carried out in a
systematic manner, and the identified risks are
risk
measured
management unit. The above operation in 2023
has been reported to the Board of Directors on
November 3, 2023 (for the report, please refer to
https://www.walsin.com/wp-
content/uploads/2023/12/2023RiskManagement
.pdf).
Yes
1. The Company's Environmental, Health and Safety
Promotion Center under the Sustainable
Development Committee has set targets for
energy saving and carbon reduction, water
management and waste reuse in accordance with
Walsin Lihwa Environmental, Health and Safety
Policy, including a 10% carbon reduction by 2025
compared to 2014, a 15% reduction in water use
in 2030 compared to 2014, and capital
expenditures to replace production equipment,
develop green processes, and promote source
improvement. Please refer to Chapter 1 (Climate
Actions and Environment Management) of the
2023 Annual Sustainability Report or the "Climate
Actions and Environment Management" page of
the Corporate Sustainability Section on the
Company's website
(https://esg.walsin.com/zh_TW/focus/saving) for
related specific results.
2. The environmental management of the
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
65
Corporate Governance Report
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
(2) Has the company made efforts
to improve the efficiency of
resources utilization and use
recycled materials which have
a
the
impact
environment?
low
on
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Yes
Company's domestic and overseas plants has
been carried out in accordance with government
regulations and international environmental
protection conventions. The plants in Taiwan
(Hsinchuang Plant 1, Hsinchuang Plant 2, Yangmei
Plant, Taichung Plant and Yenshui Plant) and
China (Shanghai Plant, Jiangyin Plant, Yantai Plant
and Changshu Plant) have all received the
"Environmental Management System"
certification (ISO 14001:2015). The Company will
also continue to improve and refine our
environmental management performance. Please
refer to the Company's website - Document
Center - Environmental Safety and Health Policy
and Related Certificates
(https://www.walsin.com/about-
us/newsroom/#pills-reports-document) for
relevant verification standards.
1. Walsin strives to be an environmentally
sustainable enterprise, and increases its
investment in energy saving, carbon reduction,
and resource recycling software and hardware
year by year, such as "control of reasonable
energy consumption per unit of the product",
"equipment energy efficiency management and
improvement", "reduction of smelting process
energy consumption and carbon emission", waste
heat recovery and process technology
improvement (such as pure oxygen combustion
technology and yield improvement), and green
power installation (such as solar energy).
2. The Company mainly produces wire and cable
and stainless steel. After these two types of
products have gone through the stages of
production, use and disposal, they can be
recycled and reused to return to their life cycle,
which is in line with the concept of recycling for
new products in a circular economy. Regarding
the use of raw materials and materials used for
packaging, in addition to continuously raising the
rate of using recycled stainless steel and carbon
steel as raw materials, Walsin also considerably
uses recycled pallets, iron frames, iron (wood)
shafts, wooden plates, and iron plates as
packaging materials for copper wire and cable. In
2023, approximately 92.09% of the products
produced by Cable & Wire Business Group used
recycled raw materials and approximately 54.69%
of those products used recycled packaging
materials; approximately 39.92% of the products
produced by Stainless Steel Business Group used
recycled raw materials for scrap steel and
approximately 60.08% of those products used
recycled raw materials. For specific results, please
refer to Section 4 "Transition to High Value and
Smart Manufacturing" of the 2023 Annual
Sustainability Report or the "Transition to High
Value and Smart Manufacturing" page in the
Corporate Sustainability section of the Company's
66
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Actual Implementation
Promotion items
Yes No
Summary description
Yes
(3) Has the company assessed the
current and future potential
risks and opportunities of
climate change for the business
and taken measures to address
climate related issues?
website
(https://esg.walsin.com/zh_TW/focus/creative/gr
een).
The Company has formulated its risk management
policies and procedures to incorporate climate
change and environmental risks into its
management in accordance with its business
operations and operating characteristics. The
Company also introduced the Climate Related
Financial Disclosures (TCFD) to set up the
framework for managing risks and opportunities
relating to climate change.
In accordance with the recommendations of the
Climate Related Financial Disclosures (TCFD), in
2023, we set up different climate scenarios,
evaluated possible climate-related risks and
opportunities, studied international climate change
trends and industry-related trends, and assessed
internal and external stakeholder attitudes, thereby
identifying the climate-related risks and
opportunities for Walsin Lihua.
Please refer to Chapter 1 (Climate Actions and
Environment Management) of the 2023 Annual
Sustainability Report or the "Climate Actions and
Environment Management" page of the Corporate
Sustainability Section on the Company's website
(https://esg.walsin.com/zh_TW/focus/saving) for
related contents.
(4) Has the Company compiled
statistics on greenhouse gas
(GHG)
water
emissions,
consumption and total weight
of waste in the past two years,
and formulated policies on
energy conservation, carbon
reduction, GHG
reduction,
water consumption reduction
or other waste management?
Yes
1. The Company's energy-saving and carbon-
reduction strategy is to "implement lean
production management", "control reasonable
energy consumption per unit of the product",
"manage and improve equipment energy
efficiency", and "reduce energy consumption and
carbon emissions in the smelting process". In
addition, the Company will increase the
investment in software and hardware for energy
saving, carbon reduction and resource recycling
year by year, such as green raw materials, waste
recycling/regeneration (such as recycling waste
metals to replace natural mineral mining, waste
plastic recycling plastic pellets, and waste acid
regeneration), water resources recycling (such as
process cooling water recycling and reuse of
reclaimed water), energy recycling (such as waste
heat recovery) and process technology
improvement (such as pure oxygen combustion
technology and yield improvement), end-of-line
reuse and disposal (such as furnace slag), and
investment in green power constructions (such as
solar energy). etc.
2. Our annual statistics on greenhouse gas
emissions, water consumption and total waste
volume indicate total greenhouse gas emissions
of 530,610.58metric tons of CO2e, total water
consumption of 14,125 million liters and total
waste of 248,175.66metric tons in 2023, a drop
by 14.67%, an increase by 0.7%, and an increase
by 6%, respectively, compared to 2022.
67
Corporate Governance Report
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Year Scope 1
Scope 2 Emission
(1) Greenhouse gas emissions for the last 2 years
(by the plants of the Company based in
Taiwan, Mainland China, and Malaysia)
Unit: CO2e(metric tons)/Product(metric tons)
Emissions
per
Stainless
Steel
Product
0.58
0.58
(2) Water consumption for the last 2 years (by
the plants of the Company based in Taiwan,
Mainland China, and Malaysia)
Unit: Million liters / product (metric tons)
Emissions
per Wire
and Cable
Product
s per
Copper
Wire
Product
2022 194,649.63 427,116.80 0.13
2023 203,986.19 326,624.40 0.13
0.35
0.35
Year
Total Water
Consumption
14,027
14,125
Water Consumption
per Product
11.01
13.76
2022
2023
(3) Waste output for the last 2 years (by all plants
of the Company in Taiwan, China, and
Malaysia)
Unit: metric tons/product (metric tons)
Year Hazardous
2022
2023
Wastes
73,718
72,668
Non-Hazardous
Wastes
160,539
175,507
Output per
Product
0.18
0.24
3. Our Taiwan plants have obtained ISO14064-
1:2018, ISO50001 certification and ISO
14067:2018 (Hsinchuang Plant), and our overseas
plants have obtained ISO50001 certification
(Yantai ,Shanghai and CAS (Italy) Plants).Please
refer to the Company's website - Document
Center - Environmental Safety and Health Policy
and related certificates
(https://www.walsin.com/about-
us/newsroom/#pills-reports-document) for
relevant verification standards.
1. Implementation of gender work equality: We
comply with the Act of Gender Equality
in
Employment to protect the gender equality in
work rights. The Company does not discriminate
on the basis of gender in recruitment, screening,
hiring, position determination, performance
appraisal, promotion, educational training, and
welfare and benefits, except when certain
positions are only suitable for a specific gender.
2. Employment of people with physical and mental
disabilities: We protect
the employment
opportunities of people with physical and mental
disabilities, and the number of our employees
with physical and mental disabilities are more
than that required by the People with Disabilities
Rights Protection Act and the Indigenous Peoples
Employment Rights Protection Act.
3. Creating a diverse and inclusive culture: We
respect basic human rights that are internationally
recognized, do not discriminate our employees
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Yes
IV. Social Issues
(1) Has the Company established
its management policies and
procedures in accordance with
relevant laws, regulations, as
well
international
conventions regarding human
rights?
as
68
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
on the basis of gender, race, age, marital status,
political stance, religious beliefs, nationality, etc.,
encourage the exchange of ideas, value team
members by making them feel kindness and
respect, and actively create a diverse and inclusive
workplace.
4. Establishing a complaint channel: The Company's
Auditing Office has set up an email address for
complaints and a dedicated person to receive
them. For sexual harassment prevention and
control, we have formulated the "Workplace
Sexual Harassment Prevention and Control
Measures for Complaints and Discipline" to
protect gender equality at work and to provide a
working environment where employees and
visitors to our office are free from sexual
the event of any sexual
harassment.
harassment, the victim or his or her agent may file
a complaint with
the Sexual Harassment
Complaint Committee either verbally or in writing.
In addition, the Company has established relevant
regulations in its internal documents to protect
the human rights of employees and set up a
complaint channel for employees in the event that
their
improperly
handled, and that such issue cannot be resolved in
a reasonable manner.
legal rights are violated or
In
Yes
(2) Has the company established
and implemented reasonable
employee benefit measures
(including
compensation,
vacation and other benefits)
and
reflected
operating performance or
results
employee
in
compensation?
properly
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
clubs,
1. The Company attaches importance to the physical
and mental health and welfare of our employees
by organizing book
seminars and
competitions from time to time, in order to
increase exchanges among colleagues and to
achieve work-life balance. The Company also
provides comprehensive and diversified welfare
measures. The Employee Welfare Committee was
established to handle various welfare matters,
including wedding and funeral celebrations;
maternity; company
travel; club subsidies;
bonuses for three festivals, Labor Day and
birthday; children's scholarships;
interest-free
loans; and hospitalization grants. To improve the
overall operational performance of the Company,
it has work rules and management regulations,
which cover basic wages, working hours, annual
leaves more than what is provided in the Labor
Act,
Standards
subsidies,
meal/transportation/communication
group insurance and health check-ups, and the
provision of staff
restaurants, dormitories,
transportation vehicles, parking spaces, etc.
The Company's main business is wire and cable
and stainless steel manufacturing, which is a
labor-intensive industry. The operational work at
factories is mainly done by male employees, so
the proportion of male employees is higher than
that of female employees. In 2023, the percentage
of our female employees was 13.6% and the
percentage of our female management positions
was 16.1%.
69
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Corporate Governance Report
Actual Implementation
Promotion items
Yes No
Summary description
is competitive;
2. The Company conducts regular market salary
surveys to ensure that its overall compensation
structure
it also provides
performance bonuses and production bonuses
based
operational
performance, the achievement of team goals and
individual employees' performance. We also pay
our employees at a rate of not less than 1% of our
current year's profit to motivate those who have
performed well.
Company's
the
on
and
(3) Has the company provided a
healthy work
safe
environment
for employees
and provided education on
safety
for
employees on a regular basis?
health
and
Yes
1. In order to protect the health and safety of
employees, in addition to the necessary training
required by law and regulations, our annual safety
training plan has been conducted according to the
operation of each department, each job type on
site, and each business unit. In 2023, we offered
training to 1,840 participating new recruits,
26,535 participating in-service employees/2,430
11,349
employees
entering
participating
(before
factories)/545 sessions, mainly for
in-service
employees. We also have regular training plans for
dedicated ESH personnel, special hazardous
operators, and first aid personnel. In addition, a
complete certification system has been set up for
the management of ESH training and certification,
to keep track of the movement and demand for
certification at each site.
(internal/external),
contractors
and
2. Our occupational safety and health management
system (ISO 45001) applies and covers all workers
(employees, contractors and visitors) in Taiwan
(Hsinchuang, Yangmei, Taichung, Yenshui), China
(Shanghai Walsin, Dongguan Walsin, Jiangyin
Walsin, Jiangyin Alloy, Changshu Walsin, Yantai
Walsin), PT. Walsin Nickel Industrial Indonesia, and
CAS (Italy), with an overall coverage rate of 89.63%
and 97.59% for employees and non-employees
(i.e., contractors) respectively (Taipei Head Office,
Nanjing Walsin (Real Estate), and Walsin Precision
(Malaysia) have not yet been verified by third
parties). Please refer to the Company's website -
Document Center - Environmental Safety and
Health
certificates
(https://www.walsin.com/about-
us/newsroom/#pills-reports-document).
related
Policy
and
3. In 2023, there were a total of 84 workplace injury
accidents within the factory (including minor
injuries, but excluding 19 CAS-19 injuries and 31
minor injuries), with a recordable disaster ratio of
0.55% (the number of injury accidents as a
percentage of the total number of employees),
incidence among first-line
with the highest
technical
mainly
(91.18%),
entanglement
injuries (26.32%). The related
disaster risks and deficiencies were immediately
improved through hardware protection and
management measures. In addition, plans are in
place for 2024 to identify high-risk operations
through equipment safety and operational safety,
operators
70
Actual Implementation
Promotion items
Yes No
Summary description
enhance the hazard awareness of
first-line
employees through the KYT (Hazard Prediction
Training) method, and
improve with Total
Productive Maintenance (TPM) involving all staff,
in order to reduce the occurrence of injuries.
4. In 2023, there were zero fire accidents, no
chemical leaks, and no fatal workplace injuries.
(4) Has the company established
an
career
effective
development and capability
training
its
program
employees?
for
Yes
Yes
(5) Does the Company comply
with relevant regulations and
international
standards
regarding customer health and
safety,
privacy,
customer
marketing and labeling of its
products and services, and has
it formulated relevant policies
and complaint procedures to
protect consumer rights?
internal
knowledge
The Company has developed a training system
according to each profession and
level, and
promoted three types of training methods: On-Job
Training (OJT), Off-Job Training (OJT), and Self
Development (SD) to support the development of
the Company's talent, so that employees can follow
in the capacity enhancement and cross-discipline
learning, in order to maintain the competitiveness of
the market. We develop knowledge/skill areas and
learning blueprints each year according to the needs
of our employees at each stage of their work and
career development, and provide diversified training
resources such as new recruit education and training,
basic/advanced
sharing,
application of scientific tools (data analysis, image
recognition, etc.), work skills, leadership training,
and industry trends. According to the application
level of knowledge and skills, we have planned online
knowledge courses, offline learning communities,
and mixed-level classroom courses/workshops. In
2023,
training expenses were
NT$21,109,000, and there were 72,202 training
participants trained for 232,358.45 hours in total. On
average, 43.79 hours of training were received per
employee. At the same time, in the first and second
half of each year, during the implementation of
performance appraisal, in addition to conducting the
annual work review in conjunction with colleagues,
supervisors understand the potentials of colleagues,
professions and areas to be improved based on their
implementation of their work, and jointly formulate
development plans
for training, rotation and
participation in projects.
the employee
1. Our products and services are marketed and
clearly labeled in accordance with local and
international
standards or
regulations and
pursuant to the requirements of our customers. In
order to protect business
information and
customer privacy, the Company establishes a code
of ethical conduct for employees and information
security policies and relevant regulations (Note 3)
to prevent any unauthorized access to, alteration
to, or improper disclosure of any information that
may infringe on customer privacy and rights. In
information,
addition to providing
product information, and the telephone numbers
and e-mail addresses of the persons-in-charge of
each business on its website, the Company has
established channels through which interested
parties can make complaints or communicate with
the Company. Upon receipt of any information
interested party, the Company will
from an
latest
its
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
71
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Corporate Governance Report
Actual Implementation
Promotion items
Yes No
Summary description
transfer the case to a dedicated person for
him/her to confirm or handle, in order to reply to
the stakeholders within the time limit.
2. We have not violated any product- or service-
related laws or regulations regarding customer
health and safety, customer privacy, marketing
and labeling of our products and services in 2023.
3. For the latest information, product information,
contact phone numbers and emails, please refer
to the Company's website.
https://www.walsin.com/our-business/
https://www.walsin.com/about-us/contact-us/
Yes
relevant
(6) Does the company have a
supplier management policy
requiring suppliers to comply
regulations
with
environmental
governing
protection, occupational safety
and health, or human rights in
the workplace, and how is it
implemented?
1. In order to strengthen and
to
the
through
implement the
sustainable management of its suppliers, the
Company has established the regulations for
sustainability procurement and the principles for
suppliers' performance of
evaluating
corporate social responsibility, and requires
suppliers
environmental
comply with
protection, occupational safety and health or
labor human rights regulations in purchase orders
and contracts. Key suppliers and new suppliers, in
addition to signing the "Supplier Management
Commitment Letter", also need to conduct self-
assessments
Supplier
Sustainability Assessment Questionnaire, with
evaluation items including environmental (i.e.,
management
system, greenhouse gas, air
pollution, water resources management, and
waste management), social (i.e., human rights,
health, and safety), and
governance (i.e.,
sustainable government, supplier management,
and trade secret protection) aspects for the
purpose of identifying the degree of sustainability
risk of each key supplier, in order to comply with
CSR-related regulations along with the partnering
suppliers and ensure that the supply chain fulfills
its CSR commitments and
implements the
Principles
Supplier CSR Performance
for
Assessment.
Key
the
2. In 2023, there were 156 key suppliers in the Wire
and Cable, Stainless Steel and Commercial, Real
Estate Business Groups, and Walsin Precision
Technology, among which 153 have been
evaluated for their risks. Of them, 18 were high-
risk suppliers, 59were medium-risk suppliers, and
76 were low-risk suppliers. In 2023, we kept
conducting on-site audits, interviews and
guidance with regard to high-risk key suppliers to
prevent and reduce the occurrence of risks, and
will continue to conduct on-site audits and
guidance with regard to high-risk key suppliers.
72
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Actual Implementation
Promotion items
Yes No
Summary description
in
preparing
V. Did the Company make reference
international standards or
to
guidelines for the preparation of
reports
its
sustainability reports and other
reports
that disclose non-
financial information about the
Company? Did the Company
obtain a third-party certification
or
agency's
confirmation
assurance opinion on
said
reports?
Yes
1. Since 2014, we have been compiling
sustainability reports (Note 4) by reference to the
Global Reporting Initiative's (GRI) G4 Standards,
and since 2017, the report structure has followed
the latest GRI Standards. In 2020, we introduced
the Sustainability Accounting Standards Board
(SASB) Industry Standard and the Task Force on
the Climate-related Financial Disclosures (TCFD)
framework to provide stakeholders with more
complete and transparent ESG information.
2. Since 2015, we have engaged Deloitte Taiwan to
perform third-party assurance checks on our
reports and have obtained the CPA Statement of
Limited Assurance. The third-party assurance
checks are performed every year in accordance
with the standards set forth in Statement of
Standard on Assurance No. 3000, "Assurance
Cases Other Than Audits or Reviews of Historical
Financial Information" and "Rules for the
Preparation and Reporting of Sustainability
Reports by Public Companies." As of the date of
publication, the 2023 Annual Sustainability
Report is being under assurance checks by
Deloitte Taiwan, which is expected to issue a
statement of assurance in April 2024.
VI.
If your company has established sustainable development principles based on "Sustainable Development Best Practice
Principles for TWSE/TPEx Listed Companies", please describe differences between the principles and their
implementation:
In December 2014, the Company has established, based on "Sustainable Development Best Practice Principles for
TWSE/TPEx Listed Companies" (Note 4), its Corporate Governance Best Practice Principles, which has also been
approved by the Board of Directors. In line with the amendments to Sustainable Development Best Practice Principles
for TWSE/TPEx Listed Companies, the Board of Directors amended the Corporate Governance Best Practice Principles
in January 2018, April 2020, January 2022, and February 2023. The Corporate Governance Best Practice Principles serve
as the guidelines for the Company to establish and to execute related policies related to corporate governance, ESH
management, customer service and supplier management, green operation, employee relations and social care. There
are no discrepancies between the principles and actual practice.
VII. Other key information useful for explaining the promotion and execution of sustainable development:
(1) With regard to developing a sustainable environment, please refer to "V. Operating Status, IV. Environmental
Protection Expenditure Status" in the annual report.
(2) With regard to the Company's observing relevant labor regulations by safeguarding the lawful rights and interests of
its employees and providing a safe and healthy work environment for its employees, please refer to "Operating Status,
Labor-Management Relations" in the annual report.
(3) "Growth and integration with the local communities" is the philosophy in the social care of Walsin. It is a continuous
implementation focused in four directions: "Corporate Citizen", "Minority Support", "Environment Conservation", and
"Community Development". The results in 2023 are summarized as below:
1. Supporting Taiwanese Original Arts and Cultural Groups
(1) Walsin Lihwa Family Day 2023: A Spectacular Artistic Display
Walsin Lihwa supports Taiwanese performing arts, promoting the sustainable development of arts and culture-
related groups. To encourage colleagues to engage with cultural and artistic activities, our 2023 Family Day was
designed to combine family day with artistic performances, holding four "Walsin Fantasy Circus Party" art
carnivals in Taoyuan and Yunlin. Invitations were extended to colleagues and their families from the Taipei Head
Office, Hsinchuang Plant, Yangmei Plant, Taichung Plant, and Yenshui Plant, along with approximately 120
children from the Tainan Fund for Children and Families, with over 4,500 people participating in the event.
Through the combination of Family Day and artistic performances, we hope to provide substantial
encouragement to artistic groups and support the social value of Taiwanese arts and culture.
#Sponsoring Team - FOCA Formosa Circus Art #Performance Location - Taoyuan Exhibition Center and YunTay Hall
(2) Movie Watching Event (the movie is entitled "BIG")
Walsin Lihwa supports outstanding Taiwanese cultural and artistic works. In November 2023, a special screening
of Director Wei Te-Sheng's latest film, BIG, was organized, with more than 130 colleagues and friends from the
73
Corporate Governance Report
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yenshui Plant attending the screening.
#Sponsoring - Storyage Pictures Co., Ltd., Director Wei Te-Sheng # Screening Location - Chiayi Showtime Cinema
(3) Traditional Peking Opera "On the Edge of the Plum - Heaven and Earth"
Traditional Chinese opera, a performing art that is not easily preserved in its entirety, serves as a bridge between
contemporary and ancient times. To support the culture heritage, we sponsored the Wei-Hai-Min Foundation for
the Arts of Peking Opera in the production of Peking opera, On the Edge of the Plum - Heaven and Earth, to
support the preservation of Peking opera traditional culture, so that more people can appreciate the beauty of
the art of traditional Chinese opera.
#Sponsoring Team - Wei-Hai-Min Foundation for the Arts of Peking Opera #Performance Location/Date – Big
Performance Hall, Taiwan Traditional Theatre Center/March 2024
2. "Illuminating the Corners of Taiwan":
The Company has initiated the sponsorship project "Illuminating the Corners of Taiwan" in the end of 2016 to give
back to society by offering 5 elementary and junior high schools in rural Taiwan with relatively low resources more
comprehensive faculty, environment and equipment and to develop characteristic physical and musical education.
We continued to cooperate with five existing schools in 2023 to continue to deepen the various incubation programs.
3. Long-Term Care for Children's Education:
The Company and its employees regularly sponsor 12 child welfare organizations, including World Vision Taiwan,
Taiwan Funds for Children and Families , the Lotus Heart Garden Nursery School in Houbi District, and Chinese
Childrenhome & Shelter Association.
4. Taiwan Native Plant Resources Conservation Project:
To promote cultivation of talents for conservation, collection and management of aboriginal Taiwan plant resources,
Walsin Lihwa cooperated with College of Agriculture and Natural Resources, National Chung Hsing University to
install a screen-house and an outdoors nursery, cultivate seedlings for afforestation applications and, environmental
education and promotion for conservation, and protect Taiwan's diverse protected animal and plant resources.
Starting from 2018, the Company and Winbond Electronics Corporation cooperated to incorporate Huabao Seed
Breeding Co., Ltd., responsible for promoting Taiwan's forest germplasm conservation and indigenous plants
revegetation projects. We completed the first phase of the collection of 24 Taiwanese tea varieties in 2023, and
continued to implement the related programs for hardware and software installation and training on cultivation
techniques.
5. Support Local Agriculture
(1) Organic Kiwifruit Contract Farming:
In order to support environmental ecological conservation and the development of organic agriculture, starting
from 2021, we cooperated with "Jianghao Farm Young Farmers", contracted with them for organically planted
Taiwanese native kiwi fruit that is conducive to soil and water conservation. In 2023, the Company produced and
released the video documentary and digital feature "The Kiwi Dilemma," which documents the journey of kiwi-
friendly cultivation. It explores how local production can enhance sustainable production, reduce waste, and
lower carbon emissions. Through exposure in media features, it aims to raise more awareness and understanding
of agriculture on this land.
"The Kiwi Dilemma" video: https://esg.walsin.com/zh_TW/event/180
"Encounters with Kiwi" feature news report: https://esg.walsin.com/kiwi
(2) Support Taiwan's Local Fishers and Social Enterprises:
Walsin's Employee Welfare Committee adopts the concept of "buying directly from small farmers" as annual
festival gifts for employees every year, and purchases products from local Taiwanese lotus root farmers, tea
farmers, and Children Are Us Bakery for the Dragon Boat Festival and the Mid-Autumn Festival in Taiwan as
festival gifts for employees in 2023 to support local enterprises.
6. "Elementary and Junior High School Newspaper Reading Project":
(1) Starting from 2014, this partnership between Mandarin Daily News sponsors newspapers for primary/junior high
schools in the counties and cities in Taiwan where our plants located. The school teachers led students to
understand the subjects of newspaper reports, and through interactive discussions, expanded their horizons and
laid the foundation for their language skills. In 2023, we sponsored 78 classes in 17 schools in New Taipei City,
Taoyuan City, Taichung City, Tainan City and Kaohsiung City, benefiting 1,218 students. Since 2019, Walsin,
together with the Walsin Technology Foundation and Mandarin Daily News, has launched a bilingual reading
education program. In 2023, we promoted this program in 540 classes in a total of 36 junior high schools in
Taoyuan City and Kaohsiung City, benefiting a total of 14,090 students. With the advantage of the English and
Chinese bilingual texts in "Junior High School Student Daily" offered by Mandarin Daily News, students' listening,
speaking, reading and writing skills in both Chinese and English improved and their interests in the world and
reading were opened.
(2) In April and December 2023, we also cooperated with Wuqi Elementary School in Taichung City and Huanya
Elementary School in Tainan City to organize newspaper reading games and activities, where colleagues
74
Actual Implementation
Promotion items
Yes No
Summary description
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
volunteered to interact with schoolchildren and make them understand various useful knowledge in their daily
life through the game, with the view to inspiring children's interest in learning through educational entertainment
and visualization of knowledge.
7. Community Development and Promotion by Plants:
Each plant continues to care about and evaluate the social and environmental risks or opportunities faced by its local
community through supporting local cultural and activities, cares for the disadvantaged in the community, and
effectively uses plant resources to promote neighborhood development. In 2023, we continued to sponsor five
elementary schools in the Yenshui area of Tainan in the academic mentoring program, and participated in 111 local
civil defense, cultural, folklore, respect for the elderly, care for women and children, and environmental cleanup
activities, as well as our long-term care for 12 roads and parks surrounding the plants for cleaning and making them
greener.
(4) In 2023, Walsin Lihwa was listed as the top 5% outstanding companies as published by the Taiwan Stock Exchange in
the 10th "Corporate Governance Evaluation." The Company was also awarded the "Model Donation for Education" by
the Yilan County Government for the "Light Up the Corners of Taiwan" project. In 2023, the Company also received
Taiwan's Top 100 Sustainable Model Business Award, Information Security Award, and Platinum Corporate
Sustainability Report Award for its ESG performance and Sustainability Report, as well as Bronze Prize for English
Sustainability Report.
(5) For details on the Company's execution of sustainable development, please go to the Walsin Lihwa website Corporate
Sustainability section (https://esg.walsin.com/zh_TW) and read our 2023 Sustainability Report.
Note 1: "Principle of Materiality" refers to environmental, social and corporate governance issues that have a material impact
on the Company's investors and other stakeholders.
Note 2: Management Policies, Strategies or Mechanisms of Risk
Issues
Corporate
Governance and
Economic Issue
Risk Category
• Strategy and
Operations
• Legal
• Capital Expenditure
• Information
Security
• Changes in Interest
Rates
• Changes in
Exchange Rates
• Raw Material
Prices and Supply
Chains
• Technology Risks
Management Policies, Strategies or Mechanisms
• Business units regularly report strategic issues to the Directors and
therefore reduce strategic risks through the participation, advice and
supervision of board members.
• The Company's culture of "Ethical Management" emphasizes that all
business activities must be conducted in accordance with local laws and
regulations. We also require our employees to comply with laws and
regulations, corporate rules and procedures, and guide them to conduct
themselves in accordance with laws and regulations and ethical
standards through education, internal audit, internal control and other
management measures.
• Major capital expenditures shall be reported to the Audit Committee
and the Board of Directors for review and approval.
• The Company continuously introduces advanced information security
solutions, establishes data protection mechanisms, organizes education
and training, promotes new information security knowledge and raises
staff awareness of information security.
• The Company monitors changes in the interest rate markets, controls
existing long and short term borrowing positions and uses market
instruments to lock in interest rate costs in a timely manner.
• The Company develops a hedging strategy and carries out exchange rate
hedging in conjunction with relevant hedging instruments such as spot
rate trading and forward rate trading. Control of risks associated with
foreign currency exchange rates and related hedging operations are
performed with respect to major capital expenditures and capital
transfers that may cause changes in foreign currency positions.
• The Company carries out market risk management of its raw materials-
related operations. It also prudently evaluates and actively develops new
material sources to avoid monopoly by a few suppliers. In addition, we
establish a safe inventory of raw materials and purchase some raw
materials in stock to allow for flexibility.
• We deeply understand the needs of customers and end-use applications,
and accelerate the technical development of product materials
manufacturing processes and applications, in order to strengthen our
technical capabilities to respond to rapid changes in the external
environment.
75
Corporate Governance Report
Issues
Environmental
Issues
Risk Category
• Climate Change
and Environmental
Risks
• Emerging Risks
Social Issues
• Human Resources
Management Risks
• Occupational
Safety Risks
• Corporate Image
Risks
Management Policies, Strategies or Mechanisms
• The Company's environment, safety and health and energy policy is
"Green Manufacturing, Happy Enterprise and Sustainable Development"
and is committed to "Compliance with Regulations, Risk Control,
Pollution Prevention, Energy Saving and Waste Reduction and
Performance Enhancement."
• We promote energy management systems to establish energy
management performance indicators, so as to facilitate long-term
energy efficiency control. We also Invest in green electricity and
gradually build up a product carbon footprint, in order to improve
carbon reduction performance and prepare for carbon rights operations
in advance. Besides, we continuously identify and develop waste reuse
technologies to improve resource recycling efficiency.
• Every year, we reference the global environmental changes and
development trends and the Global Risk Report published by the World
Economic Forum (WEF) to identify emerging risks that we should pay
attention to in the long term, by taking into account the Company's
business development and future prospect planning.
• Employees are Walsin's most important asset and major driving force.
Walsin cares about its employees, their families and their lives, listens to
their voices and strengthens the communication channels between
employees and employers to promote harmonious relationships. We
also ensure that the existing human resources management procedures
and related administrative practices comply with the laws and
regulations.
• We maintain the consistency of the environment, safety and health
management systems in all plants through ESH education and training,
and implement operational risk factor checks and regulations to reduce
the incidence of occupational safety incidents. We also require
contractors to sign an Environment, Safety and Health Policy
Commitment to jointly comply with the requirements of the
environment, safety and health law and to reduce occupational safety
hazards.
• The Company has established in normal times a good crisis management
response mechanism for any operational risks that may affect its image,
as well as simulated possible events, so that it can immediately initiate
the response mechanism promptly. The spokesman will act as the
external speaker, or clarify false information through the material
information reporting platform, to protect the Company's image, and to
make communications with various stakeholders.
Note 3: The Ethical Conduct Guidelines for Employees and the rules relating thereto include: the Ethical Conduct Guidelines
for Employees and the Guidelines for Suggestions and Complaints by Stakeholders. Information security policies and
the rules relating thereto include: the Information Security Policy, the Internal Audit Operation for Information
Security Management, the Information Security Risk Management Rules, the Information Security Incident
Management Rules, the Information Security Organization Management Rules, the Service Information Security
Policy Formulation Standards, the Information Outsourcing Management Rules, the Compliance Management Rules,
the Personnel Safety Management Rules, the Network Equipment Maintenance and Operation Standards, the
Communication Operation Management Rules, the Access Control Management Rules, the Account Access
Management Standards, the Information Asset Management Rules, the Computer Room Maintenance and
Operation Management Standards, the System Administrator Password Management Standards, the Entity and
Environmental Security Management Rules, the Business Continuity Management Rules, and the Information
System Acquisition, Development and Maintenance Management Standards.
Note 4: The title of the Corporal Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies was amended
to the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" on December 7, 2021;
the title of the Corporate Social Responsibility Report was amended to the "Sustainability Report."
76
Climate-Related Information
1. Information on Implementation of Climate-Related Initiatives
Item
1. Describe the Board of Directors and management's
oversight and governance of climate-related risks
and opportunities.
2. Describe how the identified climate risks and
opportunities affect the Company’s business,
strategy and finances (in the short, medium and
long term).
Execution
Walsin Lihwa's climate change governance and management
structure is ultimately overseen by the Board of Directors, who are
responsible for overseeing the major climate-related risks and the
achievement of relevant targets, and guiding management strategies
and key action plans. The Sustainable Development Committee,
which
is a functional committee responsible for formulating
corporate sustainability strategies and visions to promote sustainable
development related work and management and regularly reporting
to the Board of Directors on the implementation of sustainable
development (such as climate change issues), has six members, with
an Independent Director acting as the Convener.
Climate Risk
(1) Extreme climate change affects upstream and downstream supply
chains and transportation (short- and medium-term risks)
Extreme climate change increases transportation costs.
Extreme weather has led to delayed product delivery or broken
supply chains, resulting in reduced revenues.
into a
low-carbon market and
(2) The cost of low-carbon technology transition (medium-term risk)
increasing capital
Stepping
expenditure.
In order to develop and produce green products that meet
customer needs, it is necessary to invest in R&D and increase
operating expenses.
(3) Policies and regulations increase the cost of greenhouse gas
emissions (medium-term risk)
The cost of greenhouse gas emissions will increase, thereby
increasing the operating costs and expenses.
Climate Opportunities
(1) Use of higher-performance production and distribution/sale
processes (short-term opportunity)
Establish an efficient plant and set up automation equipment to
reduce operating costs.
Energy efficiency improvement will reduce operating costs.
(2) Entering new markets (short-term opportunities)
Enter clean energy technology markets such as wind power, solar
energy, and electric vehicle charging cables to increase revenue.
3. Describe the financial impact of extreme weather
events and transition actions.
4. Describe how the process of identifying, assessing
and managing climate risks is integrated into the
overall risk management system.
5. If scenario analysis is used to assess resilience to
climate change risks, describe the scenarios,
parameters, assumptions, analysis factors and key
financial impacts used.
and
(3) Use of new energy technologies (medium-term opportunity)
Use renewable and low-carbon energy to reduce the risk of
greenhouse gas emissions, reduce the carbon footprint of products,
and improve the competitiveness of products in the market, so as to
increase revenue.
For financial impacts, please refer to Section 1 of the 2023 Annual
Sustainability Report, Climate Action
Environmental
Management, or the Corporate Sustainability Zone of the Company's
website (the Climate Action and Environmental Management
webpage) (https://esg.walsin.com/zh_TW/focus/saving).
The Company integrates climate change and environmental risks into
enterprise risk management,
led by the Sustainability Office,
continuously monitors
impact on operations, such as
international regulations and extreme weather, assesses the financial
impact, adjusts the management mechanism, and proposes response
strategies to enhance operational resilience. All departments work
together to assess the impact of climate risks on business processes,
and we aim to improve employees' awareness of climate change
identify risks and opportunities. Senior
through training to
management participates in strategy meetings to make management
decisions and response strategies for major risks.
Simulation of physical and transition risks and opportunities in four
scenarios:
(1) Nationally Determined Contributions (NDCs): NDCs proposed by
the
the Republic of China
(2) IEA NZE 2050: 1.5°C pathway in the World Energy Outlook (WEO)
77
Corporate Governance Report
Item
Execution
6. If there is a transition plan to address and manage
climate-related risks, describe the content of the
plan, and the metrics and targets used to identify
and manage physical and transition risks.
proposed by the International Energy Agency (IEA)
(3) Global Warming Scenarios SSP 3 - 7.0 in IPCC Sixth Scientific
Assessment Report
(4) Global Warming Scenarios SSP 5 - 8.5 in IPCC Sixth Scientific
Assessment Report
For major financial impacts, please refer to Section 1 of the 2023
Annual Sustainability Report, Climate Action and Environmental
Management, or the Corporate Sustainability Zone of the Company's
website (the Climate Action and Environmental Management
webpage) (https://esg.walsin.com/zh_TW/focus/saving).
Transition Plan for Climate-Related Risks
(1) Green products and clean technology
Walsin Lihwa is committed to the development of green products
and clean technology, and to high-value products and the
establishment of a resource-based industrial chain. We will
continue to increase the proportion of clean technology products,
create shared value with customers, and establish a sustainable
business model.
(2) Intelligent manufacturing
In the manufacturing process, we use intelligent technology to
implement green manufacturing and achieve multiple benefits,
such as real-time monitoring, efficiency improvement, quality
intelligent
assurance and material conservation,
manufacturing, so as to further
improve our operational
efficiency.
through
(3) Energy and greenhouse gas management:
Implement energy-saving measures to reduce electricity
consumption.
Plan to use renewable energy to reduce dependence on
traditional energy sources.
Implement greenhouse gas management processes
to
effectively monitor and reduce emissions.
Climate-Related Management Indicators and Targets
Disruption of operations due to weather disasters (in days): 0
days
1.5% annual reduction in the use and generation of electricity
and carbon from 2022 (Base year: 2021)
Renewable energy and green power will be purchased in 2030.
7. If internal carbon pricing is used as a planning tool,
We continue to develop internal carbon pricing.
describe the basis for setting carbon prices.
8. If climate-related
targets are set, describe
information such as the activities covered, the
scope of greenhouse gas emissions, the planning
timeline, and the progress made in achieving them
each year; if carbon offsets or renewable energy
certificates (RECs) are used to achieve the relevant
targets, describe the source and quantity of carbon
offset credits or renewable energy certificates
(RECs) to be offset.
9. Please refer to Table 1 below for GHG inventory and
assurance and reduction targets, strategies and
specific action plans.
Activities Related to Climate-Related Targets
Increase sales of clean technology and green products.
Use smart manufacturing to improve energy efficiency.
Net-Zero Pathways
Apply scientific methods to set carbon reduction targets and take
relevant measures.
Cooperate with external supply chains to promote energy
management and carbon management.
Please refer to Table 2 below and Section 1 of the 2023 Annual
Sustainability Report, Climate Action
Environmental
Management, or the Corporate Sustainability Zone of the Company's
website (the Climate Action and Environmental Management
webpage) (https://esg.walsin.com/zh_TW/focus/saving).
Please refer to Tables 1 and 2 below.
and
78
1. GHG Inventory and Assurance Information for the Last Two Years
Year
2022
Category
Contains
stand-alone
subsidiaries
Total
emissions
(MTCO2e)
Intensity
(MTCO2e/
NT$
millions of
Sales)
Assurance
agency
Description of
assurance
The
third-party
verification has been
completed.
Please
refer to the official
website (File Center)
for
details.
https://www.walsin.c
om/about-
us/newsroom/#pills-
reports-document
-
Walsin
Lihwa
Corporation
TÜV
Rheinland
Taiwan Ltd.
142,129.42
1.44
Scope
1Note 1
Subsidiaries
on a
consolidate
d basis
(Including
Dongguan
Walsin,
Shanghai
Walsin,
Jiangyin
Walsin,
Jiangyin
Alloy, Yantai
Walsin,
Changshu
Walsin, and
Walsin
Precision)
56,109.63
1.29
Total
emissions
(MTCO2e)
2023
Intensity
(MTCO2e/
NT$
millions of
Sales)
Contains
stand-alone
subsidiariesN
ote 2
Walsin Lihwa
Corporation
135,284.04
1.66
Subsidiaries
on a
consolidated
basis
(Including
Shanghai
Walsin,
Jiangyin
Alloy, Yantai
Walsin,
Changshu
Walsin, and
Walsin
Precision)
68,702.15
2.84
Total
Walsin
Lihwa
Corporation
198,239.05
1.40
TÜV
Rheinland
Taiwan Ltd.
206,358.99
2.10
Scope
2Note 1
Subsidiaries
on a
consolidate
d basis
(Including
Dongguan
Walsin,
Shanghai
Walsin,
Jiangyin
Walsin,
Jiangyin
Alloy, Yantai
Walsin,
Changshu
Walsin, and
Walsin
Precision)
214,969.79
4.94
The third-party
verification has been
completed. Please
refer to the official
website (File Center)
for details.
https://www.walsin.c
om/about-
us/newsroom/#pills-
reports-document
-
Total
Walsin Lihwa
Corporation
203,986.19
1.93
TÜV Rheinland
Taiwan Ltd.
191,192.18
2.35
Subsidiaries
on a
consolidated
basis
(Including
Shanghai
Walsin,
Jiangyin
Alloy, Yantai
Walsin,
Changshu
Walsin, and
Walsin
Precision)
135,432.21
5.59
Shanghai Walsin:
Beijing CQE
Testing and
Certification Co.,
Ltd.
Jiangyin Alloy:
Beijing Ouya
Puxin
International
Certification
Center
Yantai Walsin:
Shandong LAJ
International
Certification Co.,
Ltd.
Changshu
Walsin:
Assurance
agency
Description of
assurance
TÜV Rheinland
Taiwan Ltd.
Shanghai Walsin:
Beijing CQE
Testing and
Certification Co.,
Ltd.
Jiangyin Alloy:
Beijing Ouya
Puxin
International
Certification
Center
Yantai Walsin:
Shandong LAJ
International
Certification Co.,
Ltd.
Changshu
Walsin:
Shandong LAJ
International
Certification Co.,
Ltd.
Walsin Precision:
BSI (British
Standards
Institution)
The third-
party
verification is
completed on
2024/3/31,
and the
complete
assurance
information
will be
disclosed in
the
Sustainability
Report.
The third-
party
verification is
completed on
2024/4/10,
and the
complete
assurance
information
will be
disclosed in
the
Sustainability
Report.
The third-
party
verification is
completed on
2024/3/31,
and the
complete
assurance
information
will be
disclosed in
the
Sustainability
Report..
The third-
party
verification is
completed on
2024/4/10,
and the
complete
assurance
information
will be
disclosed in
the
Sustainability
Report.
79
Corporate Governance Report
Year
2022
Category
Contains
stand-alone
subsidiaries
Total
emissions
(MTCO2e)
Intensity
(MTCO2e/
NT$
millions of
Sales)
Assurance
agency
Description of
assurance
Contains
stand-alone
subsidiariesN
ote 2
Total
emissions
(MTCO2e)
2023
Intensity
(MTCO2e/
NT$
millions of
Sales)
Assurance
agency
Description of
assurance
Total
(N/A)
427,116.80
3.01
Total
Walsin Lihwa
Corporation
326,625.01
3.10
TÜV Rheinland
Taiwan Ltd.
Shandong LAJ
International
Certification Co.,
Ltd.
Walsin Precision:
BSI (British
Standards
Institution)
(N/A)
Scope
3Note 1
2,212,164.16
27.23
Subsidiaries
on a
consolidated
basis
(Including
Shanghai
Walsin,
Jiangyin
Alloy, Yantai
Walsin,
Changshu
Walsin, and
Walsin
Precision)
2,110,482.66
87.13
Shanghai Walsin:
Beijing CQE
Testing and
Certification Co.,
Ltd.
Jiangyin Alloy:
Beijing Ouya
Puxin
International
Certification
Center
Yantai Walsin:
Shandong LAJ
International
Certification Co.,
Ltd.
Changshu
Walsin:
Shandong LAJ
International
Certification Co.,
Ltd.
Walsin Precision:
BSI (British
Standards
Institution)
The third-
party
verification is
completed on
2024/3/31,
and the
complete
assurance
information
will be
disclosed in
the
Sustainability
Report.
The third-
party
verification is
completed on
2024/4/10,
and the
complete
assurance
information
will be
disclosed in
the
Sustainability
Report.
Note 1: Direct emissions (Scope 1, i.e., emissions directly from sources owned or controlled by the Company), indirect energy emissions (Scope 2, indirect
greenhouse gas emissions from the input of electricity, heat, or vapor), and other indirect emissions (Scope 3, i.e., emissions from the Company's
activities, not indirect emissions from energy, but from sources owned or controlled by other companies). Scope 3 data has been disclosed since 2023.
Note 2: In 2023, Dongguan Walsin and Jiangyin Walsin adjusted their operations and were not included in the calculation.
Total
4,322,646.82
40.98
80
2. GHG Reduction Targets, Strategies and Specific Action Plans
Reduction
targets
Strategy
Specific
action
plans
Short term:
Effectively manage energy efficiency, and set a target of continuous power saving and carbon reduction of 1.5%
every year from 2022 onwards. (GHG reduction base year: 2021)
Medium to long term:
Achieve the goal of net-zero carbon emissions by 2050 through carbon inventory and energy conservation,
energy creation, green energy trading, low-carbon production of new technologies, and externalization of low-
carbon technologies.
1. Introduce a Task Force on Climate-related Financial Disclosure (TCFD) to identify climate-related risks and
opportunities by reference to more than two climate change scenarios.
2. Introduce an energy management system and carbon inventory.
3. Promote carbon reduction management, including the implementation of lean production management,
management and control of reasonable energy consumption per unit of product, management and
improvement of equipment energy efficiency, and reduction of energy consumption and carbon emissions in
the smelting process.
1.From 2022 onwards, the Task Force on Climate-related Financial Disclosure (TCFD) has been introduced, and
climate-related risks and opportunities have been regularly reviewed annually to identify and respond to them.
2.Introduce an energy management system and carbon inventory:
In 2018, the ISO 50001 energy management system was introduced, and from 2019 to 2020, the ISO 50001
energy management E-system was planned and built by the Company to improve the real-time energy
management. In 2023, all of our Taiwan and mainland China plants have passed ISO 50001:2018 certification
In 2020, our Taiwan plants carried out the inventory of energy consumption and carbon emission per unit of
main products, and in 2022, the energy consumption and carbon emission per unit product of the main
products of our Taiwan plants (14067 carbon footprint inventory (B2B)) was obtained.
Since 2014, the carbon inventory and third-party verification of each plant have been initiated, and in 2023,
the carbon inventory and third-party verification have been completed in our plants in Taiwan and mainland
China.
3.Every year, we will continue to improve energy efficiency and reduce carbon emissions through project control
and administrative management through the implementation of lean production management, management
and control of reasonable energy consumption per unit of product, management and improvement of
equipment energy efficiency, and reduction of energy consumption and carbon emissions in the smelting
process.
4.Since 2015, each plant has set up an energy conservation and carbon reduction management body, set annual
goals and various energy conservation and carbon reduction measures, and held regular meetings to review
and build an energy management E system for real-time management. In 2023, a total of 133 carbon reduction
plans were proposed in our Taiwan and overseas plants, with a total power saving rate of 1.64% and a total
carbon reduction of 10,089.7 metric tons of CO2e/year.
5.In 2021, we planned to build 5.5 MWp of renewable energy (solar energy) for self-consumption; 4.9 MWp has
been built in 2023, and 1,054,868 kWh of electricity has been connected to the grid.
(6) Fulfillment of ethical management and differences between our ethical management and the Ethical
Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reason(s)
Implementation status
Assessment items
Yes No
Summary
I.
Establishment
management
solutions
of
policies
ethical
and
(I) Has the Company formulated its
ethical management policies
approved by
the Board of
Directors and stated its ethical
management
and
practices in its internal rules and
external documents? Do the
Board of Directors and senior
management actively fulfill their
commitment
ethical
to
management polices?
policies
Yes
(I)
The Company has always insisted on honest
business practices. We abide by the laws set forth
by the government, implement our corporate
governance principles and make our utmost effort
to fulfill our corporate responsibilities. Our Board
passed our "Ethical Corporate Management Best
Practice Principles" and our "Procedures for
Ethical Management and Guidelines for Conduct"
as the Company's policies for ethical management
practices. The full texts are also disclosed in
electronic form on the Company's website to
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
In
line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
81
Corporate Governance Report
Implementation status
Assessment items
Yes No
Summary
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
showcase our commitment to implementing and
overseeing ethical management policies.
of
Ethical Management
The directors and senior executives signed a
Statement
to
demonstrate their determination to operate with
integrity. At the same time, information related to
ethical management was published on the
corporate website and internal website for the
directors' reference to convey the importance of
to actively
operating with
implement and monitor the implementation of
the ethical management policy.
integrity and
Yes
(II) 1. The Company's prevention plan and scope of
Article 6 of the Ethical Corporate Management
Best Practice Principles have specifically covered
the business activities with higher risk of
dishonest behavior or other activities specified in
each paragraph of Paragraph 2 of Article 7 of the
Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies. The
Company has
relevant
strengthened
preventive measures through the establishment
of internal rules and regulations and practices,
training, daily promotion,
education and
contractual agreements and inclusion in the
employee performance evaluation.
the
2. The Company established a risk assessment
mechanism for dishonest acts and used the seven
major types of dishonest acts listed in Paragraph
the Ethical Corporate
2 of Article 7 of
Management Best Practice Principles
for
TWSE/TPEx Listed Companies as the scope of
assessment to promote the assessment of
dishonest acts.
of
business,
(II) Has the Company established an
assessment mechanism for the
risk of unethical conduct to
regularly analyze and evaluate
business activities with a higher
risk of unethical conduct in its
scope
and
formulated a plan based on such
analysis
to
prevent unethical conduct, which
the
should
preventive measures
under
Paragraph 2, Article 7 of the
Ethical Corporate Management
Best Practice Principles
for
TWSE/TPEx Listed Companies?
and evaluation
cover at
least
for
assisting
In order to
3.
implement the concept of
sustainable management and promote corporate
governance, we have established the Sustainable
the
Development Committee, under which
is
"Ethical Management Promotion Center"
the
responsible
the management of
Company's ethical management and
the
implementation of corporate social responsibility,
in
while
integrity
the Company's business
management
strategy,
to
ensure ethical management in accordance with
the
laws
implementation of ethical management, and
evaluating
its effectiveness. The Sustainable
Development Committee held two meetings in
the annual plan and
2023
to
Ethical
implementation
Management Promotion Center and reported the
implement result in 2023 to the board of directors
formulating relevant measures
regulations,
supervising
integrating
review
results
into
and
the
of
82
Implementation status
Assessment items
Yes No
Summary
meeting on January 26, 2024.
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
4. On February 27, 2020, the Board of Directors
approved
the "Risk
the establishment of
Management Policies and Procedures" as the
highest guiding principle for the Company's risk
management. The Company will regularly assess
the risks on an annual basis and formulate and
implement management policies for each risk,
which
objectives,
organizational structure, attribution of authority
and
risk management
and
procedures, so as to effectively identify, measure
and control the Company's risks and control the
risks arising from business activities within an
acceptable range.
responsibility
management
cover
and
countermeasures,
5. In respect of the Company's risk management,
each risk management unit and audit unit will
carry out the Company's risk environment
and
management
the
President will organize and oversee
implementation and
risk
coordination of
management. The risk control measures and risk
management operations will be reported to the
Board of Directors in case of material risk events.
The risk management operations for 2023 were
reported to the Board of Directors on November
3, 2023
Yes
the
(III) Has the Company defined and
implemented
operating
procedures, conduct guidelines,
disciplinary
complaint
and
systems for non-compliance in its
unethical conduct prevention
program, and regularly reviewed
and
foregoing
program?
revised
the
for
Best
Procedures
its Ethical
(III) 1. The Company has formulated
Practice
Corporate Management
Principles
Ethical
and
Management and Guidelines for Conduct
setting forth the operational procedures, codes
of conduct, and training for the prevention of
unethical behavior. In so doing, we cause our
staff to behave honestly and uprightly to our
stakeholders in compliance with the ethical
management
have
policies. We
established reporting system, punishment
policies and a complaint filing system for
employees who violate relevant regulations,
which is linked to the employee performance
evaluation.
2. The Company
also
daily
implements the prevention
internal education and
measures through
contractual
promotion,
training,
employee
linkage
agreements
It also aims to
performance assessment.
such
strengthen
measures by making periodic review and
revisions thereof.
implementation of
and
the
to
3. In 2023, we continued to steadily implement
the risk assessment of dishonest behavior,
which is data-driven and penetrates from the
management level to the entry level of the
Company, with a view to identifying gaps or
weaknesses in internal control of business
83
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
In
line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
Corporate Governance Report
Implementation status
Assessment items
Yes No
Summary
processes and formulating countermeasures
and
processes
accordingly.
operational
improving
Yes
2. Ensuring ethical business practice
(I) Has the Company evaluated the
ethical management practices
records of the companies it does
business with as well as explicitly
included ethical management
practices
the
clauses
contracts?
in
(I) 1. The Company prevents
transacting with
companies with unethical management
practice records by adopting the following
approaches:
(1)When selecting a business partner, the
Company reviews the partner’s past trading
history and credit record. When inviting bids,
suppliers shall be informed of the principle of
a
fair, open and transparent supplier
selection policy.
(2)Entities we are selling to: Except for
procurement projects from the government,
the Company shall track the long-term credit
information of distributors, with
the
reputation of new distributors obtained
through credit reference agencies and other
companies in the industry.
2. Including honest practice provisions
in
contracts:
(1)Procurement contracts: We have either had
honest business practices clauses added to
the contracts or have our suppliers make a
undertaking to comply with the ethical
management policy.
(2)Sales contracts: Honest business practices
clauses have been added to all such
contracts.
to
for
the
advocate
3. The Company also non-periodically holds
supplier conventions for suppliers of different
plants
integrity
management of suppliers. In 2023, a total of
186 companies attended the meetings held by
Taipei Head Office, Wire and Cable Business
Group (Dongguan, Shanghai, Hsinchuang, and
Yangmei Plants), Stainless Steel Business Group
(Yantai Plant, Yantai Plant, Jiangyin Alloy Plant,
Changshu Plant, Taichung Plant, and Yenshui
Plant).
Yes
(II) Has the company established a
dedicated
non-dedicated
or
department under the Board of
Directors
to ensure honest
business practices? Does this
department periodically report
their status of implementation to
the Board of Directors?
84
"Corporate
(II) The Company's 7th meeting of the Board of
Directors of the 17th term approved the
Social
the
establishment of
Responsibility Committee" in April 29, 2015, and
the 17th meeting of the Board of Directors of the
18th term in November 1, 2019 approved the
establishment and organizational charter of the
"Sustainable Development Committee" by
Social
existing
merging
the
Responsibility
"Ethical
Committee"
Management Committee". The Sustainable
Development Committee
for
developing corporate sustainability strategies
and
sustainability
management-related work and management.
"Corporate
and
is responsible
promote
visions
to
Implementation status
Assessment items
Yes No
Summary
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Center,
centers,
including
The Committee is composed of an independent
director as the Convener, and the Chairman, the
Vice Chairman, and all other
independent
directors as members. The Committee has five
the Ethical
promotion
the
Promotion
Management
Environment, Safety and Health Management
Promotion Center,
the Green Operation
Promotion Center, the Customer Service and
Supplier Management Promotion Center, and the
Employee Relations and Social Care Promotion
Center. The Company's Ethical Management
Promotion Center is the responsible unit for
formulating and overseeing the implementation
of the Company's ethical management policies
and preventive measures. It reported to the
Board on the implementation in 2023 and the
implementation plan for 2024 on January 26,
2024.
(III) The Company has established
the Ethical
Corporate Management Best Practice Principles
and the Procedures for Ethical Management and
Guidelines for Conduct to regulate Directors,
managers and employees in terms of obligations
to the Company, external business activities,
pecuniary transactions, avoidance of conflicts of
interest and the management of classified
information. The Company has set up a complaint
mailbox on its website that provides a means for
filing complaints about violations of honest
business practice and sexual harassments, which
the Independent Director may receive in real
time. A corporate mailbox also exists on the
employee portal site, thus providing internal and
external personnel with a means to make
suggestions and complaints to the Company.
Information received shall be handled by the
Auditing Office.
(IV) The Company actively works to ensure ethical
business practices. The Auditing Office (or hired
CPA, when necessary) shall regularly audit
relevant compliance statuses according
to
accounting policies, internal control policies, as
well as other relevant regulations. The Auditing
Office will periodically report its auditing results
during Board meetings.
(III) Has the company established
policies to prevent conflicts of
interest,
such
policies and provided adequate
channels of communication?
implemented
Yes
Yes
of
(IV) Has the Company established an
effective accounting system and
internal control system for the
implementation
ethical
management, and has its internal
audit unit drawn up an audit plan
based on the results of the
assessment of
risk of
unethical conduct, in order to
verify compliance with such plan
for prevention of unethical
conduct, or has it engaged a CPA
firm to perform the audit?
the
(V) Does
the Company
regularly
internal and external
conduct
educational training on ethical
management?
Yes
(V) During new-employee training, the Company
periodically states its principles towards ethical
management practices. It also periodically holds
courses on corporate governance as well as
asks
ethical management practices
and
85
Corporate Governance Report
Implementation status
Assessment items
Yes No
Summary
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
to participate. The Company's
employees
Procurement Department also informs suppliers
of our ethical management practices principles in
order to prevent unethical business practices.
1. The Company
regularly conducts annual
training on ethical management (including anti-
legal compliance (among
corruption) and
others), which
in the annual
sustainability report and annual report.
is disclosed
2. Through public commitment,
information
dissemination and education, the Company
deepens
its management philosophy of
integrity and creates a corporate culture of
integrity from top to bottom. In 2023, we
offered directors courses related to ethical
management to sharpen their professional
knowledge and skills, and
the
implementation of ethical management
(including
legal
compliance training, we have established a
culture and
good ethical management
strengthened our commitment to ethical
practices.
anti-corruption)
through
and
3.
Status
of
reporting mechanism
the
Company's
(I) Has the Company established
concrete reporting and rewards
set up convenient
systems,
reporting
and
appointed
appropriate,
any
dedicated staffer to deal with the
person who has been reported?
channels
Yes
(I)
3. In 2023, we conducted internal training courses
on topics such as ethical management, patent
education and the TIPS system. The total
number of participants who completed the
training on ethical management (including anti-
corruption), trade secret, and
intellectual
property rights (including TIPS) reached 1,353,
1,146, and 1,083 respectively. For external
promotion, we invited 186 major suppliers to
participate in the training.
The Company's website provides a "Reporting
Violations of Ethical Management Practices and
Sexual Harassment" area, which allows people to
file complaints about violations against ethical
management practices, which the Independent
Director may receive in real time. There is also a
"company mailbox" on the employee portal
website, providing
and external
personnel with a means to file complaints. The
Auditing Office is responsible for handling related
recommendations and violations. If the violations
are verified, disciplinary action shall be taken in
accordance with the Company's regulations.
internal
In
line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
Yes
(II) Has the Company established
standard operating procedures
for investigation of, the follow-up
steps after the investigation of,
and
information
confidentiality mechanisms for,
complaints?
related
(II) The Company has formulated the Measures for
Stakeholder Recommendations and Complaints
and Operational Rules for Event Investigations.
Therefore, we have formulated the operational
procedure for investigation and the handling
system, whereby the identity as well as data of
86
Implementation status
Assessment items
Yes No
Summary
(III) Has the company adopted any
measure to protect the informers
inappropriately
lest
treated?
they be
Yes
Yes
4. Improved Information Disclosure
Has the Company disclosed the
content of its Ethical Corporate
Management
Practice
Principles as well as related
implementation results on
its
website and the MOPS?
Best
those complainants, whistleblowers, or other
relevant parties will be protected.
(III) All reported cases are filed under the classified
category, with a case opened to handle the issue.
In addition, dedicated personnel are appointed to
handling related tasks and issues in order to
ensure the privacy of reporter and avoid unfair
revenge or treatment.
also
discloses
information;
The Company has established a Corporate Governance
page on its website to disclose its ethical management-
related
the
it
implementation status and execution results of its
ethical management practice
annual
sustainability report and also the Company's Ethical
Corporate Management Best Practice Principles,
Procedures for Ethical Management and Guidelines for
Conduct, and Ethical Conduct Guidelines for Directors
of the Board and Managerial Officers on the MOPS.
the
in
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
In
line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
5.
If the company has established its ethical corporate management principles in accordance with the "Ethical
Corporate Management Best Practice Principles for TWSE- and TPEx-listed Companies", please state the difference
between such principles and implementation: In line with the "Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies."
6. Other key information useful for explaining the status of the implementation of honest business practices: (Such as
the status of the Company's efforts to review and correct its Ethical Corporate Management Best Practice Principles):
In order to encourage R&D, protect technology and R&D achievements, optimize processes, promote product
innovation, upgrade and smart manufacturing through the intellectual property rights system, thereby achieving a
high-value transformation strategy for the Company's growth, we introduced the Taiwan Intellectual Property
Management System (TIPS) and passed the certification in 2020. Later in 2021, we passed and received the Taiwan
Intellectual Property Management System (TIPS Class A) recertification. In 2023, we passed TIPS Level A recertification
for the third time. This certificate will be valid until December 31, 2025. In 2023, in response to organizational
adjustments, the Procurement Management Center will be incorporated into the scope of execution of the TIPS
intellectual property management system. Additionally, we have formulated plans in place for the management
system and system design of trade secrets, integrating the systematic electronic document confidentiality labeling
introduced in 2022 to gradually enhance the strength of confidential information protection. Following the TIPS
standards, the intellectual property management policy and its objectives for the year are established, and the
implementation status and annual plan were reported to the Board of Directors on November 3, 2023. (Note 1)
Note 1: The operation of the Company's intellectual property rights management:
https://www.walsin.com/investors/corporate-governance/#pills-information-security
(7)
If the company has formulated corporate governance principles as well as other related regulations,
it should disclose how they can be looked up: For the Company's corporate governance principles as
well as relative regulations, please visit on our Company website:
https://www.walsin.com/investors/corporate-governance/#pills-major-internal-policies.
87
Corporate Governance Report
(8) Other important information helpful for improving understanding of the governance of the company:
1. Further education on themes encompassing corporate governance the Company's Directors have received in
2023:
Title
Name
Training Date
From
To
Organizer
Course Title
As of December 31, 2023
Training Hours
Total in
2023
On this
date
Chairman
Yu-Lon
Chiao
Vice
Chairman
Patricia
Chiao
Director
Yu-
Cheng
Chiao
2023/05/05
2023/05/05
2023/10/20
2023/10/20
2023/05/05
2023/05/05
2023/10/13
2023/10/13
2023/02/23
2023/02/23
2023/07/13
2023/07/13
2023/07/13
2023/07/13
Taiwan Corporate
Governance Association
Securities and Futures
Institute
Taiwan Corporate
Governance Association
Securities and Futures
Institute
Taiwan Corporate
Governance Association
Taiwan Corporate
Governance Association
Taiwan Corporate
Governance Association
2023/10/26
2023/10/26
Taiwan
Governance Association
Corporate
2023/10/26
2023/10/26
Taiwan
Governance Association
Corporate
2023/05/05
2023/05/05
Taiwan Corporate Governance
Association
2023/11/03
2023/11/03
Director
Yu-Heng
Chiao
2023/11/06
2023/11/06
2023/11/06
2023/11/06
2023/11/06
2023/11/06
Securities and Futures
Institute
Securities and Futures
Institute
Securities and Futures
Institute
Securities and Futures
Institute
Director
Yu-Chi
Chiao
Director
Andrew
Hsia
Represent
ative of
Corporate
Director
Li-Chin
Ku
2023/06/17
2023/06/17 Taipei Foundation of Finance
2023/09/04
2023/09/04
2023/10/13
2023/10/13
2023/11/22
2023/11/22
2023/10/20
2023/10/20
2023/11/06
2023/11/06
2023/11/06
2023/11/06
2023/11/06
2023/11/06
2023/03/10
2023/03/10
2023/03/16
2023/03/16
Financial Supervisory
Commission
Securities and Futures
Institute
Securities and Futures
Institute
Securities and Futures
Institute
Securities and Futures
Institute
Securities and Futures
Institute
Securities and Futures
Institute
Taiwan Corporate
Governance Association
Center for Financial Law and
Crime Prevention
New Trends and Prospects of Global Politics and
Economics: China-US Rivalry and Cross-Strait Relations
2023 Insider Trading Prevention Seminar
New Trends and Prospects of Global Politics and
Economics: China-US Rivalry and Cross-Strait Relations
2023 Insider Trading Prevention Seminar
and
Inclusion
in Amazon; AI Smart Operation
Lesson Learned
Management and Its Application
(2050 carbon neutrality) Starting from the Baoshan
Plan; The Political and Economic Situation and Finance
under the Development of Global Multipolarization
to Connect with Local
Using Policy Resources
Communities to Achieve CSR; International Net-Zero
New Technology Development and Challenges
Geopolitical Risks, Regional Economic Resilience and
the Wrestling of Various Strategic Policies
Cultural
in
Contemporary Architecture; The Development and
Implications of the
International Carbon Border
Adjustment Mechanism
New Trends and Prospects of Global Politics and
Economics: China-US Rivalry and Cross-Strait Relations
TWSE/TPEx Listed Companies -
into the
Market and Towards Corporate
Derivatives
Sustainability Seminar
The Understanding of the Directors and Senior
Executives of the TWSE/TPEx Listed Companies on the
Current Supervision of the Competent Authorities
The Technological Development and Application
Opportunities of the Chatbot, ChatGPT
Innovation
Insight
Social
Responding to the New Situations in the World
Corporate Governance - ESG Sustainability Project
Workshop - Supply Chain Integration
The 14th Taipei Corporate Governance Forum
2023 Insider Trading Prevention Seminar
2023 Annual Insider Trading Compliance and Education
Seminar
2023 Insider Trading Prevention Seminar
The Technological Development and Application
Opportunities of the Chatbot, ChatGPT
Responding to the New Situations in the World
The Understanding of the Directors and Senior
Executives of the TWSE/TPEx Listed Companies on the
Current Supervision of the Competent Authorities
The Bizarre Global Economic Situations in 2023
Promotion of Anti-Money Laundering and Counter-
Terrorism Financing Practices and Directors' Legal
Obligations and Responsibilities
Independ
ent
Director
Ming-
Ling
Hsueh
2023/05/18
2023/05/25
2023/07/27
2023/09/01
2023/09/07
2023/10/13
2023/12/28
88
2023/05/25
2023/09/01
2023/07/27
Taiwan Corporate
Governance Association
Taiwan Corporate Governance
Association
Taiwan Corporate Governance
Association
2023/05/18 Taiwan Securities Association Financial Consumer Protection Act and Fair Treatment
Driving ESG from Strengthening the Board of Directors
- Case Study of the Connection between Senior
Executive Compensation and ESG Performance
The Role Financial Decision-Making Plays in Business
Operations
Performing the Professional Functions of Independent
Directors with Profit-Seeking Thinking
Assistance and
Security
Innovation
Trends in and Risk Management of Digital Technologies
and Artificial Intelligence
Wangdao Management Accounting and Corporate
Governance
Taiwan Corporate Governance
Association
Taiwan Corporate Governance
Association
Impact of Emerging
for/on
2023/09/07 Taiwan Securities Association
Information
Financial Digital
Technologies
2023/10/13
2023/12/28
6
6
13.5
12
12
6
9
17
3
3
3
3
3
3
3
1.5
3
3
3
3
1.5
1.5
6
6
3
3
3
1.5
1.5
3
1
3
3
1
1
1
3
3
1
Title
Name
Training Date
From
To
Organizer
Course Title
Training Hours
Total in
2023
On this
date
Independ
ent
Director
Fu-
Hsiung
Hu
Independ
ent
Director
Tyzz-Jiun
Duh
Independ
ent
Director
Wei-
Chuan
Gao
2023/05/03
2023/05/03
2023/05/05
2023/05/05
2023/08/21
2023/08/21
Taiwan Corporate Governance
Association
Taiwan Corporate Governance
Association
Taiwan Corporate Governance
Association
2023/09/28
2023/09/28
Securities and Futures
Institute
2023/10/13
2023/10/13
2023/11/01
2023/11/01
2023/10/13
2023/10/13
2023/10/17
2023/10/17
2023/10/24
2023/10/24
2023/06/02
2023/06/02
112/07/14
112/07/14
2023/07/18
2023/07/18
Securities and Futures
Institute
Taiwan Corporate
Governance Association
Securities and Futures
Institute
Foundation of the Taipei
Foundation of Finance
Taiwan Corporate Governance
Association
Securities and Futures
Institute
Chines National Association
of Industry and Commerce,
Taiwan
Chines National Association
of Industry and Commerce,
Taiwan
2023/08/07
2023/08/07 Taipei Foundation of Finance
Corporate Governance Countermeasures from the
Perspective of Technology Trends and Information
Security Incidents
New Trends and Prospects of Global Politics and
Economics: China-US Rivalry and Cross-Strait Relations
Anit-Money
Risk
Management
Opportunities and Challenges for the Transformation of
Taiwan's Industry under the Geopolitics - Exclusive
Analysis of PMI/NMI
Carbon
Management Applications
Trading Mechanism
Laundering
Enterprise
Enterprise
and
and
Ethical Management and Fair Treatment
How Can Directors Supervise the Company's Enterprise
Risk Management and Crisis MANAGEMENT
Corporate Governance - Principle of Fair Treatment in
the Financial Services Industry
Information Security Governance and Strategy,
Geopolitics, and Information Security Risks
2023 Insider Trading Prevention Seminar
Trade Secret Litigation Practice, Non-Compete Clauses
and Cases
Mission under
Responsible Innovation
the Craze: Generative AI and
Corporate Governance - Sustainable Governance -
Sustainable Development and Sustainable Governance
Trends
Taipei Foundation of Finance Corporate Governance - Sustainable Environment
Carbon Management - Low-Carbon Transformation
Path Planning - Carbon Inventory
Taipei Foundation of Finance Corporate Governance - Low-carbon Transition Path
Planning - Carbon Credits and Carbon Pricing
2023/09/04
2023/09/04
2023/09/18
2023/09/18
2023/07/11
2023/07/11
2023/08/02
2023/08/02
2023/10/11
2023/10/11
2023/10/23
2023/10/23
2023/10/23
2023/10/23
2023/11/16
2023/11/16
2023/11/21
2023/11/21
[CPA Training]
Seminar approved by CPA
Associations R.O.C. (Taiwan)
[CPA Training]
Seminar approved by CPA
Associations R.O.C. (Taiwan)
[CPA Training]
Seminar of CPA Associations
R.O.C. (Taiwan)
[CPA Training]
Seminar of CPA Associations
R.O.C. (Taiwan)
[CPA Training]
Seminar of CPA Associations
R.O.C. (Taiwan)
[CPA Training]
Seminar approved by CPA
Associations R.O.C. (Taiwan)
[CPA Training]
Seminar of CPA Associations
R.O.C. (Taiwan)
Climate-Related Implications for Financial Reports
How to Response to Money Laundering Risk Associated
with Emerging Technologies
Improving Information Security Literacy
Latest Anti-Money Laundering Trends
3
21
Income Taxes on Housing Property Transactions and
House and Land Transactions 2.0
Amendments
Enterprises
to
the Accounting Standards
for
Current ESG Reporting
3
3
3
14
9
18
1
3
2
3
3
2
3
3
3
3
3
3
3
3
3
3
3
3
Post-Period Note: Ms. Patricia Chiao, Vice Chairman, resigned on March 11, 2024.
2. For the attendance of Board meetings by Directors, please refer to "Corporate Governance Report 4. Status of
Corporate Governance."
89
Corporate Governance Report
3. Further education in corporate governance participated by the Company's managers (including President, Vice
President, Managers of BUs, Accounting head, Finance head, etc.) in 2023:
Title
Name
President &
President of
Commercial
Fred Pan
and Real
Estate BG
Training Date
From
To
Organizer
Course Title
2023/02/23 2023/02/23
Taiwan
Corporate
Lesson Learned in Amazon; AI Smart Operation
Governance Association
Management and Its Application
2023/05/05 2023/05/05
Economics: China-US Rivalry and Cross-Strait
3
Taiwan Corporate
New Trends and Prospects of Global Politics and
6
Governance Association
Relations
2023/04/20 2023/04/20
Taiwan
Institute
for
The 29th TCCS Board Meeting and CEO Lecture
Sustainable Energy
Hall
2
As of December 31, 2023
Training Hours
Total in 2023
On this
date
3
Head of
Corporate
Governance
2023/05/05 2023/05/05
Taiwan
Corporate
Governance Association
2023/07/04 2023/07/04 Taiwan Stock Exchange
New Trends and Prospects of Global Politics and
Economics: China-US Rivalry and Cross-Strait
3
Relations
2023 Cathay Sustainable Finance & Climate
Change Summit
Hueiping
Lo
2023/07/13 2023/07/13
2023/10/20 2023/10/20
2023/10/26 2023/10/26
2023/11/22 2023/11/22
Institute
Taiwan
Taiwan
Corporate
The 29th TCCS Board Meeting and CEO Lecture
Governance Association
Hall
Securities
and
Futures
2023 Insider Trading Prevention Seminar
Corporate
The 34th TCCS Board Meeting and CEO Lecture
Governance Association
Hall
Securities
and
Futures
2023 Annual Insider Trading Compliance and
Institute
Education Seminar
21
6
2
3
2
3
Head of
Accounting
Kelly Liu 2023/11/20 2023/11/21
Department
Accounting Research and
Development Foundation
Continuing Education Course for Accounting
Supervisors of Issuers, Securities Firms, and
12
12
Taiwan Stock Exchange
90
(10) Implementation Status of Internal Control System
1. Statement on Internal Control
Walsin Lihwa Corporation
Statement on Internal Control System
Date: February 23, 2024
In 2023, the Company conducted an internal examination in accordance with its Internal Control Regulations
and hereby declares as follows:
1. The Company is aware that it is the Board’s and managers' responsibility to establish, implement and
maintain an internal control system, and the Company has set up such a system. The purpose of the system
is to ensure the effectiveness and efficiency (including profitability, performance and protection of assets)
of the Company's operations, compliance with relevant laws and regulations and that its financial
statements are reliable, up to date and easily accessible.
Internal control systems have their inherent limitations. No matter how well they are designed, an effective
internal control system can only reasonably ensure achievement of the three above objectives. In addition,
an internal control system's effectiveness may change as the environment and circumstances change. The
internal control system of the Company features a self-monitoring mechanism. Once identified, the
Company will take actions to rectify any deficiency.
2.
3. The Company determines whether the design and implementation of its internal control system is effective
by referring to the criteria stated in the Regulations Governing Establishment of Internal Control Systems
by Public Companies (hereinafter the "Regulations"). The Regulations provides measures for judging the
effectiveness of the internal control system. There are five components of an internal control system, as
specified in the Regulations, which are broken down based on the management-control process, namely:
(1) control environment, (2) risk evaluation and responses, (3) control operation, (4) information and
communication and (5) monitoring. Each of the elements in turn contains certain audit items. Refer to the
Regulations for details.
4. The Company uses the above criteria to determine whether the design and implementation of its internal
control system is effective.
5. After an evaluation of the Company's internal control system based on the above criteria, the Company is
of the opinion that, as of December 31, 2023, its internal control system (including supervision and
management of subsidiaries) is effective and therefore can reasonably ensure achievement of the above
objectives, which include awareness of the degree to which operating results and goals are achieved,
compliance with the law and that its financial reporting is reliable, up to date and easily accessible.
6. This statement shall become a principal part of the Company's annual report and prospectus and be made
available to the public. Any illegal misrepresentation or omission relating to the public statement above is
subject to the legal consequences under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.
7. This statement has been approved on February 23, 2024 by the Board, with none of the 11 Directors present
opposing it.
Walsin Lihwa Corporation
Chairman: Yu-Lon Chiao
President: Fred Pan
91
Corporate Governance Report
2. If CPAs are engaged to review the internal control system, their report shall be disclosed: None.
(10) Where the Company and its personnel have been penalized according to the law, or the Company has
penalized its personnel for having violated its internal control system (and if the result of the penalty
is likely to have a material impact on shareholders' interests or the price of securities) as of the day
when the annual report was prepared in the most recent year, the contents of such penalty, major
deficiencies and corrective actions shall be specified: None.
(11) In the most recent year, resolutions passed at the AGM and board meetings, as of the day the annual
report was prepared.
The Company hosted its 2023 AGM on May 19, 2023 at the 1st Floor Multimedia Conference Room, No.15, Alley
168, Xingshan Road, Neihu District, Taipei City. The following decisions, with implementation details, were made
during the meeting:
Matters to Be Ratified, Discussed and Elected
Proposal 1
Subject:
Acknowledgement of the Company's 2022 Business Report and financial statements.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
This important resolution was announced as material information on the day of the shareholders’
meeting.
Proposal 2
Subject:
Acknowledgement of the Company's 2022 Profit Distribution Table.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
June 12, 2023 was the ex-dividend record date and the dividends were paid out on July 6, 2023.
(Cash dividend of $1.8 per share was paid out)
Proposal 3
Subject:
Discussion of the issuance of new common shares for cash to sponsor issuance of global depositary
receipts (GDRs) and/or issuance of new common shares for cash via book building.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
The issuance of 300,000,000 common shares for cash capital increase to sponsor the issuance of
GDRs has been approved for effective registration by the Financial Supervisory Commission dated
June 26, 2023 (Ref. No.: Jin-Guan-Zheng-Fa-Zi-1120345884), with the issuance price of GDRs
equivalent to NT$40.22 per share and the issue date being June 30, 2023.
Proposal 4
Subject:
Proposal to amend the Articles of Incorporation of the Company.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
Changes to the corporate registration card were made in accordance with the law and have been
approved by the Ministry of the Economic Affairs on May 31, 2023 via a letter (Ref. No.: Jin-So-
Shang-Zi-11230094560), and the revised articles were disclosed on our official website.
Proposal 5
Subject:
Amendments to the Company's Procedures for Lending Funds to Other Parties.
92
Resolution:
According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
Relevant operations were handled in accordance with the amended procedures and the revised
articles were disclosed on the Market Observation Post System (MOPS) website and our official
website.
Proposal 6
Subject:
Amendments to the Company's Derivatives Trading Procedures.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
Relevant operations were handled in accordance with the amended procedures and the revised
articles were disclosed on our official website.
Proposal 7
Subject:
Election
Results:
Election of the Board of Directors of the 20th term of the Company
Directors: Yu-Lon Chiao, Patricia Chiao, Yu-Cheng Chiao, Yu-Heng Chiao, Yu-Chi Chiao, Andrew Hsia,
and Chin-Xin Investment Co., Ltd., a total of 7 persons.
Independent Directors: Ming-Ling Hsueh, Fu-Hsiung Hu, Tyzz-Jiun Duh, and Wei-Chuan Gao, a total
of 4 persons.
Execution:
The election results were announced as material information on the day of the shareholders'
meeting, and the registration of the change of directors was approved by the Ministry of Economic
Affairs on May 31, 2023 by the letter (Ref. No.: Jin-So-Shang-Zi-11230094560).
Proposal 8
Subject:
Proposal to lift the non-compete ban on directors imposed by Article 209 of the Company Act.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Execution:
The announcement of material information was completed on the day of the shareholders'
meeting.
Important resolutions adopted by 2023 Board meetings as of the day of this annual report
2023/01/10 (22nd meeting of the 19th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Acknowledgement of the Company’s endorsement and guarantee for its subsidiary, Borrego
Energy, LLC.
Proposal passed.
Proposal to approve the Company's 2023 annual business plan.
Proposal passed.
Evaluation of the independence and qualification of the Company's CPAs and the quality of the CPA
firm's audit for each case, as well as the annual compensation payable to the CPA firm.
Proposal passed.
Yantai Walsin Stainless Steel Co., Ltd. intends to update its investment plan and amount for its hot
rolling plant and cold finished bar plant due to its investment in automated equipment.
Proposal passed.
Amendments to certain articles of the Company’s Board of Directors Meeting Regulations.
Proposal passed.
Amendments to the Company's Derivatives Trading Procedures.
Proposal passed.
93
Corporate Governance Report
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Recusal:
Proposal to Amendments to the Company's Procedures for Lending Funds to Other Parties.
Proposal passed.
Proposal to approve the loan of funds by Walsin International Investment Co., Ltd. to the Company
and those between the subsidiaries in China, in a total amount of US$1 billion and RMB1.48 billion
respectively.
Proposal passed.
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
Proposal to review managers' performance evaluation as well as bonuses and compensation for
2022.
Proposal passed.
Proposal for the distribution of the performance bonus for Chairman and Vice Chairman for 2022.
Proposal passed.
Yu-Lon Chiao and Patricia Chiao.
Distribution of remuneration to directors and employees (including managerial officers) for 2022.
2023/02/24 (23rd meeting of the 19th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Proposal passed.
Proposal to approve the 2022 Profit Distribution Table.
Proposal passed.
Proposal to approve the 2022 Internal Control System Statement.
Proposal passed.
Amendments to certain provisions of the Company's Article of Incorporation.
Proposal passed.
The Company and its subsidiary, Walsin Energy Cable System Co., Ltd., intends to enter into a joint
venture agreement, a technical service agreement, and a technology license agreement with NKT
HV Cables AB (based in Sweden), a wholly-owned subsidiary of NKT Cables Group A/S (based in
Denmark).
Proposal passed.
The Company intends to participate in the capital injection into its subsidiary, Walsin Energy Cable
System Co., Ltd., in the amount of NT$2,699 million.
Proposal passed.
PT. Sunny Metal Industry intends to upgrade its cold nickel production lines at PT. Indonesia Weda
Bay Industrial Park, with a proposed investment amount of USD 93 million.
Proposal passed.
Yantai Walsin Stainless Steel Co., Ltd. intends to invest RMB178 million in the purchase of housing
for experts and talents to meet operational needs.
Proposal passed.
Proposal to issue domestic straight corporate bonds within the amount of NT$10 billion.
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to lend US$175,750,000 to PT. Sunny Metal Industry under a
non-revolving line of credit.
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to lend US$27,500,000 to PT. Westrong Metal Industry under
a non-revolving line of credit.
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Proposal passed.
94
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Recusal:
Important
Resolution:
Result:
Important
Resolution:
Result:
Borrego Energy, LLC, a U.S. subsidiary of the Company, intends to sell the business of its solar energy
and its energy storage, procurement, and trading platform departments.
Proposal passed.
Amendments to certain provisions of the Company's internal control system.
Proposal passed.
Amendments to the Company's Sustainable Development Practice Principles.
Proposal passed.
Amendments to the Company's Corporate Governance Best Practice Principles.
Proposal passed.
Proposal to nominate the candidates for the Directors of the Company of the 20th term.
Proposal passed.
Proposal to lift the non-compete ban on directors imposed by Article 209 of the Company Act.
Proposal passed.
The parties have recused themselves according to their conflicts of interest.
Proposal to hold the Company's 2023 Annual General Meeting of Shareholders through video
conferencing.
Proposal passed.
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
2023/03/24 (24th meeting of the 19th term)
Important
Resolution:
Result:
Proposal for a capital injection through an offering of global depositary receipts (GDRs) by issuing
new common shares and/or a capital injection by issuing new common shares.
The proposal has been amended to "Proposal for a capital injection through an offering of global
depositary receipts (GDRs) by issuing new common shares and/or a capital injection by issuing new
common shares through book-building." The amended proposal was passed after the Chairman
consulted all directors present on whether to approve the same.
Proposal to add items to the agenda of the Company's 2023 Annual General Meeting of
Shareholders.
Proposal passed.
Proposal to carry out a capital injection into a wholly-owned subsidiary of the Company, Walsin
Singapore Pte. Ltd., for an amount of USD 45 million.
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to lend US$90,000,000 to PT. Westrong Metal Industry under
a non-revolving line of credit.
Proposal passed.
Walsin International Investments Limited proposes to lend USD 75 million to PT. Sunny Metal
Industry under a non-revolving line of credit.
Proposal passed.
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
2023/05/05 (25th meeting of the 19th term)
Important
Resolution:
In order to develop its submarine cable business, Walsin Energy Cable System Co., Ltd., a subsidiary
of the Company, proposes to acquire the joint right of use for the Kaohsiung Port A6-A land from
the Company.
Proposal passed.
Result:
95
Corporate Governance Report
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
For the purpose of developing its submarine cable business, Walsin Energy Cable System Co., Ltd.,
a subsidiary of the Company, proposes an investment of NT$10.7 billion in the establishment of a
submarine cable production plant and equipment.
Proposal passed.
The Italian subsidiary of the Company, Cogne Acciai Speciali S.p.A., in which the Company indirectly
holds a 70% equity, proposes to acquire 100% equity of Special Melted Products Limited (based in
the UK) for the needs of business development.
Proposal passed.
In response to the business development capital requirements of Cogne Acciai Speciali S.p.A.
("CAS"), in which the Company indirectly holds a 70% equity, the Company proposes to invest in
CAS up to EUR 140 million according to its shareholding ratio, and under the shareholding structure,
to first inject capital into the subsidiary Walsin Lihwa Europe S.a r.l., and then through its subsidiary
MEG S.A., to inject capital into CAS in cash.
Proposal passed.
2023/05/19 (1st meeting of the 20th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Recusal:
Important
Resolution:
Result:
Recusal:
Important
Resolution:
Result:
Recusal:
Important
Resolution:
Result:
Recusal:
Request for the Board of Directors to elect the Chairman and Vice Chairman of the Board of
Directors of the Company.
Proposal passed.
Proposal for the appointment of members to the Nomination Committee of the Company of the
second term.
Proposal passed.
Yu-Lon Chiao, Ming-Ling Hsueh, Fu-Hsiung Hu, Tyzz-Jiun Duh, and Wei-Chuan Gao
Request for the Board of Directors to recommend a Convener for the Audit Committee of the third
term.
Proposal passed.
Fu-Hsiung Hu
Proposal for the appointment of members and the recommendation of a Convener for the
Compensation Committee of the Company of the fifth term.
Proposal passed.
Ming-Ling Hsueh, Fu-Hsiung Hu, Tyzz-Jiun Duh, and Wei-Chuan Gao
Proposal for the appointment of members and the recommendation of a Convener for the
Sustainable Development Committee of the Company of the third term.
Proposal passed.
Yu-Lon Chiao, Patricia Chiao, Ming-Ling Hsueh, Fu-Hsiung Hu, Tyzz-Jiun Duh, and Wei-Chuan Gao
2023/05/29 (2nd meeting of the 20th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Proposal for a capital injection through an offering of global depositary receipts (GDRs) by issuing
new common shares.
Proposal passed.
PT. Sunny Metal Industry in Indonesia and Walsin Singapore Pte. Ltd. propose to lend
US$75,000,000 to PT. Westrong Metal Industry under a non-revolving line of credit.
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to extend a non-revolving loan facility totaling USD 20.5 million
to Innovation West Mantewe Pte. Ltd.
Proposal passed.
2023/08/11 (3rd meeting of the 20th term)
Important
Resolution:
For the development of its submarine cable business, Walsin Energy Cable System Co., Ltd., a
subsidiary of the Company, obtained the joint use right of the land at Kaohsiung Port A62 from the
Company on October 26, 2023, due to the need for plant operation. Please ratify the same.
Ratification passed.
The Italian subsidiary of the Company, Cogne Acciai Speciali S.p.A., proposes to finance its Swedish
subsidiary, Degerfors Long Products AB, with a non-revolving credit facility of EUR 10 million.
Proposal passed.
Result:
Important
Resolution:
Result:
96
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
The Italian subsidiary of the Company, Cogne Acciai Speciali S.p.A., proposes to finance Special
Melted Products Limited (based in the United Kingdom) with a non-revolving credit facility of ERU
12 million.
Proposal passed.
A wholly-owned subsidiary of the Company, Walsin Singapore Pte. Ltd., proposes to dispose of its
equity of Indonesian PT. Westrong Metal Industry.
Proposal passed.
A wholly-owned subsidiary of the Company, Walsin Singapore Pte. Ltd., proposes to acquire 75% of
the shares of Berg Holding Limited (Hong Kong).
Proposal passed.
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
In response to its capital expenditure needs, Yantai Walsin Stainless Steel Co., Ltd., a subsidiary of
the Company in mainland China, proposes to apply for a mid-term loan from financial institutions,
for which the Company will provide an endorsement and guarantee.
Proposal passed.
In response to the Company's increase in equity of the Indonesian subsidiary PT. Sunny Metal
Industry ("Sunny"), it is proposed to finance Sunny with a loan of USD 70 million from Walsin
Singapore Pte. Ltd. ("WLS") and to cancel the limits of loans totaling USD 61.09 million provided by
WLS to PT. Walhsu Metal Industry (Indonesia) and PT. Westrong Metal Industry (Indonesia).
Proposal passed.
Proposal to amend the Company’s internal control system.
Proposal passed.
Walsin (China) Investment Co., Ltd., a subsidiary of the Company, proposes to finance Hangzhou
Walsin Power Cable Co., Ltd. with a non-revolving credit facility of RMB 80 million.
Proposal passed.
2023/11/03 (4th meeting of the 20th term)
Important
Resolution:
For the development of its submarine cable business, Walsin Energy Cable System Co., Ltd., a
subsidiary of the Company, obtained the joint use right of the land at Kaohsiung Port A62 from the
Company on October 26, 2023, due to the need for plant operation. Please ratify the same.
Ratification passed.
To develop its submarine cable business, Walsin Energy Cable System Co., Ltd., a subsidiary of the
Company, proposes that the Company enter into a lease and port facility operation agreement with
Taiwan International Ports Corporation, Ltd., Kaohsiung Branch for the A6 Port and its rear space
at Kaohsiung Port.
Proposal passed.
Formulation of the Company's Procedures for Governing Financial and Business Matters Between
this Corporation and its Related Parties.
Proposal passed.
Proposal to change the position of Chief Accounting Officer and Manager.
Proposal passed.
Proposal to participate in the subscription for new shares issued through a cash capital increase in
2023 by Winbond Electronics Corporation.
Proposal passed.
Yu-Lon Chiao, Patricia Chiao, Yu-Cheng Chiao, Yu-Heng Chiao, and Yu-Chi Chiao
Proposal for Jiangyin Walsin Steel Cable Co., Ltd., a subsidiary of the Company, to sell its factories
and office premises to another subsidiary of the Company, Jiangyin Walsin Specialty Alloy Materials
Co., Ltd., for a transaction price of RMB 62,190,000.
Proposal passed.
Proposal to extend a non-revolving credit facility totaling US$50,000,000 to a U.S. subsidiary of the
Company, Borrego Energy Holdings, LLC, and its subsidiary, Borrego Energy, LLC.
97
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Recusal:
Important
Resolution:
Result:
Important
Resolution:
Corporate Governance Report
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Proposal passed.
Walsin Info-Electric Corp., a subsidiary of the Company, proposes to extend a non-revolving credit
facility of NT$100,000,000 to the Company.
Proposal passed.
Walsin (China) Investment Co., Ltd., a subsidiary of the Company, proposes to extend a non-
revolving credit facility of RMB 190,000,000 to XiAn Walsin Metal Product Co., Ltd.
Proposal passed.
A wholly-owned subsidiary of the Company, Walsin Singapore Pte. Ltd., proposes to lend funds to
its Indonesian subsidiary, PT. Sunny Metal Industry, under a non-revolving line of US$75 million.
Proposal passed.
Cogne Acciai Speciali S.p.A., an Italian subsidiary of the Company, proposes to provide an
endorsement and guarantee for its Swedish subsidiary, Degerfors Long Products AB.
Proposal passed.
Cogne Acciai Speciali S.p.A., an Italian subsidiary of the Company, proposes to extend a non-
revolving credit facility of GBP 1,920,000 to its UK subsidiary, Special Melted Products Limited.
Proposal passed.
2023/12/13 (5th meeting of the 20th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Dongguan Walsin Wire & Cable Co., Ltd., a subsidiary of the Company, proposes to acquire a 60%
equity interest in Hangzhou Walsin Power Cable Co., Ltd.
Proposal passed.
Walsin (China) Investment Co., Ltd., a subsidiary of the Company, proposes to finance Hangzhou
Walsin Power Cable Co., Ltd. with a revolving credit facility of RMB 80 million.
Proposal passed.
2024/01/26 (6th meeting of the 20th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Proposal to approve the Company's 2024 annual business plan.
Proposal passed.
Evaluation of the independence and qualification of the Company's CPAs and the quality of the CPA
firm's audit for each case, as well as the annual compensation payable to the CPA firm.
Proposal passed.
In order to expand the production capacity of high-voltage cables in Hsinchuang Plant, improve the
voltage level of testing equipment, and expand business, the Company's Wire and Cable Business
Group plans to add testing and production equipment.
Proposal passed.
Proposal to update the investment plan and investment amount of submarine cable production
plant and equipment set up by Walsin Energy Cable System Co., Ltd., a subsidiary of the Company.
Proposal passed.
Cogne Acciai Speciali S.p.A., the Company's Italian subsidiary, intends to acquire 65% of the shares
of Com. Steel Inox S.p.A. (Italy).
Proposal passed.
PT. Walsin Nickel Industrial Indonesia intends to lend the funds to the Company and its Singapore
subsidiary, Walsin Singapore Pte. Ltd. in the total amount of US$100 million.
Proposal passed.
Walsin International Investments Limited, a subsidiary of the Company in Hong Kong, intends to
lend the Company US$200 million, and lend Walsin (China) Investment Co., Ltd., the Company's
subsidiary in China, US$320 million (or the equivalent of RMB2.22 billion) and RMB1.78 billion.
Proposal passed.
Amendments to the Company's Risk Management Policy and Procedures.
Proposal passed.
Amendments to the Company’s Board of Directors Meeting Regulations.
Proposal passed.
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
98
Important
Resolution:
Result:
Important
Resolution:
Result:
Recusal:
Proposal to review managers' performance evaluation as well as bonuses and compensation for
2023.
Proposal passed.
Proposal for the distribution of the performance bonus for Chairman and Vice Chairman for 2023.
Proposal passed.
Yu-Lon Chiao and Patricia Chiao
2024/02/19 (7th meeting of the 20th term)
Important
Resolution:
Result:
Cogne Acciai Speciali S.p.A., the Company's Italian subsidiary, intends to acquire 100% equity
interest in Mannesmann Stainless Tubes GmbH (based in Germany).
Proposal passed.
Distribution of remuneration to directors and employees (including managerial officers) for 2023.
2024/02/23 (8th meeting of the 20th term)
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Proposal passed.
Proposal to approve the 2023 Profit Distribution Table.
Proposal passed.
Proposal to approve the 2023 Internal Control System Statement.
Proposal passed.
Amendments to certain provisions of the Company's internal control system.
Proposal passed.
PT. Sunny Metal Industry and PT. Walsin Nickel Industrial Indonesia, the Indonesian subsidiaries of
the Company, intend to inject capital into their Indonesian subsidiaries, PT. Walhsu Metal Industry,
to support the construction of their high-grade nickel matte production line.
Proposal passed.
Amendments to the Company's Article of Incorporation.
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Important
Resolution:
Result:
Recusal:
Proposal passed.
Proposal to issue domestic straight corporate bonds.
Proposal passed.
Walsin Energy Cable System Co., Ltd., a subsidiary of the Company, intends to request the Company
to provide endorsement and guarantee to the financial institutions for loans in response to the
capital needs for the construction of the plant.
Proposal passed.
Walsin Singapore Pte. Ltd. proposes to lend US$175,750,000 to PT. Sunny Metal Industry under a
non-revolving line of credit.
Proposal passed.
Amendments to the Company's Audit Committee Charter.
Proposal passed.
Amendments to the Company's Sustainable Development Committee Charter.
Proposal passed.
Proposal to lift the non-compete ban on directors imposed by Article 209 of the Company Act.
Proposal passed.
Wei-Chuan Gao.
99
Corporate Governance Report
Important
Resolution:
Result:
Important
Resolution:
Result:
Proposal to hold the Company's 2024 Annual General Meeting of Shareholders through video
conferencing.
Proposal passed.
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
2024/03/11(9th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to elect one director of the Company and to add items to the agenda of the Company's
2024 Annual General Meeting of Shareholders.
Proposal passed.
(12)
(13)
In the most recent year, as of the day the annual report was prepared, directors held different opinions
(on record or with written statement) about important resolutions passed at Board meetings and the
major contents are: None.
In the most recent year, as of the day the annual report was prepared, any of Chairman, President,
accounting manager, financial manager, internal audit manager, corporate governance manager and
R&D manager resigned or was discharged:
Title
Name
Onboarding Date
Dismissal Date
March 20, 2024
Reasons for
Resignation or
Dismissal
Accounting
Manager
Vice Chairman
Richard Wu
2018/03/01
2023/11/03
Position transfer
Patricia Chiao
1981/06/01
2024/03/11
Resignation
5. Information on CPAs' fees
CPA Firm
CPA Audit Period Audit Fee
Non-Audit
Fee
Total
Remarks
Deloitte
Taiwan
Wen-Yea
Shyu and
Ko-
Chang
Wu
2023/01/01~
2023/12/31
NT$20,410 NT$25,412 NT$45,822
The non-audit fees were mainly for
taxation compliance, advice on, tax
analysis
and due diligence of
investment projects, consultation and
assurance of sustainability reports,
and issuance of GDRs.
(I) Change of CPA firm and the audit fees paid in the year of the change are less than those paid in the
previous year: Not applicable.
(II) Audit fees paid in the current year are at least 10% less than those paid in the previous year: Not
applicable.
6. Information on the replacement of CPAs: None.
7. Chairman, President, or managers responsible for financial or accounting affairs who worked for
the firm to which the certifying CPA belongs or its affiliate in the most recent year: None.
100
8. Transfer and pledge of shares of the directors, managers and shareholders holding more than 10%
of the company's shares
(I) Changes to the shares of the directors, managers and shareholders holding more than 10% of the
company's shares:
Title
Name
Chairman
Vice Chairman
Director
Director
Director
Director
Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Yu-Lon Chiao
Patricia Chiao (Note 5)
Yu-Cheng Chiao
Yu-Heng Chiao
Yu-Chi Chiao (Note 1)
Andrew Hsia
Wei-Shin Ma (Note 2)
Chin-Xin Investment Co.,
Ltd.
Representative: Li-Chin
Ku (Note 1)
Representative: Pei-
Ming Chen (Note 2)
Ming-Ling Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh (Note 1)
Wei-Chuan Gau (Note 1)
King-Ling Du (Note 2)
Shiang-Chung Chen
(Note 2)
Fred Pan
2023
No. of shares
held
Increase
(decrease)
0
0
0
0
650,000
0
0
Shares pledged
Increase
(decrease)
0
0
0
0
0
0
0
Current fiscal year up
to March 19, 2024
Shares
No. of
pledged
shares held
Increase
Increase
(decrease)
(decrease)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
603,000
(33,000,000)
0 33,000,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
C.C. Chen
(114,804)
(500,000)
(216,000)
Jin-Renn Leu
President and Senior General
Manager of Real Estate BG
Executive Vice President & Vice
President of Finance
President of Insulated Wire &
Cable BG
President of Stainless Steel BG
President of Commodity BG
Head of Corporate Governance Hueiping Lo
Head of Accounting Dept.
Head of Accounting Dept.
Shareholders holding over 10%
of outstanding shares
Note 1: From May 19, 2023, new directors were re-elected, with equity changes calculated from that date.
Note 2: They were dismissed upon the expiration of their term on May 19, 2023, with equity changes calculated up to
(100,000)
(151,000)
(140,000)
(324,000)
0
(100,000)
0
0
0
0
Richard Wu (Note 3)
Kelly Liu (Note 4)
Kevin Niu
Josh Chia
0
0
0
0
0
None
0
0
0
0
0
0
0
0
0
0
0
-
-
-
-
that date.
Note 3: From November 3, 2023, adjustments were made to his position, with equity changes calculated up to that
date.
Note 4: From November 3, 2023, she was newly appointed, with equity changes calculated from that date.
Note 5: She resigned on March 11, 2024, with equity changes calculated up to that date.
101
Corporate Governance Report
(2)
Information on change in the number of shares retained:
Name
Reason for
Share Transfer
Transaction
Date
Counterparty
Relationship between the
Counterparty and the Company, its
Directors, Managerial Officers and
Shareholders Holding More Than
10% of the Shares
March 19, 2024
No. of Shares
Transaction
Price
Yu-Chi
Chiao
Acquisition:
Gift
2023/6/8 Tzu-Han Chiao
Son
650,000
NT$45
(3) Information on Share Pledges: None.
9.
Information on relationships amongst the top ten shareholders and their relationships with
spouses or relatives within the second degree of kinship
March 19, 2024
Shares Held Themselves
Shares Held by Spouse and
Underage Children
Shares Held Under
Name of Others
Name
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
Chin-Xin
Investment Co.,
Ltd.
248,002,375
6.15%
-
-
-
-
Chin-Xin
Investment Co.,
Ltd.
Representative:
Yu-Cheng Chiao
41,001,551
1.02%
19,502,428
0.48%
-
-
Remark
-
-
Name and relationships of
related parties to top ten
shareholders (spouse and
relatives within the second
degree) (Note 1)
Name
Relationship
Winbond
Electronics
Corporation
Patricia
Chiao
Huali
Investment
Co., Ltd.
Yu-Heng
Chiao
Winbond
Electronics
Corporation
Patricia
Chiao
Huali
Investment
Co., Ltd.
Yu-Heng
Chiao
Its chairman is the
same as the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
He is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is the
same as the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
He is a second-
degree relative of
the chairman of said
institutional
shareholder
102
Shares Held Themselves
Shares Held by Spouse and
Underage Children
Shares Held Under
Name of Others
Name
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
Name and relationships of
related parties to top ten
shareholders (spouse and
relatives within the second
degree) (Note 1)
Name
Relationship
Remark
Winbond
Electronics
Corporation
247,527,493
6.14%
-
-
-
-
Winbond
Electronics
Corporation
Representative:
Yu-Cheng Chiao
41,001,551
1.02%
19,502,428
0.48%
-
-
Chin-Xin
Investment
Co., Ltd.
Patricia
Chiao
Huali
Investment
Co., Ltd.
Yu-Heng
Chiao
Chin-Xin
Investment
Co., Ltd.
Patricia
Chiao
Huali
Investment
Co., Ltd.
Yu-Heng
Chiao
Its chairman is the
same as the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is the
same as the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
He is a second-
degree relative of
the chairman of said
institutional
shareholder
TECO Electric
and Machinery
Co., Ltd.
Investment
account of LGT
Bank
(Singapore)
under the
custody of
Business
Department of
Standard
Chartered Bank
Rong Chiang
International
Ltd.
Fund Account of
Yuanta Taiwan
High Dividend
ETF
210,332,690
5.22%
183,213,000
4.54%
171,993,651
4.27%
133,328,512
3.31%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 2
-
-
103
Corporate Governance Report
Shares Held Themselves
Shares Held by Spouse and
Underage Children
Shares Held Under
Name of Others
Name
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
Patricia Chiao
109,085,587
2.71%
-
-
-
-
Huali
Investment Co.,
Ltd.
106,994,366
2.65%
-
-
-
-
Huali
Investment Co.,
Ltd.
Representative:
Yu-Chi Chiao
52,285,470
1.30%
244,033
0.01%
-
-
Name and relationships of
related parties to top ten
shareholders (spouse and
relatives within the second
degree) (Note 1)
Name
Relationship
Chin-Xin
Investment
Co., Ltd.
Winbond
Electronics
Corporation
Huali
Investment
Co., Ltd.
Yu-Heng
Chiao
Chin-Xin
Investment
Co., Ltd.
Winbond
Electronics
Corporation
Patricia
Chiao
Yu-Heng
Chiao
Chin-Xin
Investment
Co., Ltd.
Winbond
Electronics
Corporation
Patricia
Chiao
Yu-Heng
Chiao
Its chairman is a
second-degree
relative of said
shareholder
Its chairman is a
second-degree
relative of said
shareholder
Its chairman is a
second-degree
relative of said
shareholder
He is a second-
degree relative of
said shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
He is a second-
degree relative of
the chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
Its chairman is a
second-degree
relative of the
chairman of said
institutional
shareholder
She is a second-
degree relative of
the chairman of said
institutional
shareholder
He is a second-
degree relative of
the chairman of said
institutional
shareholder
Chunghwa Post
Co., Ltd.
76,000,981
1.89%
-
-
-
-
-
-
104
Remark
-
-
-
-
-
-
-
-
-
-
-
-
-
Shares Held Themselves
Shares Held by Spouse and
Underage Children
Shares Held Under
Name of Others
Name
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
No. of
Shares
Shareholding
Ratio
Yu-Heng Chiao 65,343,810
1.62%
4,324,192
0.11%
-
-
Name and relationships of
related parties to top ten
shareholders (spouse and
relatives within the second
degree) (Note 1)
Name
Relationship
Chin-Xin
Investment
Co., Ltd.
Winbond
Electronics
Corporation
Patricia
Chiao
Huali
Investment
Co., Ltd.
Its chairman is a
second-degree
relative of said
shareholder
Its chairman is a
second-degree
relative of said
shareholder
She is a second-
degree relative of
said shareholder
Its chairman is a
second-degree
relative of said
shareholder
Remark
-
-
-
-
Note 1: Disclosure of relationship pursuant to rules indicated on the issuer's financial statement.
Note 2: The shareholder was a foreign fund account and inquiries have been made of its representative with relevant
information requested: None.
Note 3: The shareholding ratios are rounded to the nearest hundredth percent.
105
Corporate Governance Report
10. The number of shares of the same investee held by the Company, its directors, managers and
which the Company controls directly or indirectly, with the aggregate shareholding percentages
Re-Investment Companies
(Note 1)
Investment by the Company
As of December 31, 2023; Units: Shares; %
Investment of directors,
managers or businesses
under their direct or
indirect control
Combined Investment
Walsin Lihwa Holdings Limited
Concord Industries Ltd.
Ace Result Global Limited
Min Maw Precision Industry
Corp.
Hua Tuo Green Resources Co.,
Ltd.
Chin-Cherng Construction Co.
Walsin Info-Electric Corp.
PT. Walsin Lippo Industries
PT. Walsin Lippo Kabel
Joint Success Enterprises Limited
Chin-Xin Investment Co., Ltd
Tsai Yi Corporation
Han-You Venture Capital Co.,
Ltd.
Winbond Electronics
Corporation
Walton Advanced Engineering,
Inc.
Walsin Technology Corporation
PT. Walsin Nickel Industrial
Indonesia
Walsin Precision Technology
Sdn. Bhd.
Walsin Singapore Pte. Ltd.
Walsin Energy Cable System Co.,
Ltd.
Walsin Europe S.a r.l.
PT Walsin Research Innovation
Indonesia
Walsin America, LLC
PT CNGR Walsin New Energy
and Technology Indonesia
Innovation West Mantewe Pte.
Ltd.
PT CNGR Walsin New Mining
Industry Investment Indonesia
Percentage
Number of
shares
Number of
shares
2,730,393
297,498,375
44,739,988
100.00
100.00
100.00
34,837,100
100.00
1,828,287
100.00
529,955,805
29,854,246
10,500
2,999,500
21,344,562
179,468,270
49,831,505
-
99.22
-
99.51
-
70.00
70.00
-
49.05 22,175,438
37.00 64,579,708
33.97 12,070,677
-
-
-
-
-
Percentage
Number of
shares
2,730,393
-
- 297,498,375
44,739,988
-
Percentage
100.00
100.00
100.00
-
-
34,837,100
100.00
1,828,287
100.00
- 529,955,805
29,854,246
-
10,500
-
-
2,999,500
50.95
43,520,000
13.31 244,047,978
61,902,182
8.23
99.22
99.51
70.00
70.00
100.00
50.31
42.20
26,670,699
26.67
1,934,486
1.94
28,605,185
28.61
919,380,016
21.99 403,096,476
9.65 1,322,476,492
31.64
109,628,376
21.17 16,047,253
3.10 125,675,629
24.27
88,902,325
18.30 135,818,629
27.96 224,720,954
46.26
500,000
50.00
420,000
42.00
920,000
92.00
32,178,385
100.00
733,000,000
100.00
270,000,000
90.00
12,000
100.00
-
-
-
-
-
32,178,385
100.00
- 733,000,000
100.00
- 270,000,000
90.00
12,000
100.00
13,930
99.50
70
0.50
14,000
100.00
(Note 2)
100.00
140,651
29.17
40
40.00
22,257
29.17
-
-
-
-
-
-
-
-
(Note 2)
100.00
140,651
29.17
40
40.00
22,257
29.17
Note 1: These are investments by the Company that adopt the equity method of accounting.
Note 2: Walsin America, LLC is a non-stock corporation, with a paid-in capital of USD 81,302,107, which is wholly contributed by the
Company.
106
IV Fundraising Overview
1. The Company’s Capital and Shares
(1) Sources of Share Capital
1. Historical Sources of Share Capital
MM/YY
Issua
nce
Price
Authorized capital
Paid-in capital
Remarks
Shares
Amount
Shares
Amount
Sources of capital
Paid with
property
other than
cash
11/02
10
6,500,000,000
65,000,000,000
3,512,976,276
35,129,762,760
06/03
10
6,500,000,000
65,000,000,000
3,412,976,276
34,129,762,760
11/03
10
6,500,000,000
65,000,000,000
3,366,067,276
33,660,672,760
01/04
10
6,500,000,000
65,000,000,000
3,266,067,276
32,660,672,760
04/04
10
6,500,000,000
65,000,000,000
3,174,491,276
31,744,912,760
07/04
10
6,500,000,000
65,000,000,000
3,078,236,276
30,782,362,760
08/04
10
6,500,000,000
65,000,000,000
3,079,012 601
30,790,126,010
05/05
10
6,500,000,000
65,000,000,000
3,006,294,601
30,062,946,010
08/05
10
6,500,000,000
65,000,000,000
3,310,913,261
33,109,132,610
04/06
10
6,500,000,000
65,000,000,000
3,244,314,261
32,443,142,610
11/08
10
6,500,000,000
65,000,000,000
3,194,314,261
31,943,142,610
02/09
10
6,500,000,000
65,000,000,000
3,179,200,422
31,792,004,220
09/09
10
6,500,000,000
65,000,000,000
3,119,200,422
31,192,004,220
11/09
10
6,500,000,000
65,000,000,000
3,069,200,422
30,692,004,220
12/10
10
6,500,000,000
65,000,000,000
3,609,200,422
36,092,004,220
01/11
10
6,500,000,000
65,000,000,000
3,614,890,804
36,148,908,040
04/11
10
6,500,000,000
65,000,000,000
3,616,000,258
36,160,002,580
06/13
10
6,500,000,000
65,000,000,000
3,576,000,258
35,760,002,580
05/15
10
6,500,000,000
65,000,000,000
3,516,000,258
35,160,002,580
10/16
10
6,500,000,000
65,000,000,000
3,396,000,258
33,960,002,580
06/17
10
6,500,000,000
65,000,000,000
3,366,000,258
33,660,002,580
08/18
10
6,500,000,000
65,000,000,000
3,326,000,258
33,260,002,580
09/20
10
6,500,000,000
65,000,000,000
3,286,000,258
32,860,002,580
12/20
10
6,500,000,000
65,000,000,000
3,226,000,258
32,260,002,580
Treasury stock capital decreased
by 100,000,000 shares
Treasury stock capital decreased
by 100,000,000 shares
Treasury stock capital decreased
by 46,909,000 shares
Treasury stock capital decreased
by 100,000,000 shares
Treasury stock capital decreased
by 91,576,000 shares
Treasury stock capital decreased
by 96,255,000 shares
Bond conversion entitlement
certificates converted to common
shares
Treasury stock capital decreased
by 72,718,000 shares
Capital increased by earnings
recapitalization by 304,618,660
shares
Treasury stock capital decreased
by 66,599,000 shares
Treasury stock capital decreased
by 50,000,000 shares
Treasury stock capital decreased
by 27,124,000 shares and
overseas convertible bonds
converted to 12,010,161 common
shares
Treasury stock capital decreased
by 60,000,000 shares
Treasury stock capital decreased
by 50,000,000 shares
Cash capital increased by
540,000,000 shares
Overseas convertible bonds
converted to 5,690,382 shares
Overseas convertible bonds
converted to 1,109,454
Treasury stock capital decreased
by 40,000,000 shares
Treasury stock capital decreased
by 60,000,000 shares
Treasury stock capital decreased
by 120,000,000 shares
Treasury stock capital decreased
by 30,000,000 shares
Treasury stock capital decreased
by 40,000,000 shares
Treasury stock capital decreased
by 40,000,000 shares
Treasury stock capital decreased
by 60,000,000 shares
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
None
None
None
None
None
01/21
09/22
10
10
6,500,000,000
65,000,000,000
3,431,332,948
34,313,329,480 Share swap of 205,332,690 shares
None
6,500,000,000
65,000,000,000
3,731,332,948
37,313,329,480 Cash capital increased by
300,000,000 shares
07/23
10
6,500,000,000
65,000,000,000
4,031,332,948
40,313,329,480 Cash capital increased by
300,000,000 shares
None
None
Oth
er
Note
1
Note
2
Note
3
Note
4
Note
5
Note
6
Non
e
Note
7
Note
8
Note
9
Note
10
Note
11
Note
12
Note
13
Note
14
Non
e
Non
e
Note
15
Note
16
Note
17
Note
18
Note
19
Note
20
Note
21
Note
22
Note
23
Note
24
Note 1: Approval letter Tai-Cai-Zheng (3) No. 0910155823,
Note 13: Letter Jin-Guan-Zheng (Jiao) No. 0980050862,
dated 2002.10.16
dated 2009.09.21
Note 2: Approval letter Tai-Cai-Zheng (3) No. 0920110106,
Note 14: Letter Jin-Guan-Zheng (Fa) No. 0990051578,
dated 2003.03.25
dated 2010.09.28
107
Fundraising Overview
Note 3: Approval letter (2001) Tai-Cai-Zheng (3) No. 101196,
Note 15: Letter Jin-Guan-Zheng (Jiao) No. 0990025440,
dated 2001.02.08
dated 2010.05.12
Note 4: Approval letter Tai-Cai-Zheng (3) No. 0920159026,
Note 16: Letter Jin-Guan-Zheng (Jiao) No. 1050021717,
dated 2003.12.15
dated 2016.05.27
Note 5: Approval letter Tai-Cai-Zheng (3) No. 0930110000,
Note 17: Letter Jin-Guan-Zheng (Jiao) No. 1050040371,
dated 2004.03.24
dated 2016.10.03
Note 6: Approval letter Tai-Cai-Zheng (3) No. 0930125152,
Note 18: Letter Jin-Guan-Zheng (Jiao) No. 1030014322,
dated 2004.06.03
dated 2014.04.17
Note 7: Approval letter Jin-Guan-Zheng (3) No. 0940110778,
Note 19: Letter Jin-Guan-Zheng (Jiao) No. 1040026231,
dated 2005.03.30
dated 2015.07.08
Note 8: Approval letter Jin-Guan-Zheng (1) No. 0940124111,
Note 20: Letter Jin-Guan-Zheng (Jiao) No. 1090341078,
dated 2005.06.16
dated 2020.05.05
Note 9: Approval letter Jin-Guan-Zheng (3) No. 0950105881,
Note 21: Letter Jin-Guan-Zheng (Jiao) No. 1090359858,
dated 2006.02.20
dated 2020.09.29
Note 10: Letter Jin-Guan-Zheng (3) No. 09700511511,
Note 22: Letter Jin-Guan-Zheng (Fa) No. 1090377120,
dated 2008.09.24
dated 2020.12.16
Note 11: Letter Jin-Guan-Zheng (3) No. 0970065169,
Note 23: Letter Jin-Guan-Zheng (Fa) No. 1090377120,
dated 2008.11.28
dated 2022.03.11
Note 12: Letter Jin-Guan-Zheng (Jiao) No. 0980027679,
Note 24: Letter Jin-Guan-Zheng (Fa) No. 1120345884,
dated 2009.06.06
dated 2023.06.26
2. Types of Shares
Types of
Shares
Common
Shares
Shares Issued and
Outstanding (Note 1)
Authorized Capital
Unissued Shares
Total
As of March 19, 2024
Remarks
4,031,332,948
2,468,667,052
6,500,000,000
(Note 2)
Note 1: Publicly-traded shares.
Note 2: The Company’s capital includes NT$8,000,000,000 for the issuance of share warrants, corporate bonds with share
warrants or preferred shares with share warrants, up to eight hundred million shares at a par value of NT$10 per
share, which may be issued in separate tranches.
3. Information on Shelf Registration: None.
(2) Shareholder Structure
Shareholders
Numbers
Government
Financial
Other Legal
Institutions
Institutions
Persons
As of March 19, 2024
Foreign
Individuals
Institutions and
Total
Individuals
Number
7
37
458
237,075
630
238,207
No. of Shares
117,056,795
43,782,424 1,427,247,828
1,733,713,554
709,532,347 4,031,332,948
Held
Shareholding
2.90%
1.09%
35.40%
43.01%
17.60%
100%
Note 1: Ratio of shares held by investors in China: 0%.
Note 2: The shareholding ratios are rounded to the nearest hundredth percent.
108
(3) Distribution of Shareholders
1. Distribution of Common Shares:
Shares Held (Note)
Number of shareholders
Shareholding
75,458
1 to 999
117,888
1,000 to 5,000
23,335
5,001 to 10,000
7,378
10,001 to 15,000
4,593
15,001 to 20,000
3,730
20,001 to 30,000
1,594
30,001 to 40,000
1,027
40,001 to 50,000
1,817
50,001 to 100,000
687
100,001 to 200,000
329
200,001 to 400,000
103
400,001 to 600,000
41
600,001 to 800,000
31
800,001 to 1,000,000
196
1,000,001 and more
Total
238,207
Note 1: The shareholding ratios are rounded to the nearest hundredth percent.
14,855,704
258,842,710
181,640,699
93,722,619
84,718,476
94,966,647
57,027,724
47,514,949
128,191,747
96,121,170
91,696,388
50,796,351
28,890,554
27,900,377
2,774,446,833
4,031,332,948
As of March 19, 2024
Shareholding
0.37%
6.42%
4.51%
2.33%
2.10%
2.36%
1.41%
1.18%
3.18%
2.38%
2.27%
1.26%
0.72%
0.69%
68.82%
100%
2. Distribution of Preferred Shares: None.
(4) List of Major Shareholders
Major Shareholders
Chin-Xin Investment Co., Ltd
Winbond Electronics Corporation
TECO Electric and Machinery Co., Ltd.
LGT Bank (Singapore) Investment Fund under the custody of Business
Department, Standard Chartered Bank (Taiwan) Ltd.
Rong Jiang Co., Ltd.
Fund Account of Yuanta Taiwan High Dividend ETF
Patricia Chiao
Huali Investment Corp.
Chunghwa Post Co., Ltd.
Yu-Heng Chiao
Note: The shareholding ratios are rounded to the nearest hundredth percent.
As of March 19, 2024
Shares
Number of Shares
Held
Shareholding (Note)
248,002,375
247,527,493
210,332,690
183,213,000
171,993,651
133,328,512
109,085,587
106,994,366
76,000,981
65,343,810
6.15%
6.14%
5.22%
4.54%
4.27%
3.31%
2.71%
2.65%
1.89%
1.62%
109
Fundraising Overview
(5) Stock Price, Net Value, Earnings, Dividends and Related Information for the Past Two Years
Item
Share
Price
(Note 1)
High
Low
Average
Net Value
per Share
(Note 2)
Basic
Diluted
Year
2022
49.85
25.10
40.91
33.12
31.32
2023
59.40
33.80
45.97
34.93
33.83
Weighted average shares
3,549,689,000
3,883,388,000
Earnings
per Share
Earnings per share (Note 3)
Cash dividend
5.45
1.80
Dividend
per Share
Stock
dividend
Distribution
from earnings
Distribution
from additional
paid in capital
Accumulated unpaid
dividend (Note 4)
Price-earnings ratio (Note 5)
Price-dividend ratio (Note 6)
Cash dividend yield (Note 7)
Return
Analysis
-
-
-
6.77
20.48
0.05
1.32
1.10
-
-
-
32.78
39.34
0.03
Current Year up to
March 20, 2024
36.95
36.15
36.55
-
-
-
-
-
-
-
-
-
* If shares are distributed in connection with a capital increase out of earnings or capital reserves, information on market
prices and cash dividends retroactively adjusted based on the number of shares after distribution shall be disclosed.
Note 1: The highest and lowest share prices for each year are provided, with the average price for the year computed based
on each year’s transaction amount and volume.
Note 2: Use the number of the outstanding issued shares at year’s end and the distribution passed at the following year’s
shareholders' meeting to fill in.
Note 3: If it is necessary to make adjustments retroactively due to situations such as issuance of bonus shares, the earnings
per share before and after the adjustments should be listed.
Note 4: If the conditions of the equity issuance require that dividends not yet distributed for the year be accumulated and
paid out in a later year with positive earnings, the dividends that have been accumulated up to the current year and
not yet distributed shall be disclosed separately.
Note 5: Price-earnings ratio = Average per share closing price for the year / earnings per share.
Note 6: Price-dividend ratio = Average per share closing price for the year / cash dividend per share.
Note 7: Cash dividend yield = Cash dividend per share / average per share closing price for the year.
(6) Dividend Policy and Implementation Status
1. Dividends Policy Specified in the Company's Articles of Incorporation
Article 28 of the Company's Articles of Incorporation:
After the Company has offset its accumulated losses from previous years and paid all tax due, the Company
shall set aside 10% of its net profits as legal reserve, except when the legal reserve equals to the total paid-in
capital of the Company. From the remainder calculated above plus the surplus retained earnings of previous
year, the Company shall set aside or reverse the special reserve as stipulated by the law or the competent
authority. Then the Board of Directors shall draft an earning distribution proposal submitted to the
Shareholders' meeting for resolution to distribute shareholder's dividends. If the aforementioned distribution
of earnings is made in cash, the Board of Directors shall be authorized to distribute the earnings with the
presence of at least two-thirds of the Directors and the resolution of a majority of the Directors present, and to
report the distribution to the shareholders' meeting.
110
The setting aside of the legal reserve set forth in Paragraph 1 of this Article should be based on the "the total
amount of after-tax net income for the period and other profit items adjusted to the current year's undistributed
earnings other than after-tax net income for the period."
Article 28-1 of the Company's Articles of Incorporation:
The share dividend policy of the Company should be stable for the purpose of sustainable operation and
development .In case of any earnings on the final account, the Company shall allot as shareholder dividends no
lesser than 40% of the balance of such earnings after offsetting its loss, paying income tax, setting aside the
legal reserve, and setting aside the special reserve as adjusted based on the net decrease in other shareholders'
equity as stipulated in Article 28 hereof, as well as deducting the share of the affiliates' interests recognized by
equity method and adding the cash dividends paid out by the affiliates to the Company recognized by equity
method. Such dividends shall be distributed in cash or in form of shares; cash dividends shall not be lesser than
70% of the total dividends.
To ensure the stability of the financial structure, and based on the principle of equitable dividend payout, if the
Company has no earnings to distribute or has earnings but the amount of earnings is significantly less than the
actual earnings distributed previously, the Company may distribute all or part of the reserves or the
undistributed earnings in the previous period. If there is a non-recurring, material income in the Company's
earnings for the year, all or a part of such income may be retained without being subject to the percentage
limitation set forth in Paragraph 1 hereof.
2. Dividends Distribution to be proposed to the Shareholders’ Meeting
According to the decision of the Company's 8th board meeting of the 20th term, it is proposed to distribute cash
dividends from the earnings in 2023 to shareholders shall be NT$4,434,466,243, with NT$1.1 per share (which
is calculated based on the Company’s 4,031,332,948 issued and outstanding common shares). After this
dividend distribution has been resolve and approved by the Board of Directors, the Chairman of the Board is
authorized to determine the distribution record date and the distribution date. In the future, if the Company
issues or repurchases shares, thereby influencing the amount of outstanding shares and changing the
distributable cash dividend per share, it is proposed that the shareholders meeting authorize the chairman of
the board to adjust the number of outstanding stocks on the ex-dividend date.
The smallest unit of the cash dividend is NT$1. The distribution of the cash dividends shall be rounded down to
the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Revenue by the
Company.
3. Explanation regarding expected major changes to dividend policy: None.
(7) Effect of the proposed stock dividends (to be adopted by the Shareholders' Meeting) on the operating
performance and earnings per share: Not applicable.
(8) Compensation for employees and directors:
1. The Company's Articles of Incorporation includes the amount and coverage of compensation for employees and
directors
Article 25-1:
If the Company turns a profit in a year, no less than 1% of the profit should be distributed to its employees as
compensation and no more than 1% to directors as compensation. The actual amount should be determined
by a board meeting where no less than two-thirds of the directors are present and more than half of the
directors present votes to approve the suggested amounts. The amounts should be reported to the
shareholders meeting. However, if the Company still has accumulated deficit from previous terms, it should first
reserve the amount needed to settle the outstanding balance.
Employee bonuses may be distributed by way of stock or cash dividends and the Company may issue bonuses
to employees of parents or subsidiaries of the Company that meets the conditions set by the board of directors.
The board of directors shall be authorized to determine the method of distribution.
The qualification requirements of or the distribution rules for the employees who are entitled to the treasury
stock transferred, the employee warrants issued, subscription for new shares issued, and the restricted stock
awards issued by the Company, including the employees of parents or subsidiaries of the company meeting
certain specific requirements, shall be formulated by the board of directors as authorized.
111
Fundraising Overview
2. Basis for estimates of compensations for employees and directors for this term, basis for calculating employee
stock compensation and accounting procedures for when there is a discrepancy between the estimated and
actual amount
(1) Basis for estimates of compensations for employees and directors for this term: Estimated by ratio of the
pre-tax income as determined by the Articles of Incorporation.
(2) Basis for calculating employee stock compensation: Not applicable.
(3) Accounting procedures for when there is a discrepancy between the estimated and actual amount: Please
find relevant accounting procedures in “6. Financial Overview: 4. Financial report of the most recent year 22
Net Profit (Loss) From Continuing Operations” of this annual report for further explanation.
3. Information regarding board of directors' approval of employee compensation
(1) Amount to be paid in the form of cash and stocks to employees and directors: The board has approved
NT$70,700,000 to be paid in cash to employees and NT$30,000,000 to directors for 2023.
(2) Difference from estimated amount, reason and actions required: No difference.
(3) The amount of employee compensation in the form of stock and its percentage of the Company's after-tax
income (as reported in the financial statement of this term) and total employee compensation: Not
applicable.
4. Actual payment status (including stocks, cash and stock price) for employee and director compensation from
the previous year; discrepancies (if any) between the actual payment and estimated amount, as well as the
reasons for and actions required by the discrepancies
(1) Cash and stock compensation for employees; compensation amount for directors: for 2022, the Company
issued NT$252,000,000 to employees and NT$100,050,000 to directors.
(2) Differences between the estimated amount of compensation for employees and directors, as well as the
reasons for and actions required by the discrepancies: No differences.
(3) Please find relevant accounting procedures in “VI. Financial Overview: 4. Financial report of the most recent
year: 23 Profits from Continuing Operating Units” of this annual report for further explanation.
(9) Share Repurchases:
1. Those having been executed: None.
2. Those being executed: None.
112
2021 1st Unsecured Straight Corporate
Bonds
2023 1st Unsecured Straight Corporate
Bonds
2. Issuance of Corporate Bonds:
Type of Corporate Bonds
Issuance (Processing) Date
Denomination
Issue Price
Lump Sum
Interest Rate (p.a.)
Octorber 8, 2021
NT$10,000,000
Issued at denomiatnion
NT$7,500,000,000
A fixed rate of 0.70% per annum
Tenor
5 years;
Maturity Date: 2026/10/8
April 11, 2023
NT$10,000,000
Issued at denomiatnion
NT$5,300,000,000
Tranche A: 1.70%
Tranche B: 2.10%
Tranche A: 5 years;
Maturity Date: 2028/04/11
Tranche B: 10 years;
Maturity Date: 2033/04/11
None
Hua Nan Commercial Bank Co., Ltd.
KGI Securities
Guarantor
Trustee
Underwriter (Lead
Underwriter)
Certifying Attorney
Certifying CPA
Repayment Method
Outstanding Principal
Terms of Redemption or
Prepayment
Restrictive Clauses
Credit Rating Agency Name,
Rating Date, Rating of
Corporate Bonds
Additional
Rights
Amt. of
Converted
Common Shares,
Global
Depositary
Receipts or other
Securities
Rules for
Issuance and
Conversion
Possible Dilution of
Shareholding due to, and
Effect on the Current
Shareholders' Rights and
Interests of, Issuance and
Conversion, Rules for Share
Swap or Subscription, or the
Issuance Terms
Name of the Custodian
Engaged by the Counterparty
of Share Swap
None
Hua Nan Commercial Bank Co., Ltd.
KGI Securities
Yicheng United Law Firm
Deloitte Taiwan
Principal shall be repaid upon due in
one installment
NT$7,500,000,000
None
Yicheng United Law Firm
Deloitte Taiwan
Principal shall be repaid upon due in one
installment
NT$5,300,000,000
None
None
Rating agency: Taiwan Ratings
Corporation
Rating: TwA-
Rating Date: 2021/08/06
Not applicable
None
Rating agency: Taiwan Ratings Corporation
Rating: TwA-
Rating Date: 2022/08/09
Not applicable
None
None
None
None
None
None
3. Issuance of Preferred Shares: None.
113
Fundraising Overview
4. Issuance of Global Depositary Receipts (GDRs)
Date of Issuance
Item
October 3, 1995
November 9, 2010
June 30, 2023
Place of issue and
Issued globally and traded on the Luxembourg Stock Exchange
trading
Total amount
US$121,800,000
US$290,313,085
US$389,100,000
Offer price per unit
US$12.18
US$5.38
US$12.97
Total units issued
10,000,000 units
53,961,540 units
30,000,000 units
Source of underlying
security
Underlying security
Issuance of new common
Issuance of new common
Issuance of new common
shares for cash capital
shares for cash capital
shares for cash capital
increase
increase
increase
Common stocks: 100,000,000
Common stocks: 539,615,400
Common stocks: 300,000,000
shares
shares
shares
Rights and obligations
Conducted in accordance with the laws of the Republic of China and with the provisions of
of depositary receipt
the Depository Agreement. Refer to the Covenants of Depository Agreement for the key
holder
Trustee
terms and conditions.
None
Depository institution:
Deutsche Bank
None
Citibank
None
Citibank
Custodial bank
Mega International
Citibank (Taiwan)
Citibank (Taiwan)
Commercial Bank
Balance outstanding
21,224 units of global depositary receipts and 212,248 shares of securities represented.
Distribution of fees
1. Issuance fees: The issuing company will be responsible for the entirety of this fee.
incurred from issuance
2. Fees during outstanding period: The issuing company will be responsible for this fee.
and the outstanding
period of the GDRs
Covenants of Depository
Agreement and
Omitted
Custodial Agreement
(
U
n
i
t
:
U
S
$
)
M
a
r
k
e
t
p
r
i
c
e
p
e
r
u
n
i
t
2023
Current year as of
March 20, 2024
High
Low
Average
High
Low
Average
19.00
10.50
14.02
12.43
10.98
11.46
5. Exercise of Employee Stock Option Plan (ESOP) and Restricted Stock: None.
6. Mergers, acquisitions or issuance of new shares for acquisition of shares of other companies:
None.
7. Implementation of capital allocation plan:
The program for the use of funds from previous issues has not been completed, or has been
completed in the last three years but the benefits of the program have not yet been realized:
None.
114
V .. Business Overview
1. Business activities
(1) Scope of Business
1. Primary business content, primary products and revenue ratio.
Business unit
Business activities
Products
Wire
cables
and
Manufacture and sale of bare
copper wire, various electrical
related
wires,
cables
connection materials
and
the
accessories, as well as
contracting and execution of
high-voltage cable engineering.
and
Stainless
steel
Forging, processing and selling of
stainless steel.
and
cables
Bare copper strips, copper
stranded wires, copper cables,
cables, high-voltage
power
their
connectors
and
accessories
copper/
telecommunication
optical
and
fiber
industry power cables.
Billets, slabs, hot-rolled coils,
cold-rolled coils, wire rods, hot-
rolled bars, cold-finished bars,
forged bars,
steel
ingot,
seamless pipes and
tubes,
pierced billets, steel strands,
reinforcing steel, and valve
steel, machined shaft semi-
finished
and
customized
engineering
components
products,
Revenue Ratio
The Company and its
merged subsidiaries
Amount
(NT$ million)
%
45,293
23.9
94,543
49.8
Commodity
Production and sales of stainless
steel upstream raw material,
nickel pig iron, production and
sales of nickel matte (the nickel
raw materials
for batteries),
agency sales of stainless steel
semi-finished
products,
procurement
Commercial
real
estate
business
Others
Real estate
Solar power engineering etc.
2. New products under development
Nickel pig iron, nickel matte,
billets, slabs, and HR coils
41,556
21.9
Housing and parking space
sales; commercial and office
buildings sales
2,130
6,318
1.1
3.3
Business unit
Wire and cables
Stainless steel
New products under development
(1) Cables for Industrial 4.0 applications
(2) High voltage cables used within large offshore wind turbines
(3) Submarine cables for offshore wind sites
(4) Rapid power supplement systems for new energy vehicles
(1) Stainless steel and nickel-based alloys of various types, grades, sizes,
conditions and product types.
(2) Stainless steel and nickel-based alloys with high intensity, heat resistance,
free-machining, soft magnetic property, and value-added.
(3) Developing stainless steel and nickel-based alloys for various industrial
applications, such as aerospace, oil and gas, nuclear energy, automotive,
marine, machinery and equipment, chemical and petrochemical industries,
construction, energy, consumer electronics, and medical applications.
115
Business Overview
(2) Industry overview
1. The current status and development of the industry
(1) Wire and Cable Business
According to the statistical forecast report by the International Copper Study Group (ICSG), the refined
copper production in 2023 is expected to increase by 5.5% year-over-year, with primary production (ore
electrolysis) increasing by 5% and secondary production (scrap copper) growing by 7%; it estimates that the
annual output to reach 26.78 million metric tons. The consumption of refined copper in 2023, mainly
benefiting from the growth of the Chinese market, is expected to increase by 4.0% year-over-year, with an
estimated annual consumption of 26.87 million metric tons, resulting in a supply-demand gap of 90,000
metric tons. China continues to expand its copper smelting capacity, with refined copper production
continuing to grow. Official estimates predict a 13% increase in refined copper production in 2023, with net
imports of refined copper decreasing by about 5%.
According to the statistical analysis report published by the International Wrought Copper Council (IWCC),
China is the world's largest copper consumer, with copper rod sales in China reaching 9.43 million metric
tons in 2023, an annual increase of 2.2%. Taiwan's copper rod annual sales have shown a downward trend
for two consecutive years, with sales in the first half of 2023 decreasing by 11.6% year-over-year; the annual
sales is estimated to be about 310,000 metric tons.
The cable market is dominated by the procurement volume of enterprises in the electric power sector.
China's power cable industry has benefited from the continuous advancement of new infrastructure
investments, accelerated energy transformation, and steady progress in ultra-high voltage construction,
supporting the stable development of the cable industry. According to public data released by the Ministry
of Economic Affairs, Taiwan's domestic sales volume of power cables in 2023 increased by about 6.6% year-
over-year, showing a continuous growth trend over the past six years. The growth momentum of Taiwan's
power cable market in 2023 mainly comes from the government's green energy policy and Taiwan Power
Company's resilient power grid plan, which is expected to maintain cautious optimism in the operation of
the power cable industry. This motivates us to remain prudently optimistic about the power cable industry.
(2) Stainless Steel Business
According to market research firm, SMR, the global crude stainless steel production in 2023 is estimated to
be 58.35 million metric tons, with China being the largest production region and producing 35.2 million
metric tons of crude stainless steel, an increase of 8.8% from 2022 (32.35 million metric tons). Indonesia's
crude stainless steel production was 4.025 million metric tons, a decrease of 21.0% from 2022, and other
countries produced 19.125 million metric tons of crude stainless steel, a decrease of 1.3% from 2022. In
terms of stainless steel product structure, plate products accounted for 85% of the total production in 2023,
with hot-rolled coils accounting for 18% and cold-rolled coils for 82%; long products accounted for 15%,
with hot-rolled bars accounting for 42%, wire rods for 34%, and billets for 25%.
About 48% of the end-use applications of long steel products are used for industrial production (such as
machined parts), 25% for industrial production (e.g. machined parts), 17% for consumer durable goods and
10% for transportation. The top five long-strip stainless steel companies around the world by output are
Jiangsu Delong, Tsingshan, Walsin Lihwa, Viraj and Yongxing Materials. (The above output figures are based
on the data from the statistical report for 2023 published by SMR, a marketing agency.)
The steel industry faces overcapacity and severe price competition. Some steel mills have chosen to exit,
while others have improved operational efficiency through consolidation, restructuring, and eliminating
outdated capacity. In recent years, several stainless steel groups have formed internationally (e.g.,
Tsingshan, Baosteel/Wuhan Iron and Steel/Taiyuan Iron, and Outokumpu), with each group developing
distinct business models. Larger players, such as those in China and Indonesia, who focus on general
116
materials sales, choose to control upstream raw materials to reduce costs; smaller players, on the other
hand, opt for the development of high-profit products and application industry.
(3) Resources Business
Global nickel pig iron production capacity is mainly concentrated in Mainland China and Indonesia. In 2020,
due to Indonesia's ban on ore exports, the movement of the nickel pig iron industry chains from Mainland
China to Indonesia accelerated, and Indonesia has become the world's largest nickel pig iron producer. In
2023, high nickel pig iron production capacity in China and Indonesia reached 2.73 million metric tons of
nickel and the production reached 1.68 million metric tons of nickel, with the production capacity and the
production up by 16% and 14%, respectively, compared with 2022. Among them, total high nickel pig iron
production in Mainland China was 310,000 metric tons of nickel, down by 7% from 2022, mainly because
the raw material supply restrictions and high products costs continued to weaken China's overall
competitiveness in high nickel pig iron, while the total high nickel pig iron production in Indonesia was
1,370,000 metric tons of nickel, up by 19% from 2021. We expect that, in 2024, China's nickel pig iron
production will continue to be constrained by the uneconomic production caused by the decline in imported
nickel ore grade, changes in Philippines' export policies, and other supplementary materials. Although there
are still new production lines planned in Indonesia, as the number of production lines has decreased and
high-grade ore is becoming scarce, it is expected that the new production capacity will continue to be
injected, but the growth rate will continue to slow down.
In response to the green energy transformation and the booming development of the downstream of the
new energy industry chain, a large amount of capital has been injected into Indonesia since 2020, and the
production capacity of intermediate nickel products for batteries, such as nickel matte and mixed
nickel‑cobalt hydroxide precipitate (MHP), has been released since 2021 and grew at an accelerated speed
from 2022 to 2023. Indonesia's MHP production reached 160,000 metric tons of nickel in 2023, up by 86%
compared with 2022; the production of high nickel matte reached 240,000 metric tons of nickel, up by 18%
compared with 2022. A large amount of intermediate production capacity was still being planned in
Indonesia in the following years. It is expected that the new production capacity will continue to be
developed in 2024 and the overall industrial chain will gradually expand downstream. At the end of 2023,
the U.S. Treasury Department provided industry guidance on the Foreign Entity of Concern (FEOC) clause in
the Inflation Reduction Act. Starting from 2024, the upstream battery industry chains for electric vehicles
sold in the United States will actively seek raw materials produced by non-FEOC companies to enjoy the tax
credit benefits stipulated by the aforementioned Act.
(4) Commercial Real Estate Business
In 2023, the Nanjing office market leasing demand gradually released, with the net leasing volume in the
fourth quarter increasing by 21.4% quarter-over-quarter, and the citywide vacancy rate decreasing by 0.4%
quarter-over-quarter. High-quality buildings in the city's core areas hold a competitive advantage, with the
financial industry and professional services industry being the main forces in the leasing market, showing
robust performance and maintaining a stable leasing speed. In 2023, the Nanjing retail property market
steadily recovered, with the vacancy rate of shopping centers decreasing by 0.3% quarter-over-quarter. The
catering industry became the main driving force, ranking first among all industries, with strong demand for
hedging products and stable consumption of daily necessities. Nanjing is committed to creating distinctive
consumption scenarios, thereby effectively stimulating market vitality.
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Business Overview
2. Relationships with suppliers in the industry's supply chain:
(1) Wire and Cable Business
Electrolytic Copper plates (imported)
PVC/PC plastic materials
Bare copper strips (wires)
Chemical coatings
Wire and cable
Telecommunication cables
Electric wires
Enamel insulated wires
Computer assembly
Home appliances
Home appliances
Electromechanical machines
Power generation, Power
transmission & distribution,
Electromechanical &
engineering,
Transportation & buildings,
New Energy
Telecommunications
engineering
Network engineering
(2) Stainless Steel Business
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(3) Resources Business
3. Product development trends and competition
(1) Wire and Cable Business
Development trend: In addition to the traditional construction and infrastructure cables, there are many
green energy related cable applications and products that have emerged in response to the global
developing trend of net zero transition. For example, in the field of energy creation and transmission, solar
power cables that need to prevent UV degradation, wind turbine cables that can withstand harsh
environments, and submarine cables that transmit power from offshore wind turbines back to land or
transfer power across borders between countries, are all products that are actively developed by major
cable manufacturers around the world. In addition, in the area of energy storage and use, the electrification
of transport equipment and smart power allocation, cable sets for power replenishment systems, and cables
for energy storage equipment are all new products that the wire and cable industry is competing for
development.
Competition: From the historical output of Taiwan's power cable market, there is still an oversupply of
capacity in the overall cable market and competition is relatively fierce. However, benefiting from the
regional supply chain integration of Taiwan businessmen back to Taiwan to drive the demand for plant
expansion, coupled with the government's active promotion of green energy policy and Taipower's grid
reinforcement plan to accelerate the deployment and construction of regional grids, demand for various
products will emerge in a new type of competitive landscape.
(2) Stainless Steel Business
Development trend: In terms of product development, apart from actively developing nickel-free steel
grades, major stainless steel makers are also developing functional stainless steel for specific applications.
For example, in response to the demand for automation, the demand for wear-resistant, high-precision and
zero-defect materials has increased. In the past, key technologies were held in Japan, Europe and other
countries, but Asian steel makers have also continued to invest in research and development in recent years,
and to refine their own technological capabilities. With the rising awareness of environmental protection,
stainless steel is more widely used in various fields, and there are many cases of replacing carbon steel with
stainless steel in the construction, transportation and other industries. In the renewable energy industry,
stainless steel components can also be found in solar panels, wind turbines and renewable energy vehicles.
119
Business Overview
Competition: Indonesian steel mills will dominate the Asian market with the advantage of low-cost raw
materials. With the promotion of capability control policy in Mainland China, the steel industry has shifted
from volume to value-added, and large-scale steel makers have started to consolidate with the strategy of
eliminating the weak and leaving the strong. The rest of the steel makers in Europe, America, Japan, and
Korea have focused on niche industrial applications with high certification thresholds to add value to their
products through end-use differentiation, specializing in the development of specialty steel applications. In
addition, in response to the trend towards net-zero carbon emissions, major European steel makers have
begun to focus on providing products with low carbon emissions or more sustainable significance.
(3) Resources Business
Development trend: Stainless steel plants in Mainland China and Indonesia are expanding their
production capacity, and the demand for nickel pig iron and scrap steel will continue to rise, while
nickel pig iron in Indonesia has a cost advantage and is economical for downstream steel plants. In the
following years, there will still be new manufacturers entering Indonesia to invest in RKEF production
line. In addition, in response to the continuous growth of the new energy industry chain, some of the
RKEF production lines have started to change their processes in 2022 to make their output more
flexible to switch between nickel pig iron and nickel matte; therefore, the "nickel matte - nickel sulfate
- pure nickel" process has emerged. Price differentials between different nickel products will make
their sales portfolios be more diversified, and the overall nickel market will reach a dynamic balance
between supply and demand.
Competition: Indonesia's RKEF production lines have grown significantly since 2021 and will continue
to open up significant capacity. In addition to continuing to provide additional stainless steel
production capacity in Indonesia, the production lines will also make up for the possible decline in
nickel pig iron supply in China. In addition, in response to the continuous growth of the new energy
industry chain, some of the RKEF production lines have started to change their processes to make their
output more flexible since 2022, so that they can flexibly switch between iron pig nickel and nickel
matte.
(4) Commercial Real Estate Business
Development trend: As one of the three major cities in the Yangtze River Delta urban agglomeration,
Nanjing's gross regional product reached RMB1.75 trillion in 2023, consistently ranking among the
top ten nationwide. Due to its continuous population inflow and solid economic foundation, Nanjing
is one of the core cities in China's real estate development focus. The market for Grade A office
buildings in Nanjing has seen abundant new supply, continuously conducive to tenant upgrades and
expansions. With the recovery of the non-banking financial and Internet industries, a foundation for
the expansion of office market leasing demand has been laid, with the city's core business districts
remaining the most resilient development areas. The leasing demand in Nanjing's retail market has
gradually increased under a series of policies promoting the "flagship store economy" and "holiday
economy," further improving consumer confidence. Sports, outdoor activities, and dining continue
to lead the leasing demand in shopping centers, with brick-and-mortar stores becoming an
important scene for immersive consumption.
Competition: With the increase in Grade A office space supply, multiple high-quality projects are
expected to enter the market in the future, making premium clients a core competitive resource. The
retail market's demand for shopping centers in terms of brand personalization and thematization has
increased, while non-standard properties in the region have also becomes a strong source of
competition.
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(3) Overview of Technology and R&D
1. R&D Expenses and Results
R&D Expenses
From Jan. 1, 2023 to March 20, 2024, the R&D expenses were around NT$400
million.
(A) Technology Research & Development
(1) Develop CCS1/CCS2 80A-300A full-series charging gun cable set
(2) Develop 14MW offshore wind turbine high-voltage cables
(3) Develop spreader basket cables with fiber optic cables
(4) Expand the development of stainless steel material types, sizes, conditions and product types.
(5) Innovative research and development of functional stainless steel with high strength, high heat resistance,
and easy turning characteristics to increase added value.
(6) Continue to invest in the development of stainless steel for automotive components, aiming at energy
conservation, environmental protection and high efficiency to meet market demand.
(7) Deepen research on stainless steel for welding, and increase the service life of materials in harsh
environments such as high temperature resistance, corrosion resistance and high temperature resistance.
(8) Cooperate with domestic universities and research institutions to jointly promote various industry-
university cooperation and outsourcing research projects, and expand the depth and breadth of process
technology through the combination of theoretical knowledge and practical experience, thereby increasing
the capacity of research and development.
(9) Laboratory equipment for aerospace materials applications.
(10) Special quality inspection techniques.
(B) Intelligent Manufacturing
(1) Smart Power Consumption:
Collect and analyze equipment power consumption data, improve the accuracy of power consumption
estimation, and reduce wasted power consumption.
(2) Development of Intelligent Crane Automatic Storage System:
New intelligent cranes are adopted to establish an automatic transportation and storage system for steel
billets, which improves the space utilization rate, assists in optimizing the inventory management of
incoming materials in the factories, automatically dispatches shipments and loads materials without
interruption, improves production efficiency, avoids human operations, and improves work safety.
(3) Establishment of Automated Guided Vehicles (AGV) System:
A composite automated guided system is adopted to overcome the outdoor climate, realize outdoor
unmanned automatic cross-factory transportation, improve transportation efficiency, and reduce forklift
operations and operating manpower.
(4) Establishment of an automated cable collecting/cutting system and the setup of an unmanned sorting and
picking system.
(C) Energy and Environmental Protection
(1) Replacing Traditional Preheaters:
Replace traditional preheaters with pure oxygen preheaters to reduce fuel consumption, improve
combustion efficiency, and reduce greenhouse gas emissions.
(2) Slag Recycling:
The by-product slag produced by the steelmaking electric furnace can be converted into a variety of high-
value recycled products after classification and screening, such as low-carbon concrete, red bricks as
building materials, and pervious asphalt.
(3) New heat treatment technology:
Operating heat treatment furnaces at lower temperatures to reduce greenhouse gas emissions.
(4) Installation of a cast iron section - baghouse dust collection system:
Collecting smoke and dust generated during the casting process with baghouse dust collectors to reduce
the emission of gases and hazardous substances.
(5) Improvement of flue gas emission systems:
Increasing the height of chimneys to facilitate the dispersion of flue gases in the atmosphere.
(6) Installation of a wet ore shed - car wash station:
Transport vehicle tires tend to carry mud. By adding a car wash station to clean the tires, it improves the
road environment and prevents road surface pollution.
(7) Installation of a vertical coal shed and wet ore shed - sedimentation pond:
To prevent the loss of some raw materials, sedimentation ponds are installed for the coal and ore sheds to
enhance the efficiency of recovery and production use.
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Business Overview
2. Present and future R&D projects, as well as the estimated R&D investment expenditure
Plan for the most recent
year
Current progress
We plan to invest NT$213,000,000 for R&D.
Mass
production
completion
time
Main reasons that future development
will succeed
Wire harness for
renewable energy
vehicles and power
replenishment system
Development of high-
voltage cables within
wind turbines
(1) The development of the
full series of CCS1/CCS2
charging gun cable
assemblies has been
completed, obtaining
VPC/UL/CE certification.
(2) The design and
development of liquid-
cooled cables have been
completed.
(1) The development of
offshore 14MW wind
turbine internal cables
has been completed.
(2) Passed the low-
temperature torsion test
for offshore wind turbine
cables.
2024
Low carbon footprint,
environmentally friendly
eco-packaging materials
We have confirmed the
source of technical
cooperation and verified
that waste plastic can be
applied to the regeneration
of packaging materials.
2025
Trial manufacturing phase
2024
Trial manufacturing phase
2024
Trial manufacturing phase
2024
(1) We are the only player in Taiwan
with complete dynamic cable
development and testing
capabilities
2024
(2) We have completed UL/IEC full
range of charging cable certification
(3) We have the ability to
independently develop and certify
materials
(1) We are the only player in Taiwan
with complete dynamic cable
development and testing
capabilities
(2) We have the ability to
independently evaluate and certify
materials
(1) We are the only player in Taiwan
with complete power cable testing
and certification capabilities and
equipment
(2) We have the ability to
independently develop and certify
materials
(3) We have the ability to develop
business service models and
customized information systems
Setting of hot rolling process
parameters and heat treatment
parameters
Setting of hot rolling process
parameters and heat treatment
parameters
Setting of hot rolling process
parameters and heat treatment
parameters
Trial manufacturing phase
Second half
of 2024 to
2025
Setting of alloy element composition,
re-melting, hot rolling, and heat
treatment parameters
Concept verification
2025
Setting of alloy element composition,
hot rolling, and heat treatment
parameters
Free-cutting soft
magnetic stainless steel
High heat-resistant
stainless steel for
automotive components
High heat-resistant
stainless steel for
automotive components
Stainless steel and nickel-
based alloy vacuum
melting and re-melting
technology
Stainless steel for
improved machinability
quality of seamless pipes
and tubes
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(4) Business Plan – Long-term and Short-term
1. Wire and Cable Business
Short-Term: In response to the end-customer demand for building construction, we will be able to precisely
supply goods with the help of smart manufacturing, enhance customer satisfaction with delicate services,
change our operating models, and expand our market share, in order to promote sustainable management. We
also aim to respond to the government's policy for domestic production of core components for offshore wind
power plants, with the goal of exclusively researching and manufacturing cables for offshore wind turbines for
14 MW capacity or above in Taiwan, as well as developing the ability to produce and manufacture submarine
cables. Following the global trend of popularizing electric vehicles and speeding up the construction of
supporting infrastructure, we are developing wire harnesses for new energy vehicles and power replenishment
systems that meet global standards.
Long-Term: We will seize the business opportunities brought by the global smart grid and new energy industries
by marching into high-voltage markets both home and abroad and expanding our business scope of Energy
Solution.
2. Stainless Steel Business
Short-Term: Taiwan: In response to the trend of small amount but diversified products in the high-value market,
Walsin has adjusted its direction and gradually built up its product and service capabilities to meet the needs of
different customer segments. For the wire rod, we will actively expand niche steel sales portfolio in line with
market conditions to expand the volume of orders of favorable steel grades, while continuing the research and
development and the capital expenditure to increase the application of new steel types and new industries and
stabilize product quality. For cold finished bars, we will focus on the development of direct customer channels
in the industry and the expansion of available specifications in order to expand our market share; for plate
products, we will use digital analysis to assist in material preparation and production scheduling, so that the
delivery time can be close to customer expectations. We will also implement the e-companion system to satisfy
our customers' demand for monitoring orders and to enhance our customer retention.
Mainland China: The new intelligent production lines for hot rolled bars/wire rods will be commissioned, which
utilize advanced manufacturing process and intelligent production to supply high precision and quality stainless
steel products. In this way, we will effectively achieve import substitution, increase our market share, and reach
the goal of selling all of the products we produce. We will continue to develop high-value steel grades for hot
rolled bars and seamless steel pipes in the hope of increasing value added to our products. For the cold refined
rods, we will increase the volume of orders from direct customers and strengthen the collaboration between
marketing/technology/business for serving customers, to ensure the completion of the integrated material
application supply chain, so that the upstream and downstream can work more closely together.
Europe: Our Italian subsidiary, Cogne Acciai Speciali, acquired a Swedish rolling mill, Degerfors Long Products,
and a British stainless steel and nickel-based alloy leader, Special Melted Products, in 2023. These two
acquisitions are expected to enhance CAS's steelmaking capacity utilization and expand Walsin's share in high-
end industries, such as aerospace, oil and gas, and new energy, while also broadening our sales network.
Long-term: Taiwan: We will grasp upstream raw materials to enhance the competitiveness of Walsin's stainless
steel products. For bar materials, in addition to maintaining the major customers with high demand, the
Company will actively develop new customer bases and expand suitable markets for export. For cold finished
bars, in addition to continuing to strengthen the advantages in our integrated production lines, we will increase
the quality and output of deep-processed products. For wire rods, the long-term goal is to increase the
proportion of niche steel grades in our sales mix. In terms of operations, we are strengthening our
competitiveness by accelerating internal process improvement and Industry 4.0 automation projects.
Mainland China: We will focus on certification application markets, such as transportation, petrochemical,
boiler, nuclear power, and food, as key development industries, in cooperation with China's nationalization
123
Business Overview
policy and industry development potentials. We will also expand our technical service capacity and market
management, hoping to enhance the added value of our products and brands. We will set up distribution
centers in major markets to enhance our market penetration in each region through rapid logistics and
distribution.
Europe: By establishing a vertically integrated supplier in Europe with a sustainable product portfolio and a
stable market share in high-end products, the Company aims to achieve cost excellence through lean
manufacturing and agile management. Moreover, it is committed to driving sustainable growth in the European
region through a balanced strategy of organic growth and acquisitions.
3. Resources Business
Short-term: PT. Walsin Nickel Industrial Indonesia's nickel pig iron production lines were fully commissioned.
We will continue to ensure that those production lies have stable capacity utilization rates and are fully in
operation for production, and to strengthen the stability of upstream raw materials for stainless steel, so as to
enhance our competitiveness. The nickel matte production lines acquired from PT. Sunny Metal Industry in the
second half of 2022 were commissioned for trial production at the end of the same year. In the first quarter of
2023, the company commenced full production operations, entering the battery nickel supply chain through
the nickel matte production line, thereby opening opportunities in the power battery materials market and
initiating expansions for new energy.
Regarding our agency services, considering the uncertainty of competing global markets and international
political and economic conditions, we continue to negotiate with Indonesian suppliers in order to source
competitive raw materials in terms of costs, stable supply, and accurate delivery, to meet the needs of our
customers and to strengthen the cooperative relationship between the Taiwanese industry and upstream
suppliers, thereby enhancing the competitiveness of Taiwan stainless steel players in the international markets
and further increasing the volume of orders received by our agency services. Additionally, with the Indonesian
subsidiary's production lines entering mass production in 2023, the focus is not only on securing raw materials
for stainless steel production but also on extending to the new energy industry supply chain, aiming for stable
development in nickel pig iron and high-grade nickel matte business.
Long-term: In response to the trend of climate change and sustainable development, we will continue to pay
attention to the development of environmental protection policies and the trend of the industry. In addition to
continuing to promote the production of nickel resources products, we will also develop green cycle projects
by ensuring the effective use of resources, to create a win-win situation for both the economy and the
environment.
Regarding our agency service, we will leverage our agency advantage to ensure stable supplies for the demand
in the Taiwan stainless steel market, provide a stable source of materials with competitive costs, avoid the risk
of price fluctuations and reduce the pressure on inventory capital (i.e., value-added services) to promote the
overall effectiveness of the value chain of the stainless steel industry in Taiwan, and strive to achieve the long-
term goal of simultaneous growth in the volume of orders received by the agency and the price of the stainless
steel industry in Taiwan. We also aim to stabilize sales channels of ferro-nickel and nickel matte to increase
product diversification of our business.
4. Commercial Real Estate Business
Short-Term: For the second phase of the Company's real estate business, Phase II Lot AB, Building No. 6, the
office spaces have been almost fully leased and operating, while the leasing for high-end restaurants on the 1st
to 4th floors continues to operate, generating stable rental income. Building No. 1, which meets the International
Grade A Office Standards, has entered into leasing contracts for 26,000 square meters of the offices,
continuously generating effective rental income flows.
Long-term: Walsin Centro
integrates various residential, commercial and office properties with a
complementary relationships and we will increase overall brand value and create economies of scale through
124
integrated marketing. High-end residential will bring brand reputation and market influence to the commercial,
while high-quality commercial will bring support and services to the office. The landmark Grade A office will
further enhance the brand status of the commercial and residential sectors, bringing abundant traffic and
consumption to the commercial sector. The maturation of each new industry is consolidating the competitive
advantage of the existing industry and enhancing the value of the existing industry. After more than ten years
of continuous development, Walsin Centro has become an urban landmark in Nanjing and the Walsin Centro
project has become a successful model for commercial development in Nanjing, with its market influence and
brand reputation continuing to expand and its commercial and business value continuing to rise.
2. Market Analysis and Sales Overview
(1) Market Analysis
1. Sales region(s) and market share of main products
(1) Wire and Cable Business
The Company is focused on the development of the wire and cable business and offers a one-stop
comprehensive production series from the upstream bare copper wire, copper rod production, to the
research and production of all types of cables such as power cables, communication copper cables, fiber
optic cables, industry cables, and submarine cables. The main sales regions include Taiwan and Mainland
China. In 2023, the sales of the Company's power cable products was approximately NT$18.2 billion, and
that of bare copper wise was about NT$26.3 billion. The Company maintains leadership in Taiwan's power
cable and copper bar markets.
(2) Stainless Steel Business
The Company is a major global stainless steel material company, with stainless steel products such as
stainless steel billet, cold- and hot-rolled steel coils, wire rods, cold finished bars, seamless steel pipe and
precision roll bonding steel. The main sales regions include Taiwan, Mainland China, Japan, Korea, Southeast
Asia, Australia, Europe and North and South America, etc. Our stainless steel wire rod and cold finished bars
occupy a significant position on the global market and we offer customers optimal lead times and services
with sales offices distributed across the Taiwan Strait, a vertically integrated supply chain and a standardized
production process.
For the sales of stainless steel products made by the Company in 2023, its domestic market shares reach
70% (wire rods), 30% (hot-rolled steel coils), 20% (cold-rolled steel coils) and 30% (cold finished bars); its
market shares in China are 9% (hot-rolled steel bars) and 9% (cold finished bars); the Company’s global
market shares are 7% (wire rods), 7% (hot-rolled steel coils) and 2% (cold finished bars). Market share in
Europe: 20% in automotive industry, and 22% in oil & gas industry.
Note: The above market shares are estimated only in respect of the territories to which we sell products
and our available specifications.
(3) Resources Business
Nickel pig iron produced by PT. Walsin Nickel Industrial Indonesia is the upstream raw material for stainless
steel manufacturing, which is mainly supplied to local steel mills in Indonesia for smelting stainless steel.
The sales of nickel pig iron in 2023 were 380,000 metric tons, with full production and sales. PT. Sunny Metal
Industry primarily produces nickel matte for downstream battery material manufacturers, with the
flexibility to produce nickel pig iron depending on market conditions. In 2023, nickel matte sales amounted
to 33,000 metric tons of nickel, and nickel pig iron sales reached 17,000 metric tons, achieving full
production and sales. The Company's 2023 nickel pig iron production accounted for approximately 4% of
Indonesia's total production. In 2023, high-grade nickel matte production in Indonesia was 240,000 metric
tons of nickel, with the use of the Company's nickel matte accounting for approximately 12.7%.
125
Business Overview
In terms of agency service, the Company has been acting as an agent for the sales of Indonesia Tsingshan
since May 2020. We sell as an agent mainly stainless steel products, such as stainless steel billets, slabs and
hot rolled steel coils, to mainly Taiwan enterprises, with the aim of maintaining the international
competitiveness of Taiwan's stainless steel plate products and promoting the overall efficiency of the value
chain of the stainless steel industry. The Company received orders of about 680,000 metric tons in 2020,
about 980,000 metric tons in 2021, and over 800,000 metric tons in both 2022 and 2023, stably accounting
for more than 80% of Taiwan's 300 series hot rolled stainless steel imports.
(4) Real Estate Business
In 2023, the area of business land transactions in Nanjing totaled 4.101 million square meters, down by 18%
year-on-year, with the total transaction amount of RMB104.73 billion, down by 36% year-on-year, which
signals a continued reduction in and the bottoming out of supply and sales. The development scale of Walsin
Centro in Nanjing Hexi exceeds 1 million square meters, and the finished residential units have been sold
out. The commercial shopping center has been successfully opened and operated. Currently, the main
products are the leasing and operation of Office Building No. 1 and the design and planning of plots in Phase
3.
2. Overview of supply and demand and projected growth
(1) Wire and Cable Business
According to the global copper production forecast by the International Copper Study Group (ICSG), global
copper supply will grow by about 3.7% in 2024. In terms of refined copper production, ICSG expects refined
copper production to grow by 4.6% in 2024. In terms of the refined copper consumption, despite a
challenging global economic outlook, the anticipated improvement in manufacturing activities, ongoing
energy transition, and the development of new semiconductor capacities globally are expected to support
the growth in refined copper consumption, with a projected increase of 2.7% in 2024. Infrastructure
development in major countries and the global trend towards clean energy and electric vehicle
development are expected to continue to support the long-term growth of copper demand.
Mainland China continues to promote infrastructure construction, with investments in power supply and
grid projects expected to rise. The State Grid announced at its annual work conference that it would
continue to enhance the construction of a smart and strong power grid, promote green and low-carbon
energy transformation, and initiate ultra-high voltage project constructions, with the total investment in
2024 expected to exceed RMB 500 billion. Additionally, with the continuous expansion of the automotive
industry, both domestic and export sales of new energy vehicles are expected to maintain double-digit
growth, with a positive growth outlook for 2024. In the real estate sector, Mainland China's continued
relaxation of related policies is expected to stabilize the industry gradually. Overall, the development of the
aforementioned industries should drive copper consumption demand, support copper prices, and stabilize
and potentially promote the production and sales of cable-related products.
In view of the shift of global supply chains and the change of regionalization in Taiwan, the number of
Taiwanese businesses returning to Taiwan to build factories continues to increase. The Executive Yuan has
approved to extend the period of acceptance of the Action Plan for Welcoming Taiwan Businesses to Invest
in Taiwan to 2024, in order to maintain the strength of private investment. In addition, the Ministry of
Economic Affairs (MOEA) estimates that Taiwan's electricity consumption will grow at an average annual
rate of 2.5% from 2021 to 2050, and the national electricity consumption will reach 573.1 billion kWh by
2050, which is expected to increase the demand for electricity from the public. Following significant power
outages across Taiwan (such as 303 and 517 Outages), public concern over power outage crises prompted
the MOEA to announce the "Strengthening Power Grid Resilience Construction Plan," aiming to invest
NT$564.5 billion over ten years, focusing on distributing, strengthening, and protecting against power grids.
Taiwan Power Company, tasked with great responsibility of energy transformation and stable power supply,
has significantly invested in power plant renewal, hydropower, offshore wind power, solar power, and
126
constructions of power transmission and transformation projects, with capital expenditures reaching
NT$85.3 billion in 2023 and increasing to NT$130.9 billion NTD in 2024, a 54% annual increase, boosting
orders and revenues for related businesses, with the wire and cable industry being one of the biggest
beneficiaries. With the demand generated by various projects promoted by the government, future orders
for the cable will be highly predicable for us.
(2) Stainless Steel Business
The expansion of global stainless steel and crude steel production capacity has reached a plateau. Under
the carbon emission control policy in mainland China, factories are replacing old instead of creating new
capacity, while European and American steel mills, after years of consolidation, have ceased increasing
capacity and shifted their focus to high-end industry applications and nickel-based alloy production. In
Indonesia, the pace of capacity investments has slowed down, while stainless steel makers in the rest of the
countries around the world will operate only through the development of steelmaking technology, so that
the existing capacity may be slightly increased; therefore, we will not see the previous annual growth of
capacity in double-digits any longer. On the demand side, the International Stainless Steel Forum
(Worldstainless) estimates that global stainless steel consumption will grow by 3.4% in 2024, maintaining a
positive growth rate. However, considering the impact of the current global economic uncertainty, such
growth may be very limited. Although the increase or decrease in stainless steel consumption is susceptible
to fluctuations due to changes in the current year's economy, the compound annual growth rate of stainless
steel consumption during the past 10 years is about 2% to 3%, and we expect this trend to be maintained
in the coming years.
The growth of demand also varies depending on the product type. Flat panel products account for more
than 80% of the total stainless steel usage and are widely used in various end-use applications, with a high
correlation between the increase or decrease in demand and the economic conditions. The application of
long strip products are industry-specific; it is expected that the robust development of infrastructure,
machinery and equipment, transportation, new energy, and semiconductor in recent years will drive the
demand for long strip products, which will increase at a rate faster than the flat panel products in the next
few years.
(3) Resources Business
According to SMM's research report, Indonesia's nickel pig iron production increased by 231,300 metric
tons of nickel in 2023. The production of nickel pig iron by smelters in mainland China reduced by 5.12% in
2023 due to profitability factors and replenishments from Indonesia, and is expected to slightly reduce or
remain flat in 2024. As far as the demand side is concerned, it is more economic for stainless steel mills to
use nickel pig iron than scrap steel; therefore, we expect that the proportion of China's use of nickel pig iron
to produce stainless steel will continue to increase, while Japan, South Korea, India and other countries are
also likely to increase the use of nickel pig iron from Indonesia, coupled with the possible smooth transition
of nickel pig iron to nickel matte production lines, it is expected that nickel pig iron supply and demand will
be in a dynamic balance. In response to the green energy transition and the booming development of the
downstream new energy industry chain, the capacity for battery nickel intermediates, including nickel matte,
has been released since 2021, with rapid growth from 2022 to 2023. In 2023, Indonesia's high-grade nickel
matte production reached 240,000 metric tons of nickel, an 18% increase from 2022. Indonesia plans to
continue expanding intermediate product capacity in the coming years, with new capacity expected to be
commissioned in 2024, and the overall industry chains gradually extending downstream.
In terms of our agency services, in 2022, the supply chain anomalies normalized, and the total quantity of
300 series hot rolled stainless steel imported into Taiwan was about 900,000 to 950,000 metric tons in 2023,
which is almost the same as the import quantity in 2022. This level of import volume is equivalent to the
rigid demand for the Taiwan market. However, considering recent trade barriers and anti-circumvention
127
Business Overview
investigations on Indonesian stainless steel semi-finished materials, the import volume of stainless steel
from Indonesia to Taiwan is expected to remain flat in 2024.
(4) Real Estate Business
Nanjing Jiangyou District is building a Yuantong shopping district centered on the Yuantong subway station
to create a "demonstration area of international consumer center city." Yuantong is becoming the business
office center with the highest standard of construction and the largest number of new projects in Nanjing,
and the position of the Jiangyou District and the business center of Hexi in the urban structure of Nanjing
has become more solid. After becoming a financial center, the core area of Yuantong will also become the
center of business offices and commercial consumption in Nanjing.
Looking ahead to the development of Walsin Centro, Nos. One and Six Office Buildings continue to operate
and have established Walsin's position as the first tier and leading brand in Nanjing's quality business office
industry. The arrival of many headquarters-type office enterprises in the future will provide stable rental
income and bring sufficient customer flow and stable consumption to the shopping center of One Mall, thus
promoting the steady development of the real estate sector.
3. Competitive niche, favorable and unfavorable factors for long-term growth and response measures
Wire and Cable Business
Competitive
Niche
(1) We have the advantage of stable internal supply of important raw materials of copper metal
and can give full play to the benefits from the upstream and downstream integration.
(2) Long-term supply of products and services related to demand for project engineering,
accumulating rich supplier experience and having brand advantages.
(3) Advantages such as local supply and branding will help to enter the industrial cable field
such as solar energy, offshore wind power and port infrastructure.
(1) The performance of quality, service and delivery is highly satisfactory to customers and we
have brand power in the Taiwanese engineering market.
Favorable
Factors
(2) The high-voltage cable demand in the public sector may grow steadily, driven by
Taipower's construction initiative to reinforce the resilience of its power grids.
(3) The increase in investment from Taiwanese business back in Taiwan is driving cable demand
for factory expansion, commercial offices and housing.
(1) Real estate is susceptible to recessions, inflation, interest rate hikes, stock market volatility,
high material prices and labor shortages, as well as the government's implementation of
policies to combat property speculation. Therefore, in a strong wait-and-see atmosphere,
the recovery of property purchases is delayed in the market, and the fluctuations in demand
have intensified and are hard to predict.
(2) The private sector faces oversupply and price competition.
(1) We will make focused research on technology applications and change the nature of our
services by being service-oriented. Through Industry 4.0 and production and sales
intelligence, we expect to improve our efficiency and service capacity.
(2) We will actively cooperate with the government's policy for net zero and carbon reduction
by being technology-oriented, and grasp the infrastructure business opportunities such as
renewable energy, new energy vehicles and grid renewal and expansion.
Unfavorable
Factors
Response
Measures
128
Competitive
Niche
Favorable
Factors
Stainess Steel Business
(1) We have production sites in Taiwan, China, Italy, the UK, and Sweden for the long strips, with
a stable quality and delivery period, so that we can supply to each market nearby and
support each other for any shortage of products.
(2) Plate materials have the advantage of short delivery period. We can cooperate with players
in ASEAN countries to develop OEM to expand the available specifications.
(3) We invest in upstream raw materials by building a nickel pig iron plant in Indonesia to
improve the international competitiveness of stainless steel products and increase the
hedging capacity for raw materials.
(4) Possessing vacuum melting and re-melting technologies and holding a robust market share
in high-end markets.
(1) Taiwan's cold-rolled steel coils are protected by anti-dumping duties.
(2) China's policies have restricted the expansion of crude steel capacity.
(3) Trade wars, regional economies, and geopolitics have led to de-globalization/short supply
chains, so the industry is paying more attention to local supply sources.
(4) The growth potential in high-end markets such as aerospace, oil and gas, and new energy.
(1) China-based steel manufacturers have set up integrated production lines from nickel raw
materials to products in China and Indonesia, significantly cutting production costs and
reducing the general supplies market to pure price competition.
Unfavorable
Factors
(2) Global trade protectionism, frequent anti-dumping cases, EU steel defense measures and
China's and Indonesia's increase in exports affect global steel liquidity and reduce the
Company's export volume.
(3) Increasing awareness of environmental protection and the initiatives of many countries to
impose or propose carbon fees and carbon tariffs will increase the operating costs of, and
weaken profit margins of, the steel industry.
(1) In addition to continuing to strengthen the advantages in our integrated production lines,
we will gradually develop product specifications and high value-added steel grades, as well
as actively expand the sales volume of niche steel and increase the quality of processed
products.
(2) Maintaining major customers, actively developing new customer bases and expanding
suitable markets for export
(3) Continuing to improve internal processes and carrying out industrial 4.0 automation projects
to improve the efficiency and reducing costs.
Response
Measures
(4) Utilizing the synergy of horizontal integration among plants, increasing the scale and
efficiency of our sales, and positioning ourselves for high-value products, so as to enhance
our overall competitiveness.
(5) Actively investing in energy-saving and environmental protection equipment and deploying
green power industry to enhance our competitiveness in environmental protection costs.
(6) Operational vertical integration to control the value chain and cost competitiveness.
(7) Through meticulous integration plans, clear communication, diligent work, and seamless
team collaboration, maximizing sales and operational synergies.
(8) Focusing on ESG sustainable development, actively
environmental protection equipment, and expansion
environmental cost competitiveness. Additionally, actively monitoring
environment to ensure employee safety and health.
investing
in energy-saving,
into green power, enhancing
the work
Resources Business
Competitive
Niche
(1) Nickel pig iron and nickel matte production line are located in Indonesia, which is a major
producer of nickel ore in the world and has advantages in raw material prices and production
costs.
(2) The production lines are equipped with its own power plant, which can supply electricity for
full production without any issue.
Favorable
Factors
(1) With Mainland China's continued shrinking in the nickel pig iron production due to
unfavorable production costs, Indonesia nickel pig iron is expected to make up for the
129
Business Overview
Resources Business
possible production reduction gap in Mainland China. China's abolition of export tax has
increased the cost of exports, and our agency service has a cost advantage over the the steel
coils produced by Tsingshan Indonesia.
(2) The Indonesian government continues to ban the export of nickel ore, and the local raw
material has a cost advantage. The Indonesian government may subsequently restrict the
issuance of licenses for smelting, which will raise the barrier of entry for later competitors.
As environmental awareness is increasing, carbon reduction has become a common issue
worldwide. Governments and economies around the world continue to adopt policies to
strengthen environmental controls and carbon reduction efforts. We expect that related taxes,
charges and other expenses will be unavoidable.
In addition to stabilizing capacity utilization and refining production plans, in response to
international carbon reduction policy trends and requirements from the United States and the
European Union, the Company has begun conducting a comprehensive carbon footprint
inventory and source classification, discussing various carbon reduction measures, and preparing
for the assessment and execution of carbon reduction benefits in advance.
Real Estate Business
(1) Walsin Centro is located in the core area of Nanjing Hexi New City, including office buildings,
commercial centers, quality houses and other types of products, with the floors under
development reaching more than 1 million square meters; thus, Walsin Centro has become
a landmark project in Nanjing, with location, business and scale advantages.
(2) Office Building No. 1, in line with the new trend of market demand, widely uses energy-
saving and environmentally-friendly new materials and new technologies. We've also paid
attention to the humanization of our design and the durability and maintainability of our
products from the details. Our products have a competitive edge in that they have passed
LEED & WELL double gold international certification.
(3) Office Building No.1 has established a leading position for Walsin Centro in Nanjing's high-
quality business office industry within two years of entering the market, with its high-quality
building image, high-standard operational services, and excellent leasing performance
becoming the industry benchmark for the high-end office industry in Nanjing.
(1) The economy promoted by the Chinese government has continued to develop for many
years. The central city has great ability to promote and control the economy, which makes
the high-end office building market stable for a long time, and demand growth can be
expected.
(2) With the delivery of residential housing in the project, the resident population is growing
rapidly; transportation facilities and public ancillary services have been completed, the
market is fully mature, and business demand continues to grow steadily.
(3) The development of CBD is close to completion, and the further concentrated demand for
high-end office buildings in the central area of Hexi will lead that in Nanjing.
Unfavorable
Factors
Response
Measures
Competitive
Niche
Favorable
Factors
Unfavorable
Factors
Response
Measures
The supply of Grade A office buildings has increased, with government self-built projects being
forcefully prioritized for introduction, leading to more severe competition for customer
resources and further expanding competition among buildings.
Tracking and responding in advance the policy trends of government departments governing
relevant industries in a timely manner, and timely seizing the best timing for lease and sales
according to market changes, in order to expand our client base.
130
(2) Key applications and production processes of main products
1. Key Applications of Main Products
Main Products
Key Applications
Copper material
Power cables
Wire and cable conductor, home appliances, electrical and electronic devices,
transformers, etc.
Primarily used for power plants, power transmission and distribution, plant facilities,
transportation construction, construction of power transmission lines, etc.
Steel billets
Hot-rolled wire rods, hot-rolled straight rods, flanges, seamless steel pipes, etc.
Flat billet
Wire rods
Hot-rolled coil (flat
panel category)
Hot-rolled steel coils, hot-rolled plates, heavy forgings, etc.
Screws and nuts, springs, welding rods, steel wires, braids and hardware wires, etc.
Chemical tanks, pipes for industry and building and pipes for petrochemical industry
Cold rolled coil (flat
panel category)
Building decoration, kitchen utensils, appliances, medical equipment, electronic
communications, chemical tanks and steel tubes
Peeled straight rods
Forging materials, turning parts, electric machine accessories, etc.
Cold finish straight
rods
Shafts, medical equipment, furniture decoration items, turning parts, electric
machine accessories, etc.
Stainless steel
seamless pipe
Petrochemical heat exchanger; fluid pipe and instrument pipe boiler station pipe;
nuclear power station pipe; shipboard fluid pipe and instrument pipe; turning pipe.
Mechanical processing
shaft semi-finished
products
Engineering
components
Nickle pig iron
Nickel matte
Aircraft engines, oil and gas mud engines, drill bits, etc.
Customized products
Our products are mainly supplied to and used by steel mills to smelt stainless steel,
and processed into semi-finished stainless steel products such as billets, slabs, HR
coils and HR straight bars.
We supply the product to mainly nickel sulfate factories for processing into nickel
sulfate, which can continue to go downstream for the production of electrolytic
nickel or ternary cathode materials for batteries.
Real estate
Housing, office buildings and shopping malls
131
Business Overview
2. Production Process
(1) Wire and Cable Business
Copper plate
Shaft furnace
Casting machine
Pull-in rolling
Dissolution
Casting / rolling
Cable
Extruder
Collection
machine
Extruder
Coating / extrusion
Collection
Insulation / extrusion
(2) Stainless Steel Business
Reduction
Copper bar
Wire drawing
machine
Wire drawing
Wire stranding
machine
Wire stranding
132
(3) Resources Business
Nickel Pig
Iron
Laterite nickel ore
Shredding &
Sieving
Ballast
Reducing Agent
Drying
Dry Kiln
Pre-Reduction
Rotary Kiln
Nickel
Matte
Sulphidizing Reagent
Sieving &
Shredding
Electric Furnace
Smelting in Electric
Furnace
Electric Furnace
Nickel-Iron Alloy
Blowing in Rotary
Furnace
Rotary Furnace
Nickel Matte
(3) Supply Status of Main Raw Materials
Business Unit
Main Raw Materials
Description of Supply Status
Wire and
cables
Copper plates
Polyethylene
Other chemical materials
Pure nickel, high carbon nickel
iron, high carbon ferrochrome,
stainless steel scraps, grade 1
steel scraps, molybdenum iron,
etc.
Stainless
Steel
Commodity
Laterite nickel ore
Land
Construction Projects and
Materials
Commercial
Real Estate
Retailers
The main sources are Japan, Australia, Chile and Southeast
Asia by signing long-term annual contracts, which sources are
supplemented by spot purchases. Therefore, the supply is
stable.
Purchased by quarterly quantity bargaining, mainly imported
from Middle East, Europe and Japan.
Adopts monthly/quarterly quantity bargaining method and
raw materials should mainly be locally sourced.
We seek
long-term partnerships with well-established,
reputable suppliers and allocate the appropriate proportion of
supply sources to diversify risks and enhance the resilience of
the supply chain. In addition to being sourced from Taiwan,
raw materials are also from Indonesia, Japan, Australia, New
Caledonia, South Africa, Europe, United States and China.
All laterite nickel ore used for nickel pig iron and nickel matte
is sourced from local suppliers in Indonesia, and the supply is
stable.
Implement land reserves pursuant to the Company’s real
estate development strategy and participate in government
land auction tenders.
reduces costs and enhances
The Company
selecting good quality construction
effectiveness by
companies and as well as material and equipment suppliers
through tenders.
Integrating resources and doing a good job of gathering office
demand for high-end enterprises, quality customers and
signing contract with merchants according to the Company's
project positioning, business objectives and development
ideas for the phase 2 of the Office Building No.1, by further
leveraging the advantage of high-quality, premium services.
further
133
Business Overview
(4) The names, procurement (sales) amounts and ratio of our clients whose total procurement (sales) for
any year in the last two years reached 10% or more.
1. Major supplier information for the last two years
Year
2022
Item
Name
Amount
Supplier A 20,022,193
141,099,498
Other
(Note)
Net
Purchases
161,121,691
Percentage of
Total
Purchases (%)
12.4
87.6
100
Relationsh
ip with
Issuer
-
Name
Amount
Unit: NT$ thousands
2023
Percentage of
Total
Purchases (%)
Relations
hip with
Issuer
-
-
-
Other
(Note)
Net
Purchases
156,291,794
156,291,794
100
100
-
-
Reason for the change: 10% of purchases were from a single vendor in 2022, due to the advantages offered by
the vendor.
Note: There is no supplier accounting for more than 10% of total amount of purchases.
2. Major customer information for the last two years
Year
2022
2023
Unit: NT$ thousands
Item Name
Amount
Percentage of
Net Sales (%)
Name
Amount
Net Sales
189,839,626
Note: There is no customer accounting for more than 10% of the total sales amount.
180,400,719
Net Sales
100
Relations
hip with
Issuer
-
Percentage of
Net Sales (%)
100
Relations
hip with
Issuer
-
(5) Output volume and value for the last two years
Year
Production
value/main product
Bare copper wire
Production
capacity
252,000
2022
Production
volume
165,794
Value
43,760,292
Production
capacity
252,000
Volume Unit: Tonne
Currency Unit: NT$1,000
2023
Production
volume
119,047
Value
26,672,388
Wire and cables
58,920
45,537
14,640,970
52,920
36,848
12,099,505
Steel strands
Stainless steel strips
and bars
81,200
66,806
615,742 532,241
1,836,131
76,800
41,456
1,174,289
44,569,930
881,643
631,142
63,783,575
Stainless steel coils
300,000
287,058
24,837,187
300,000
303,817
23,659,505
Seamless steel pipes
14,400
14,093
3,193,241
16,130
15,838
4,218,551
Nickle pig iron
40,956
40,956
12,118,333
89,406
89,406
31,759,542
Total
144,956,084
163,367,355
Note1: Product capacity means the quantity that can be produced under normal operation with the existing
production equipment while taking into account factors such as work stoppage and holidays.
134
(6) Sales volume and value for the last two years
2022
2023
Volume Unit: Tonne
Currency Unit: NT$ 1,000
Domestic Sales
Exports
Domestic Sales
Exports
Year
Value of
Main
Products/
Sales
volume and
value
Main
Products
volume
Sales
Sales value
Sales
volume
Sales value
Sales
volume
Sales value
Sales
volume
Sales value
Bare copper
wire
Wire and
cables
Steel
strands
Stainless
steel strips
and bars
Stainless
steel coils
Seamless
steel pipes
Nickel pig
iron
Others
(Note)
Total
96,909
19,904,276
64,331 17,370,198
63,131
11,823,845
52,347 14,275,532
48,167
18,671,101
2,643
753,425
38,459
15,548,660
1,844
569,334
64,299
1,939,353
2,956
80,766
36,549
1,068,625
3,470
88,666
350,619
30,734,171 116,776 14,527,314 461,470
47,225,699 144,823 17,843,316
213,100
18,563,523 100,498
9,259,867 238,684
18,360,341
66,046
5,148,862
7,120
1,877,398
7,263
1,748,933
7,675
2,084,293
8,928
2,341,972
40,956
22,086,992
65,996
27,945,666
23,410 11,133,380
-
22,134,155
-
749,247
-
12,443,612
-
1,937,823
135,910,969
44,489,750
136,500,741
53,338,885
Note 1: “Others" include sales of non-core business products as well as real estate business, rental and product
income revenues.
135
Business Overview
3. Employee Data
(1) Employees of Walsin Lihwa Holdings Limited:
Year
Number of employees
Average age
Average years of service
Education
background
(%)
Ph.D.
Master's
University/College
High school
Below high school
2022
9,691
37.1
6.9
0.3
6.3
37.6
39.8
16.0
As of March 20, 2024
Current Year as of
March 20, 2023
10,476
29.1
6.7
0.3
6.8
31.9
43.6
17.4
2023
10,508
36.8
7.3
0.3
6.9
31.9
43.5
17.4
Note: Walsin Lihwa Group includes all of Walsin Lihwa's business divisions and subsidiaries.
(2) Employees of Walsin Lihwa Corp.:
Year
Number of employees
Average age
Average years of service
Education
background
(%)
Ph.D.
Master's
University/College
High school
Below high school
2022
2,981
39.0
9.6
1.0
18.7
42.8
23.6
14.0
As of March 20, 2024
Current Year as of
March 20, 2024
2960
39.5
10.1
0.9
19.5
42.8
22.5
14.3
2023
2992
39.4
9.9
1.0
19.8
42.5
22.5
14.2
136
4. Environmental Protection Expenditure Information
(1) For the most recent year and up to the date of publication of the annual report, the losses suffered by
the Company as a result of environmental pollution (including compensations and violations of
environmental protection laws and regulations found in environmental protection inspections; the
punishment date, the letter number, the legal basis for the punishment, the legal provision and the
content of the punishment shall be specified), and the estimated amount of such losses that may occur
now and in the future and the countermeasures against them; if they are not reasonably possible to
estimate, the facts that they cannot be reasonably estimated should be stated: The Company did not
have any major environmental fines in 2023(Note).
Note: The standard for disclosure of major fines is NT$100,000/RMB22,000
The Company will continue to enhance its environmental management around its factories. We also plan to
prevent the recurrence of violation via internal control, environmental education & training, as well as our annual
KPI evaluation system.
(2) Future response measures (including improvement measures) and possible expenses:
Despite the large amount of manpower, materials and funding invested in environmental protection to comply
with international benchmarks over the years, Walsin Holdings was still fined for pollution. To keep pollution under
adequate control, the Company requires factories in Taiwan and overseas to step up self-regulation to avoid
human errors and to implement economically feasible environmental management projects. Internal audit and
environmental education & training (including regulatory identification) will also be applied to assist in reinforcing
self-regulation and horizontal development at various factories. Environmental
investment plans and
management measures are as follows:
1. Obtained ISO-14001 certification for system management:
In line with international environmental conventions, factories in both Taiwan (Hsinchuang plant 1, Hsinchuang
plant 2, Yangmei plant, Taichung plant and Yenshui plant) and mainland China (Shanghai Walsin Lihwa Power
Wire & Cable plant, Nanjing plant, Jiangyin plant, Yantai plant and Changshu plant) have all obtained
"Environmental Management System" certification. In order to ensure the operational effectiveness of Walsin's
environmental management system, the Company hired a professional consulting team in 2017 to instruct 10
domestic and overseas factories to transition to ISO 14001:2015. Basic operation for ISO 45001 was also
introduced as a pilot program, as environmental protection and vocational safety & health management system
are integrated into a universal operating model across the entire group while on-site guidance is also provided.
Consistency in documentation and stability in system operation are required of these factories. Through
educational training at various factories, the spirit of the management system is deeply ingrained in actual
factory operation after multiple training sessions focusing on topics ranging from regulatory interpretation to
actual operation. Furthermore, with a proactive attitude, we will continue to improve our overall environmental
protection efforts and vocational safety & health condition. We will strive to enhance environmental
performance, reduce environmental
international
competitiveness. Walsin has completed the integration and version conversion of its management system at all
of its factories at home and abroad in 2018, with the certificates being valid for three years. The relevant
certificate documents are placed in the document management section of Walsin Lihwua website
image and boost our
improve corporate
loss,
2. Air pollution management:
Comply with the air pollution control laws in Taiwan and in China and apply for permits for fixed (atmospheric)
pollution source ranges that are progressively announced. The various plants in Taiwan and in China have
obtained operating (emission of pollutants) permits for various manufacturing processes and facilities, reducing
atmospheric emissions.
3. Greenhouse gas emission and campaign for reduction:
To counter climate change and global warming, reduction in greenhouse gas emission is a necessary measure.
GHGs inventories provide compliance basis for efforts to reduce greenhouse gas emission.
Since 2015, the Company has established the "Safe Environment Information Platform--the ability to conduct
GHGs inventories and to calculate carbon emission for products" to collect greenhouse gas emissions at home
and abroad. Through continuous review every year and smart system management, the Company keeps
137
Business Overview
optimizing its greenhouse gas emissions. Through the electronic system, we can grasp the current year's
quarterly emissions and compare them with the same period last year, and further produce the trend graph for
the quarterly meeting of the Environmental, Safety and Health Management Committee to review the carbon
emissions regularly, so as to effectively review and manage the Company's carbon emissions. In addition, in
order to improve the company-wise operation of the greenhouse gas control system, we also plan to promote
the implementation of ISO 14064-1 in each plant. In 2015, our Taichung and Yenshui plants in Taiwan have
obtained ISO 14064-1 certification, and the latest certificates and expiration dates are regularly posted on our
CSR website every August. Hsinchuang, Yangmei, Taichung, and Yenshui Plants have also obtained the new
version of ISO 14064:2018 certification in 2021, and at the same time, we planned to promote the introduction
of ISO 14064-1 in overseas plants and have executed the same and obtained a third-party certification in 2023.
At the same time, we are also actively participating in overseas carbon emission trading to integrate into China’s
carbon trading market, which can not only ensure that the Company has sufficient carbon allowance in the
future, but also promote measures such as energy conservation through advanced technology, thereby laying
a good foundation for the Company's long-term operation and development.
Safety and Environmental Information Platform
Since 2015, “Safety and Environmental Information Platform - Greenhouse Gas Inventory and Calculation
Product Carbon Inventory” has been established and continuously optimized to collect the greenhouse gas
emissions of each plant; the Environment, Health and Safety Committee reviews and manages the greenhouse
gas emissions on a quarterly basis.
ISO 50001(Energy
Management System)
ISO 14064-1 (Greenhouse Gas Verification Standards)
Since 2018, our Taiwan’s
plants and China’s plants
have promoted the five-year
energy management plan
(2022-2027) based on ISO
50001,
annual
dynamic review has been
conducted based on the
status of each plant.
and
an
Since 2015, we have promoted the introduction of ISO
14064-1 in all plants, and our Taichung Plant and
Yenshui Plant have passed ISO 14064-1 certification.
In 2020, our Hsinchuang Plant and Yangmei Plant and
in 2022, overseas plants introduced the ISO 14064-
1:2018 standards to conduct internal greenhouse gas
emission inventory;
From 2022 to 2023, our four plants in Taiwan
continued to pass ISO 14064-1:2018 certification.
In 2023, our overseas plants passed the ISO 14064-
1:2018 certification.
the
ISO 14067 (International
Standards for Product
Carbon Footprint)
Our four plants in Taiwan
completed
product
carbon footprint inventory
based on ISO 14067:2018,
and our Hsinchuang Plant
third-party
passed
product carbon
footprint
verification.
the
In addition, Walsin continues to pay attention to the development of carbon emission trading, EU carbon border
tax, Taiwan carbon fee, and internal carbon pricing, and to participate in the operation of China’s carbon trading
market, in order to ensure the future carbon allowance and the Company's sustainable operation and
development.
138
(1) Greenhouse Gas Value Chain Inventory (GHG Scope 1-2)
排
放
量
1000000
900000
800000
700000
600000
500000
400000
300000
200000
100000
0
GHG Emission by Plants in Taiwan and Overseas (in Asia)
排放量（公噸CO2e）
Product volume (in metric tons)
產品量（公噸）
904,500
811,425
948,618
828,147
757,046
364,590
421,178
366,881
391,899
396,225
397,647
350,687
227,751
225,795
219,841
445,571
271,079
326,476
269,214
204,134
臺灣
海外
臺灣
海外
臺灣
海外
臺灣
海外
臺灣
海外
2019
2020
2021
2022
2023
(2) Greenhouse Gas Value Chain Inventory (GHG Scope 3)
Walsin Lihwa, in an effort to create a greater impact on climate change and to enhance the highest value of the
product value chain, extends its carbon management plan beyond its own operational greenhouse gas emissions.
139
Business Overview
Following the ISO 14064:2018 and GHG Protocol standards, and through third-party verification and disclosure,
Walsin Lihwa expands its carbon management plan to include its value chain partners. This identifies the most
emission-intensive activities within the value chain as a precise guide for emission reduction strategies, also
uncovering more opportunities for transformation. In the action plan for 2023, we have established a low-carbon
alliance and promoted a sustainable supply chain, working together with our value chain partners to create a
sustainable development business model.
In our 2023 project of Scope 3 greenhouse gas inventory, we adopted materiality assessment criteria, considering
factors such as emission volume, improvement potential, and quantification methods. We identified emissions from
upstream raw materials of our purchased products and services, upstream emissions from fuel and energy-related
activities, and disclosed a total of 12 items in Scope 3/Categories 3 to 4. Walsin Lihwa continues to collaborate with
its value chain partners in developing low-carbon products through strategies such as green product design, jointly
combating climate change and global warming with its value chain partners.
GHG Protocol
ISO 14064-1:2018
Category 4: Emissions from upstream
transportation and distribution
Category 7: Emissions from employee
commuting
Category 9: Emissions from downstream
transportation and distribution
Category 3: Emissions from fuel- and energy-
related activities (not covered in Scope 1 or
Scope 2)
Category 5: Emissions from waste generated
in operations
Category 3: Greenhouse
gas emissions from
transportation
Category 4: Indirect
greenhouse gas
emissions from
products used by the
organization
Scope 3
Emissions from
Taiwan Plants
(MTCO2e)
Overseas Plants
(Asia)
(MTCO2e)
109,684.67
74,840.48
2,102,479.49
2,035,642.18
Note: 1. Scope 1 is direct energy, and Scope 2 and Scope 3 are indirect energy; the sources of greenhouse gas
emissions include CO2, N2O, CH4, HFCs, and SF6
2. Taiwan: Yangmei Plant, Hsinchuang Plant, Yenshui Plant, and Taichung Plant
3. Overseas (Asia): Jiangyin Alloy, Shanghai Walsin, Yantai Walsin, Changshu Walsin, and Walsin Precision
4. Overseas (Europe): Italy (CAS)
5. Emission Unit: MTCO2e; Intensity Unit: MTCO2e/metric tons of product
6. The emission factor is based on the Environmental Protection Administration's announced greenhouse gas
emission factor management table version 6.02, with the GWP (Global Warming Potential) values taken
from the IPCC 6th Assessment Report (2021) . The greenhouse gas compilation method is based on the
operational control approach.
7. 2014 is the starting year for the Company’s implementation of the energy-saving plan
8. Scope 2 emissions are calculated based on a location-based approach
4. Wastewater treatment:
The wastewater from each of Walsin Lihwa's plants has been properly treated and discharged through
wastewater treatment facilities in the plant site and the wastewater quality testing has been regularly
conducted to avoid the impact of wastewater discharge on the environment. Management at source is most
important in water conservation. Based on water quality characteristics, the treatment procedures were
designed and recycling units were installed, so the wastewater has been discharged to nearby rivers according
to regulations or piped to recycling units in order to effectively use limited water resources. Each plant site has
adjusted equipment and process to reduce water consumption and improve wastewater recycling system, so
as to enhance the recycling ratio of the process water.
The average pollutant concentration in wastewater discharged by the factories in 2023 met the effluent criteria.
The recycling ratio of Taiwan plants reached 90% and above.
5. Strict control of industrial waste:
The 4Rs (reduce, reuse, recycle and recovery) have constituted the foundation for Walsin's waste production
and control. In 2023, our overall waste recycling rate of copper wire, wire and cable and stainless steel reached
95.61%, of which the non-hazardous waste recycling rate was 97.20% to 98.89%; hazardous waste was 55.9%
140
to 99.55%. Except for some of the waste produced by self-recycling and reuse, the rest are entrusted to qualified
manufacturers for removal, treatment or reuse. The output of waste in Taiwan and overseas factories increased
by 6% compared with 2022, mainly because of the addition of Yantai rolling mill; for the Taiwan plants, the
overall waste recycling rate of harmful waste increased by 1.82% compared with 2022, mainly because all the
waste acid from Yenshui Plant was transported to the Taichung Plant for waste acid treatment and reuse and
process improvement and adjustment, thereby reducing the dust collection ash and sludge, and the landfill rate
of plants in Taiwan and overseas regions stood at <1% target.
Aside from continuing to promote source reduction of waste and recycling of waste in the plant, the Company
will, in conjunction with the strength of the supply chains, reduce the amount of raw materials and reduce the
harm that production may bring to the environment. The Company has established strict control and auditing
mechanisms for waste flow and screening of qualified vendors to ensure that waste flows are proper and legal.
Waste output and disposal by Taiwan and overseas plants in 2023 (Unit: Tonne):
Region
Disposal
Recycling
(for reuse)
Incineration
Burial
Other
treatment
Total
Recycling
rate
Incineration
rate
Burial rate
Other
treatment
Taiwan
Non-
hazardous
112,956.74 57,188.39 170,145.14
Hazardous
Total
Overseas (China and Malaysia)
Non-
hazardous
58,631.75
Hazardous
8,509.45
Total
67,141.20
Overseas (Europe)
Non-
hazardous
15,343.21
Hazardous
Total
4,520.58
19,863.79
699.80
27.71
2,530.30
4.92
249.13
4.00
704.72
276.84
2,534.30
339.10
321.99
0
5,686.07
409.36
616.95
6,025.17
731.35
616.95
0
57,201.61
96.08
0.052
0
6,326.84
0.052
57,201.61
6,422.92
116,214.55 57,446.44 173,660.99
97.98%
99.55%
97.20%
59,292.84
98.89%
15,221.83
55.90%
74,514.67
90.10%
72,640.90
21.12%
10,847.47
41.67%
83,488.38
23.97%
0.60%
0.01%
0.41%
0.57%
37.35%
8.09%
0.00%
0.00%
0.00%
0.02%
2.18%
0.43%
0.01%
0.16%
1.46%
0.54%
0.00%
2.69%
4.05%
0.98%
0.83%
78.75%
0. 13%
0.00%
58.33%
68.51%
7.69%
Note: 1. Except for the hazardous waste from dust collection by Yenshui Plant, which was recycled in the plant,
and the waste acid from Taichung Plant, which was disposed of and recycled in the plant (29,744.27
metric tons in total), all hazardous and non-hazardous waste generated by our plants in Taiwan and
Asia was disposed of outside of the plants.
2. The total amount of non-hazardous waste recycled in the European plants was 10,064.82 metric tons,
while the remaining hazardous and non-hazardous waste was disposed of outside of the plants.
6. Improving energy use efficiency:
Walsin Lihwa upholds the business philosophy of "Green Manufacturing, Happy Enterprise and Sustainable
Management". In addition to committing to quality management, pollution prevention, environmental
protection, safety and health, our company adopts "Enhancing energy efficiency and promoting clean energy"
as its energy management guidelines to fulfill its social responsibility in energy conservation and carbon
reduction. We aggressively incorporate energy-saving equipment, efficient technologies, environment-friendly
facilities and environmental protection designs and green process into promoting improvement of energy
efficiency at source. In response to the governments' energy policies and measures, we educate our employees
about energy conservation and inventory the energy consumed by equipment and facilities to seek
opportunities for improving our energy performance and to also effectively implement our energy saving plans.
7. Energy conservation and carbon reduction:
To reduce energy consumption and greenhouse gas emissions, since 2015, Walsin Lihwa has set up an energy
saving and carbon reduction management organization in each plant, set annual targets and various energy
saving and carbon reduction measures, and held regular meetings to review and set up an energy management
E-system for real-time management.
All of our four plants in Taiwan met the 1% energy conservation rate required by the Bureau of Energy, Ministry
of Economic Affairs in 2023, with an average electricity saving rate of 1.54%. The total energy saving rate of our
Taiwan and China plants was 1.64%, and a total of 133 carbon reduction initiatives were proposed, with a total
carbon reduction of 10,089.7 metric tons of CO2e/year. Total carbon reduction in our European plants reached
2,405 metric tons CO2e/year (contributed by 4 carbon reduction plans).
141
Business Overview
In 2022, the Environmental, Health and Safety Committee dynamically adjusted the five-year energy
management plan, setting an annual goal of reducing energy consumption and carbon emissions by 1.5%.
In 2021, the plan included the installation of renewable energy sources (solar energy) for self-consumption at
5.5 MWp. By 2023, 4.9 MWp had been successfully installed and connected to the grid, generating a total of
1,054,868 kWh of electricity. The remaining 0.6 MWp of solar energy for self-consumption is expected to be
completed by 2024.
In addition, in order to effectively manage the efficiency of energy use, the Environmental Safety and Health
Management Committee has formulated its five-year energy management plan from 2020, setting the goal of
continuous annual energy savings and carbon reduction of 1%. In doing so, the Company expects to effectively
reduce environmental pollution, reduce greenhouse gas emissions, reasonably and most efficiently use energy,
to meet the challenges of climate change.
How to Achieve Net Zero
Inventory & Energy
Conservation
Energy management systems and information platforms
Improve production and equipment efficiency
Energy saving solutions to reduce energy consumption
by 15%
(Energy saving measures - motors/waste heat/boilers...)
Internal Carbon Pricing
Unit carbon emissions and internal carbon pricing
Strengthen carbon reduction management efforts
Carbon
Management
Net Zero by 2050
Inventory & Energy Conservation
Externalization of low carbon technologies
Low carbon production & new technologies
Energy Creation
Green Energy Trading
Energy Creation
Solar power (PV)
Biomass/hydrogen energy
Green Energy Trading
Wind power
Opportunities for Low
Carbon Technology
Recycling &
Sustainable Green
Waste reduction and recycling
Sustainable green supply chain
Externalize carbon reduction
Understand and introduce new technologies
1) Equipment electrification / low carbon-free
power introduction
2) Hydrogen energy, negative carbon emission
technology (CCUS)
Develop low carbon products, raw materials and
materials
Carbon Reduction Results from 2015 to 2023 (Unit: MTCO2e)
2023 Energy Saving Plans
Plant
Project Type
Energy-Saving
Type
Project
Quantity
Energy
Savings
Taiwan
Energy saving in
manufacturing
processes/office
s
Overseas
(China &
Malaysia)
Energy saving in
manufacturing
processes
Electricity (kWh)
Natural gas (in
thousand cubic
meters)
Others (in metric
tons)
Total
Electricity (kWh)
Natural gas (in
thousand cubic
meters)
Vapor (in cubic
meters)
Total
Electricity (kWh)
142
Energy
Consumption
Reduced (in MJ)
50,978,976
14,276,930
93
5,884
11
379
-
-
4,195
-
65,255,906
36,345,480
632
14,276,930
Carbon
Reduction
(MTCO2e)
Carbon Reduction
Amount
2,965
1,880
1,104
5,949
2,713
1,309
NTD166,313,141
RMB 15,144,679
MYR 34,526
total equivalent to
NT$233,664,074
488
1,344,928
118
-
2,568
51,967,338
9,245
4,140
1,153
2
106
18
8
1
27
2
Plant
Project Type
Energy-Saving
Type
Project
Quantity
Energy
Savings
Energy
Consumption
Reduced (in MJ)
Carbon
Reduction
(MTCO2e)
Carbon Reduction
Amount
Overseas
(Europe
(CAS))
Energy saving in
manufacturing
processes
Natural gas (in
thousand cubic
meters)
Total
2
4
630
22,227,030
1,252
EUR 144,318
(equivalent to
NT$4,862,073)
-
22,236,275
2,405
Total Carbon Reduction NT$238,526,147
8. 2023 Environmental Investments
Walsin actively introduces advanced recycling equipment and combines various management systems and
methods to minimize the adverse impact of production activities on the environment, including reducing
emissions and improving recycling rates, introducing a complete environmental monitoring system to inventory
potential polluted areas, and taking preventive and improvement measures in advance. We spent a total of
NT$1,465,410,511 on environmental protection equipment and expenses in 2023.
2023 Environmental Investments by Walsin
Category of
Environmental Protection
Costs
Environmental Protection
Equipment Costs
Environmental Protection-
Related Management
Costs
Other Environmental
Protection-Related Costs
Taiwan (NTD)
China (RMB)
Malaysia (MYR)
Amount
%
Amount
%
Amount
%
82,159,000
14%
157,414,508
80%
0.0
0%
497,770,177 83%
26,134,407
13%
17,335.2
51%
17,151,988
3%
13,300,429
7%
16,462.5
49%
Total
597,081,165 100%
196,849,344 100%
33,797.7
100%
5. Employees-employer relations
(1) Worker-Management Relations and Welfare
The pursuit of excellence, innovation and learning and friendly environment form the basis of sustainable
development at Walsin Lihwa. Its respect and attention to "people" is reflected in its human resources
management systems and various worker-management relations mechanisms, which are described as follows:
1. Smooth worker-management communication channels
(1) In 1976 the Company established an industry union to advocate suitable policies and the voice and proposals
of workers are communicated using an employer and employee dual-channel communication method.
(2) The union's negotiation meetings between employer and employee representatives are held each quarter.
Union representative conferences are held every year to establish a good bridge of communication between
employers and employees. Walsin has not entered into a group agreement with the industry union. Although
the Company has established a union, the Company has not yet entered into a group agreement with it
because the union has not requested a group agreement from the Company to date.
(3) The Company publishes the "Walsin People Digital Newsletter" to share information on critical business
operations and management. The company has also established an international communication platform
to hold online events and opinion surveys.
2. The Company's remuneration is established on the principle of being able to attract and retain talent as follows:
(1) Salary: The Company ensures that its overall remuneration is competitive in the market through regular
market salary surveys every year. The Company's remuneration policy is based on the following
principles:
• A reasonable and competitive overall remuneration based on the market value of each
professional function and the employee's contribution to their responsibilities.
• Bonus payments are made in accordance with the Company's operational performance, the
achievement of team objectives and the employee's personal contribution and performance.
• Employees are paid and compensated on the basis of their academic experience, technical
expertise, professional seniority and personal performance, without discrimination based on
gender, race, religion, political affiliation, marital status or union affiliation.
• The starting salary standards for fresh graduates and foreign workers comply with local laws and
regulations.
143
Business Overview
• We create harmonious labor relations within the scope of the law, in accordance with the relevant
local laws and regulations.
(2) Bonuses and Rewards: The reward and compensation system offered by the Company is designed to
motivate employees who perform well in their work. Performance bonuses and
production bonuses are granted based on the Company's operational performance,
achievement of team goals and individual performance, and employees are
remunerated according to the Company's profitability.
3. We also provide a diverse welfare system that includes the following:
Insurance & Protection
insurance
(life
injury
hospitalization
insurance,
• Labor insurance
• Health insurance
• Group
insurance, accidental
insurance,
insurance, cancer
etc.)
• Overseas Travel and Expatriate
Insurance
• Regular health checks for all
staff
• Monthly pension payment
• Severance payments, pensions
Subsidies
• Travel Subsidies
• Subsidies for club activities
• Wedding and Funeral Grant
• Maternity benefit
• Supervisor's Health Benefits
• Hospitalization condolences
• Scholarship
Children
• Various
loans
interest-free
(emergency loans, education
loans for employees' children,
home purchase loans)
for Staff and
Other Benefits
• Birthday Gift Vouchers
• 3 Festival Gift Money (Voucher)
• Labor's Day Souvenirs
• Staff dorms (for some factories)
• Commuter Bus (Factories)
• Annual leave of absence on a pro
rata basis upon onboarding, which is
better than what is provided by law
• We invite experts and scholars to
life,
lectures on quality of
give
mindfulness, financial management,
and travel to colleagues
• Discount for employees by signing
contracts with vendors
• Gold medal for senior staff
• Corner of Massage
4. Under the "Walsin Lihwa Employee Learning and Development System," each employee is incorporated into
the Company's operating strategies, policies and target objectives based on his/her capabilities, job
performance and career development. This enables employees, job performance and the organization to be
fully integrated and to achieve synergies in employee learning and development. The content of the system
includes the following:
(1) Professional talent training in all levels
(2) Management talent training
(3) New employee orientation
(4) Employee general education courses
(5) Self-motivation course
(6) Quality and safety awareness course
In 2023, the Company spent a total of NT$24,109,000 on employee education and training. Details are as follows:
Total training participation
Total training hours
72,202
232,358.45
Average training hours per
employee
43.79
Training statistics above include data from Taiwan and the subsidiaries in China.
5. Retirement system:
To provide job security to employees, the Company has established a retirement system pursuant to regulatory
requirements with specific measures as follow:
(1) Established a "Pension Oversight Committee" in 1986, whereby workers' pension funds are deposited
monthly into a pension account at the Bank of Taiwan.
(2) The Company has commissioned external consultants to prepare a pension fund actuarial report annually
since 1994 and set aside a pension reserve fund each month based on the actuarial report in order to satisfy
pension applications made by employees eligible for retirement.
(3) In line with the implementation of the new pension system in 2005, the company has continued the issuance
of the pension fund to retired employees who have elected to receive the pension under the old system. As
for employees adopting the new system, 6% of their salary will be monthly withdrawn as retirement pension
and deposited into each employee's personal account at Labor Insurance Bureau. Employees may voluntarily
contribute within the 6% to satisfy personal demand in retirement preparation based on personal needs. For
the year ended December 31, 2023, the amount of NT$114,765,000 that should have been appropriated
according to the percentage specified in the defined benefit plan was recognized in the consolidated
statement of income of the Company.
144
(4) According to the revisions of the Labor Standards Act in 2015, the Company assesses the balance in the
designated labor pension reserve funds account, calculate required labor pension funds for the laborers who
meet the legal retire criteria in the follow following year and make up the difference before the end of March
the following year.
(5) In addition to compliance with the aforementioned retirement regulations and in recognition of the
contributions made by retired employees, the company also issues commemorative medals and awards to
retired employees. Meanwhile, the Employee Welfare Committee as well as the industry union has also
issued retirement souvenirs to fully reflect the company's gratitude towards retired employees.
(6) For employees in China, the subsidiaries enroll their employees in pension plans as required by law and make
monthly contributions to the pension plans according to the local regulations in order to provide adequate
retirement protection for the employees.
6. Employee Code of Conduct:
To ensure that employees comply with obligations to the Company, customers, competitors and suppliers
during business operations, the Company has established an Employee Code of Conduct in order to regulate
employee behavior. The highlights of this Code are as follows:
(1) Obligation to the Company: All Company employees must be dedicated, studious, conform to all rules of the
Company and ensure confidentiality.
(2) Obligation to customers: When conducting business dealings in representation of this Company, the
employee's attitude must be humble and without any arrogance or pride lest damaging the Company's image.
(3) Obligation to competitors: The Company's employees should gather competitor information to serve as a
reference for Company strategy in a legal and open manner.
(4) Obligation to suppliers: Negotiations and transactions with suppliers by employees must uphold the
principles of fairness, reasonableness and reciprocity in order to achieve a win-win result.
As a guide for employees to follow ethical standards and corporate governance, the Company has established
additionally an Employee Code of Ethical Conduct. The highlights of this Code are as follows:
(1) Prevention of conflicts of interests
(2) Prevention of opportunities to obtain personal gains
(3) Duty of confidentiality
(4) Fair trade
(5) Protection and appropriate use of Company assets
(6) Legal compliance
(7) Prohibition of gifts, bribes or any improper benefits
(8) Prohibition of external communication of information against the Company
(9) Equal employment opportunity and prohibition of discrimination
(10) Health and safety in workplace
(11) Correctly prepared documents and duty to maintain records
(12) Respect for intellectual property
(2) Protective measures taken to ensure a safe working environment and maintain employees' personal
safety
Walsin Lihwa's ESH and energy policy is "Green Manufacturing, Happy Enterprise and Sustainable Management".
The health and safety system and administrative measures are as follows:
1. To enhance occupational safety and health management (including fire safety management) and fully
implement the Occupational Safety and Health Management System (ISO 45001), the application covers all
plants in Taiwan (Hsinchuang, Yangmei, Taichung, Yenshui), mainland China plants (Shanghai Walsin, Dongguan
Walsin, Jiangyin Walsin, Jiangyin Alloy, Changshu Walsin, Yantai Walsin), PT. Walsin Nickel Industrial Indonesia,
and CSA, encompassing all workers (employees, contractors, and visitors). The overall coverage rate is 89.63%
for employees and 97.59% for non-employees (contractors), excluding Taipei headquarters, Nanjing Walsin
(Real Estate), and Walsin Precision in Malaysia, which have not yet passed certification. The Company continues
to use the PDCA cycle for dynamic review and improvement, management methods for prevention of
recurrence, and internal audits and exercise, and to set and track annual occupational safety and health
performance indicators, in a view to enhancing workplace safety for colleagues and establishing a
comprehensive and friendly workplace. In terms of safety and health performance indicators, this includes
proactive indicators such as key system promotion, support from senior management at each plant, and
disclosure of management systems; reactive indicators such as work-related accidents and penalties from
competent authorities; and indicators such as the frequency and items of general (special) health examinations.
In fire safety performance management, each plant is fully staffed with fire management personnel
(firefighters/security supervisors/fire equipment area autonomous management personnel), implements fire
equipment maintenance management, and regularly conducts full-staff fire escape drills and fire self-defense
organization drills.
145
Business Overview
2. Designated health and safety and environmental management units or staff
Each of Walsin Lihwa's domestic and overseas plants also has its own Occupational Safety and Health
Committee (in Taiwan)/Safety Production Committee (in China). Those committees include certain labor
representatives to participate in and discuss matters relating to occupational safety and health. The number of
labor representatives in the safety and health committees set up in Taiwan factories in accordance with the law
are in line with the regulatory requirements. These committees hold meetings every quarter. In addition to the
passing down of practical experience and the dissemination of ethical principles in occupational safety, we
provide a platform for the exclusive Environmental Safety and Health Committee meeting minutes system and
an electronic signature system for quarterly meeting results, and send internal newsletters through the intranet
with work-safety-related emails to share our experiences.
General Members
Labor Representatives
Plants
Taiwan
China
Malaysia
Indonesia
Italy
97
79
22
13
15
63
65
21
11
4
Meetings Times
34
14
1
2
1
Note: Cogne organizes at least one corporate safety meeting annually (according to Italian Legislative Decree
No. 81/2008) to discuss and update the above issues, with the participation of workers' health and safety
representatives (RLS). Investigations and specialized meetings are also conducted at the request of RLS
and/or workers. RLS are also invited to participate in the visits to the workplace conducted alongside with
occupational health physicians (according to Italian Legislative Decree No. 81/2008).
3. Safe Workplace and Friendly Management
In 2023, a project to strengthen hazard identification and risk assessment was initiated, with plants in Taiwan
and mainland China revisiting three major aspects under the existing SJP risk management system: personnel
operation safety, equipment safety, and environmental safety. A total of 11 plants (sites) reviewed 147 units,
examining 1816 types of operations and identifying 381 hazard factors; among these, physical risks accounted
for 84.9%, chemical risks 11.2%, human and other types 1.9%, and biological hazards 0.1%. To avoid
underestimating high risks, in 2024, we will include the disaster cases of 2023 (including 84 work-related injury
incidents (including minor injuries (Note 1), excluding CAS) and 205 near-miss incidents (near-miss incident rate
of 238.98% (Note 2), excluding CAS)) into the calculation. Through the contractor mobile app inspection system
and walk-around management methods, predictive danger identification and calling (KYT) activities, and
adjusting the existing probability of accidents, severity, operation frequency, and risk level, we hope to shape
the safety awareness of all employees and achieve the goal of zero work-related injuries.
Note 1: Minor injury: refers to the non-temporarily incapacitated state: unable to work on the day of injury,
but can resume normal operation the next day.
Note 2: Work-related near miss frequency rate (NMFR) = number of near miss events * 200,000/total hours
experienced.
4. Training on occupational safety and health for workers
In addition to legally mandated training, necessary training is conducted based on departmental operations,
on-site job types, and the annual safety training plan requirements of the business unit. Regular training plans
are also established for environmental and safety responsibilities, fire escape drills, special operation personnel,
and emergency response drills, along with a comprehensive environmental and safety certification system in
place to keep track of the certification trends and needs of each site.
Occupational Safety
and Health
Educational Training
Plants
Plants in Taiwan
Plants in China
Plants in Malaysia
Plants in Indoneisa
Plants in Italy
Subtotal
New Recruit
Training
In-Service Personnel
Training (internal training)
In-Service Personnel
Training (external training,
including for license
acquisition)
Pre-Site Training for
Contractors
Number of
Persons
Number of
Times
Number of
Persons
Number of
Times
Number of
Persons
Number of
Times
Number of
Persons
616
764
31
338
91
1,840
498
375
21
215
804
1,913
8,590
7,556
309
3,926
6,154
26,535
176
206
3
24
263
672
382
943
3
80
1,022
2,430
243
110
0
184
8
545
1,836
5,220
0
3,664
629
11,349
5. Optimization of Contractor Management
In 2023, no contractor incidents of fire occurred in the Company's working environment. All factories
implemented the "Walsin Lihwa Contractor Management Principles," with all contractors required to sign the
"Environmental, Safety, and Health Commitment" and comply with the "Contractor Instructions" (coverage rate
of 100%). Regular kickoff meetings and contractor agreement meetings are held, and all contractors must
undergo relevant contractor training before they can qualify for entry to the site (or the plant). Since the
146
establishment of the "Contractor Management System" in 2020, Walsin has entered its fourth year in 2023,
with a cumulative number of contractor entries at 27,324 and a total working hours accumulated at 1,381,069
hours. Walsin plants continue to implement the "Walsin Lihwa Contractor Safety and Health Management Blue
Book," "Standardization of Contractor Safety and Health Management Regulations," "Contractor Insurance
Standards," and access control, issuing a total of 724 notices for improvement and 98 penalty tickets for
violations. This year, two work-related injuries occurred in Yantai Plant, with the related deficiencies
immediately rectified, and the focus issues have been promoted. We continue our way towards the goal of zero
work-related injuries.
Following the 2023 strategic direction of establishing a robust environmental, safety, and health intelligent
management system, we promote the execution of the zero work-related injury goal, continuously execute the
contractor safety and health management project (contractor management effectiveness confirmation and new
plant area inclusion for control), and the make use of the PDCA method for sustainable operation. We continue
tracking the operational status of each manufacturing factory system, immediate reporting any system failure,
and repairing the system to restore its operation, while optimizing improvements when system defects occur.
On December 1, 2023, we completed the new plant system setup and inclusion for the Yantai rolling mill,
implementing contractor safety and health management in the plant area, reducing construction hazard risks,
and ensuring the health and safety of all workers.
6. Compliance with Occupational Safety and Health Regulations
In 2023, there were 5 major violations of occupational safety and health regulations in Taiwan, with total fines
of NT$600,000. (No violations in our plants in China and Southeast Asia)
We will continue to review each accident and penalty event, as well as high-risk hazardous operations and
equipment, high-frequency near miss events by focusing on hidden dangers based on projects, and we will,
through information systems, gradually help improve personnel safety awareness, with real-time control of
machinery and equipment, (raw) materials and chemicals control, and gradual construction of a regulatory
cloud information system, to optimize our occupation, safety, and health management system. In 2023, the
Company did not have any fire, explosion, or chemical leakage. Note: The standard for disclosure of major fines
is NT$100,000/RMB22,000.
7. Establish friendly, safe and healthy workplace through health promotion
(1) Occupational Safety and Health Activity Highlights
Employees are the most precious assets of a company, and Walsin Lihwa designs feasible employee health
promotion plans every year. The Company conducts health inspections and analysis of results based on risk
management, as well as on hazardous operations and special groups of hazardous operations (such as noise,
free radiation, dust, high temperature, lead, manganese, nickel, and hexane operations) in the plants, and
establishes health protection plans for hazardous operations, to ensure that employees have a good
working environment and avoid occupational diseases.
In 2023, a total of 8 female pregnant employees received maternal health protection. At the same time,
through organizing health promotion lectures and activities, we have enhanced employees' health
awareness by positively and actively promoting and guiding employees to change their personal health
behaviors and habits, have more correct hygiene knowledge, and embrace the concept of self-efficacy in
the health belief model. In 2023, a total of 115 health education lectures were held, with a total of 4,142
participants, showing enthusiastic participation among colleagues.
(2) Results of Health Promotion Activities
Health Promotion
Number of Times
Number of Attendees
Health Promotion - Dynamic Activities
Health Issues - Static Lectures
Safety First Aid Education and Training
Blood donation for charity
16
30
60
9
(3) 2023 Promotion of Healthy Workplaces
1,002
718
1,777
645 (1,054 bags of blood donated)
Taipei Headquarters was awarded 2023 Excellent Health Workplace – Dynamic Award from the Health
Promotion Administration, MOHW
Taipei Headquarters received 2023 Healthy Workplace Certification-Health Promotion Badge
Taipei Headquarters received the Excellent Lactation Room Special Excellence Certification from Health
Department, Taipei City Government
Hsinchuang Plant received the 2023 Safe Place Certification
(4) From the most recent year to the date of publication of this Annual Report, any labor-management
disputes and resulting losses suf
147
Business Overview
(5) fered by the Company and its countermeasures: None.
6. Information Security Management
(1) Describe the risk management framework for information and communications security, information
and communications security policies, specific management plans, and resources devoted to
information and communications security management.
Walsin Lihwa's dedicated information security team is committed to strengthening the overall information
security protection capability of the enterprise, to enhance the enterprise's information security rating, meet
customers' information security requirements, and fulfill the commitment to information security goals for
customers, shareholders, and all stakeholders. We have strengthened our information security year after year
from four aspects: IT governance, personnel/device protection, network/system control, and perimeter defense,
including enhancing the management of high-privilege accounts, host security monitoring and security testing,
application security enhancement, external service vulnerability improvement, network security segmentation,
introduction of information security monitoring mechanisms (SOC), strengthening cloud information security
management, and enhancing colleagues' awareness of information security.
1. Risk management framework for information and communications security
To build a "digitally sustainable" information system architecture and promote the corporate goal of "digital
transformation," Walsin Lihwa has promoted an information security strategy plan centered on
"strengthening information security resilience" by establishing an overall information security protection
platform, perfecting information security technical protection measures, demonstrating proactive defense
capabilities, and laying the foundation for digital sustainability, in line with the government's policy goal of
"information security equals national security."
Walsin has established its information security risk management framework with a dedicated information
security organization, senior executive participation, and alignment with international information security
standards, specifying relevant information security policies and regulations to implement information security
management.
Dedicated Information Security Organization: In response to the corporate transformation and
enhancement of information security management, Walsin Lihwa has established a dedicated information
security organization - "Information Security and System Operation &Management Division" and, in 2022,
appointed a Chief Information Security Officer (CISO), an information security manager, and two or more
dedicated information security personnel. The division is responsible for formulating information security
policies, planning, coordinating and implementing information security protection measures, performing
information security risk assessment and management, developing a complete information security plan,
and promoting information security management and solutions year by year.
Participation of Senor Executives: The Company has established the IT Steering Committee, which is the
information security management and decision-making body for the head office and business units, and is
responsible for reviewing and deciding on matters related to information security management. There are
also several members on the Board of Directors with backgrounds in information security in the Audit
Committee to supervise and review the promotion of information security policies.
Implementation of Information Security Management: In 2022, Walsin Lihwa implemented ISO 27001
Information Security Management System (ISMS) and obtained certification from a third-party
certification body to fully manage its information security through PDCA. We have built up the
confidentiality, integrity, and availability of information security management system of our organizations
comprehensively, and strengthened our information security management continuously through different
management plans in such aspects as prevention beforehand, monitoring during the event, and response
after the event.
2. Information Security Policies and Goals
The goal of information security at Walsin is to maintain the confidentiality, integrity and availability of sensitive
information, such as customer data and business information. Therefore, all of our employees, internal and
external information service users and third-party outsourced service providers should work together to follow
and achieve the following policies and objectives:
To protect the Company's confidential information from being accessed, altered, or damaged in an
unauthorized way or improperly disclosed, in accordance with various laws and regulations. (In compliance
with both internal and external regulations)
To protect information on the Company's business activities from unauthorized access or disclosure, and
to ensure the accuracy of all business information. (Protection of trade secrets)
To establish a complete business continuity plan and information security incident management
procedures, to ensure that incidents are responded to, controlled and handled properly, and by conducting
regular drills, to ensure the continuous operation of information systems or services.
To handle and protect personal information and intellectual property rights in a prudent manner in
accordance with the relevant domestic and foreign regulations in respect of the Personal Information
Protection Act and the intellectual property law. (Intellectual property)
148
To perform regular information security compliance audits to review the implementation of the
information security management system. (PDCA)
All employees shall maintain a high level of information security awareness at all times, and supervisors at
all levels shall assume ultimate responsibility for information security supervision, management and
training, to achieve the goal of reducing the risk of information use through various activities, such as
management review, risk assessment, internal audit, education and training, and information security
drills. (Participation of all employees)
All staff of the Company shall follow information security policies, management practices and standard
procedures, and violations of information security policies and related regulations shall be handled in
accordance with relevant laws and regulations or the Company's regulations. (Participation of all
employees)
3. Construction of the resilience of corporate information security and implementation of information security
management
We have drafted information security plan to promote information security policy year by year, to introduce
information security system and process specification, and to continuously establish complete information
security technical protection measures.
The specific management plan will be gradually achieved in five stages, "Internal and External Segregation",
"Physical Fitness", "Insight", "Smart Security", and "Behavior Analysis", with four components, "IT
Governance", "Data and Device Protection", "Network and System Control", and "Boundary Defense".
The specific management plans:
1. Planning and establishing data protection mechanisms to reduce risk of leaking confidential information.
2. Continuously introducing advanced information security solutions to effectively protect and manage
system, host and network behavior.
3. Strengthening external information service protection to enhance the ability to block hacker attacks.
4. Regularly organizing educational training to promote new information security knowledge and to raise
employees' awareness of information security.
5. Regularly conducting disaster preparedness drills for important systems, so that in the event of a
disaster, operations may be quickly resumed to ensure the company's operational sustainability.
6. Improving the protection capability of endpoints, servers and network devices by introducing Endpoint
Detection and Response (EDR).
7. Introduction of information security monitoring mechanisms (SOC) to establish effective real-time
incident handling and response capabilities.
8. Walsin Lihwa introduced the ISO 27001 Information Security Management System (ISMS) in 2022 and
obtained certification from a third-party verification institution, thereby implementing information
security management with PDCA. We have comprehensively built the confidentiality, integrity, and
availability of the organization's information security management system, and according to different
management planning in the aspects of prevention, monitoring, and response, in order to assist the
enterprise in continuously strengthening information security management.
149
Business Overview
9. Strengthening cloud information security management and achieving ESG digital sustainability purposes
through ZeroTrust.
4.
Investment in cyber security management resources
The corresponding information security management issues and the resources to be invested are
summarized as follows:
1. Major issue: "Information Security Management" was included as one of the "Major Issues" in the
Company's sustainability report for 2023.
2. Dedicated organization: A dedicated information security organization, "Information Security and
System Operation & Maintenance Division," was established and a Chief Information Security Officer
(CISO), an information security manager, and two or more dedicated information security personnel
were appointed, responsible for drafting and amending information security policies, as well as
planning, coordinating, and executing information security protection measures.
3. Management review: The IT Steering Committee holds at least one management review meeting
annually to audit the information security policy and its implementation and execution, in order to
ensure the effectiveness and appropriateness of the standardized information security policy in
compliance with relevant laws and the requirements of competent authorities.
4. Information security certification: We pass the ISO27001 Information Security Management System
(ISMS) certification annually, while there are no significant deficiencies in our related information
security audits.
5. Stakeholder issues: In 2023, no major cyber security incidents or confidential information leakage
occurred, nor did any other event cause losses to the Company and its customers.
6. Advocacy and training: The Company continues promoting a month-long information security awareness
campaign annually, as well as implementing mandatory information security education training courses
for all employees. In 2023, the number of participants exceeded 2500. In 2023, two email social
engineering drills were conducted, with more than 5000 participants, and colleagues who failed the
social engineering drills were required to participate in online information security courses and
complete the test.
7. Information security regulations: In addition to revising all information security regulations in 2022,
three information security regulations were revised in 2023 to comply with domestic and international
legal requirements and respond to changes in the external environment.
8. Information security testing: Three third-party information security risk testing operations were
conducted in 2023.
150
(2) In 2023, no major cyber security incidents or confidential information leakage occurred, nor did any other event
cause losses to the Company and its customers.
7. Material Contracts
(1) Walsin Lihwa Corporation
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive Clauses
Loan
Agreement
DBS Bank
The agreement was
signed on March 23,
2020, with the
maturity of the loan
falling on April 15,
2025
The loan is a five-year
facility in a total amount of
USD 300 million.
Guarantee
Agreement
Lenders of RMB
syndicated term loan:
CTBC Bank (Arranger),
Mega Bank, First
Commercial Bank, and
Chang Hwa Bank
The agreement was
signed on February 6,
2024, with the
maturity of the loan
falling on February 7,
2029
The loan is a five-year
facility in a total amount of
RMB 800 million.
Land Lease
Agreement
Taiwan International
Ports Corporation,
Kaohsiung Port Branch
Effective from March
21, 2022; 20 years
after the
commencement of
operation
1. Lease of approximately 18.38
hectares of land in A6 of the
first phase of the Kaohsiung
Port
Intercontinental
Container Center;
1. Current ratio>=100%
2. Debt ratio<=120%
(Net liabilities/Tangible
net worth)
3. Interest coverage
ratio>=150%
4. Tangible net worth>=
NT$55 billion
1. Current ratio>=100%
2. Debt ratio<=120%
(Net liabilities/Tangible
net worth)
3. Interest coverage
ratio>=300%
4. Tangible net worth>=
NT$80 billion
No rights under the
agreement may be
transferred without the
consent of the Lessor.
2. The
is
annual
NT$13,971,738,
the
annual fixed management fee
is NT$13,971,738.
rent
and
Construction
Agreement
Land Lease
Agreement
Chung-Lu Construction
Co., Ltd.
Taiwan International
Ports Corporation,
Kaohsiung Port Branch
2021/7/5-
2023/5/15
Effective from
November 3, 2023; 20
years from the date of
delivery
NT$3,249,750,000
None
1. Lease of A6 Port for the first
phase of the Kaohsiung Port
Intercontinental
Container
Center and the right to use the
rear
land of approximately
376 hectares;
No rights under the
agreement may be
transferred without the
consent of the Lessor.
2. The annual rent is NT$8,150,
and
fixed
management fee is NT$8.5
million.
annual
the
151
Business Overview
(2) Walsin (Nanjing) Development Co., Ltd.
Nature of
Contract
Construction
Agreement
Parties
(Contracting Entity of
the Other Party)
38 companies, including
Nanjing Construction
Design Research
Institute Co., Ltd.
Contract Start/End
Dates
Main Content
Restrictive Clauses
2022/01/06-
2028/06/30
1. Design, consultancy, and construction
for Walsin Centro Plot AB, Phases II & III.
None
2. Cumulative Amount: RMB50,250,000.
(3) Yantai Walsin Stainless Steel Co., Ltd.
Nature of
Contract
Sale and
Purchase of
Real
Property
Construction
Agreement
Parties
(Contracting Entity of
the Other Party)
China Merchants Real
Estate (Yantai) Co., Ltd.
Contract Start/End
Dates
April 17, 2023
Main Content
Restrictive Clauses
1. Acquisition of real property
2. Amount:
Approximately
None
RMB129,765,000
25 companies, including
China Construction
Eighth Engineering
Division. Corp. Ltd.
2022/01/12-
2023/12/31
1. Civil construction for Yantai Plant
2. Cumulative Amount: RMB689,879,000.
None
Loan
Agreement
Lenders of RMB
syndicated term loan:
CTBC Bank (Arranger),
Mega Bank, First
Commercial Bank, and
Chang Hwa Bank
The agreement was
signed on February
6, 2024, with the
maturity of the loan
falling on February
7, 2029
(4) Dongguan Walsin Wire & Cable Co., Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Equity
Trading
Hangzhou Futong Group
Co., Ltd.
Obtaining control
on February , 2024
The loan is a five-year facility in a total
amount of RMB 800 million.
The total amount of
shareholders' equity
and the amount
borrowed by
shareholders or
affiliates shall not
be less than RMB1.8
billion.
Main Content
Restrictive Clauses
1. Dongguan Walsin Wire & Cable Co.,
None
Ltd. acquired 60% equity of Hangzhou
Walsin Power Cable Co., Ltd.
2. Acquisition Price: Approximately
RMB301,864,000.
(5) Walsin Energy Cable System Co., Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Joint
Venture
Agreement
Walsin Lihwa
Corporation
NKT HV Cables AB
Effective from
March 1, 2023
Main Content
In order to jointly develop the submarine
cable business, Walsin Lihwa Corporation
and NKT HV Cables AB jointly established
Walsin Energy Cable System Co., Ltd.
Restrictive
Clauses
None
152
Nature of
Contract
Technical
Consulting
Agreement
and
Technology
Licensing
Agreement
Land
Sublease
Agreement
Parties
(Contracting Entity of
the Other Party)
NKT HV Cables AB
Contract Start/End
Dates
Effective from
March 1, 2023
Walsin Lihwa
Corporation
Effective from 5
May 2023, and 20
years from the date
of commencement
of operation
Construction
Agreement
Chung-Lu Construction
Co., Ltd.
1. From July 17,
2023 to November
12, 2023
(6) Borrego Energy, LLC
Restrictive
Clauses
None
Main Content
In order to jointly develop the submarine
cable business, NKT HV Cables AB provides
technical consultation and licenses its
technology to Walsin Energy Cable System
Co., Ltd.
1. In order to develop the submarine cable
business, it subleased to Walsin Lihwa
Corporation a total of about 18.38
hectares of the rear land of the first phase
of Kaohsiung Intercontinental Container
Terminal Project;
2. The annual rent is NT$13,971,738, and
the annual fixed management fee is
NT$13,971,738.
1. In order to develop the submarine cable
This sublease was
carried out with
the consent of
the Lessor.
business, the contractor was
commissioned to construct the civil works
for the plant.
None
2. Cumulative amount of civil works:
NT$4,664,625,000
Nature of
Contract
Equity
Trading
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Anza RE Buyer, LLC
February 24, 2023 1. Borrego Energy, LLC formed a wholly
None
owned subsidiary, Anza RE, LLC, with the
business of its solar and energy storage
sourcing and trading platform division and
completed the disposition of the business
of the solar and energy storage sourcing
and trading platform division through the
sale of its equity interest in Anza RE, LLC.
2. Disposition Price: US$26,740,000
153
Business Overview
(7) Cogne Acciai Speciali S.p.A
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Equity
Trading
MUTARES HOLDING-33
GMBH
May 5, 2023
Restrictive
Clauses
None
Main Content
1. Cogne Acciai Speciali S.p.A. has acquired
100% equity of Special Melted Products
Limited (based in the UK). (This transaction
was made
the Company's
through
investment structure
in Cogne Acciai
Speciali S.p.A.; Walsin Lihwa Corporation
ultimately holds a 70% consolidated
shareholding in Special Melted Products
Limited)
2. Acquisition Price: £142,165,394.
1. Cogne Acciai Speciali S.p.A. has acquired
Equity
Trading
Com.Steel S.p.A.
January 26, 2024
65% of the shares of Com. Steel Inox S.p.A.
(based in Italy).
None
2. Acquisition Price: Up to EUR 28,000,000.
(8) Walsin Singapore Pte. Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
PT. Harum Nickel
Industry
Equity
Trading
Contract Start/End
Dates
October 26, 2023
Main Content
1. Disposition of the its 29.5% equity interest
Indonesian PT. Westrong Metal
in
Industry.
Restrictive
Clauses
None
Equity
Trading
Indigo International
Investment Limited
October 26, 2023
(9) PT. WALHSU METAL INDUSTRY
2. Disposition Price: US$146,000,000
1. Acquisition of 75% equity interest in Berg
Holding Limited (based in Hong Kong).
None
2. Acquisition Price: US$118,500,000
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
PT. PERINTIS MAKMUR
INDONESIA
June 26, 2023 –
September 19, 2024
Main Content
Restrictive
Clauses
1. Commissioning of construction on land
2. Amount: US$37,400,000
1. Procurement of high-grade nickel matte
None
Eternal Tsingshan Group
Limited
June 26, 2023
converter equipment.
None
2. Amount: US$49,330,000
Nature of
Contract
Construction
Agreement
Buying and
Selling of
Equipment
154
VI Financial Information
1. Brief Balance Sheets and Comprehensive Income Statements of Recent Five Years
(1) Condensed Balance Sheet – Consolidated (Based on IFRSs)
Unit：NT $Thousands
Year
Financial Summary for the Last Five Years
Items
2019
2020
2021
2022
2023
Current Assets
60,789,794
56,176,808
69,320,640
92,707,385
78,751,988
Property, Plant and
Equipment
27,845,109
34,294,221
41,474,488
65,656,466
78,154,936
Intangible Assets
168,134
175,000
173,430
9,339,422
12,155,696
Other Assets
Total Assets
Current
Liabilities
Before
Distribution
After
Distribution
49,263,365
60,917,977
72,066,340
89,194,468
97,307,411
138,066,402
151,564,006
183,034,898
256,897,741
266,370,031
40,743,553
31,458,157
38,852,513
60,869,368
50,759,328
42,406,553
34,546,357
44,342,646
67,585,767
55,193,794
Non-current Liabilities
18,756,735
32,825,019
36,236,117
61,819,250
61,161,390
Total
Liabilities
Before
Distribution
After
Distribution
Equity Attributable to
owners of the Company
Capital Stock
Capital Surplus
Retained
Earnings
Before
Distribution
After
Distribution
Other Equity
Treasury Stock
59,500,288
64,283,176
75,088,630
122,688,618
111,920,718
61,163,288
67,371,376
80,578,763
129,405,017
116,355,184
77,384,341
84,468,235
105,883,524
123,580,876
140,810,315
33,260,002
32,260,002
34,313,329
37,313,329
40,313,329
16,055,238
15,690,406
18,440,875
24,672,454
33,624,917
31,179,511
36,330,187
47,787,207
62,038,398
60,590,617
29,516,511
33,241,987
42,297,074
55,321,999
56,156,151
(3,110,410)
187,640
5,342,113
(443,305)
6,281,452
0
0
0
0
0
Non-controlling Interests
1,181,773
2,812,595
2,062,744
10,628,247
13,638,998
Total Equity
Before
Distribution
After
Distribution
78,566,114
87,280,830
107,946,268
134,209,123
154,449,313
76,903,114
84,192,630
102,456,135
127,492,724
150,014,847
155
Financial Information
(2) Condensed Balance Sheet - Unconsolidated (Based on IFRSs)
Year
Financial Summary for the Last Five Years
Items
2019
2020
2021
2022
2023
Current Assets
16,615,466
18,421,337
28,943,268
37,348,050
20,943,624
Unit：NT $Thousands
Property,Plant and
Equipment
Intangible Assets
Other Assets
Total Assets
Current
Liabilities
Before
Distribution
After
Distribution
17,621,858
17,493,296
17,411,273
18,760,190
20,828,266
0
0
0
0
0
86,140,209
104,556,223
118,325,438 144,973,880
161,093,192
120,377,533
140,470,856
164,679,979 201,082,120
202,865,082
25,700,349
24,192,375
23,762,737
23,723,277
11,474,045
27,363,349
27,280,575
29,252,870
30,439,676
15,908,511
Non-current Liabilities
17,292,843
31,810,246
35,033,718
53,777,967
50,580,722
Total
Liabilities
Before
Distribution
After
Distribution
42,993,192
56,002,621
58,796,455
77,501,244
62,054,767
44,656,192
59,090,821
64,286,588
84,217,643
66,489,233
Capital Stock
33,260,002
32,260,002
34,313,329
37,313,329
40,313,329
Capital Surplus
16,055,238
15,690,406
18,440,875
24,672,454
33,624,917
Retained
Earnings
Before
Distribution
After
Distribution
Other Equity
Treasury Stock
Total Equity
Before
Distribution
After
Distribution
31,179,511
36,330,187
47,787,207
62,038,398
60,590,617
29,516,511
33,241,987
42,297,074
55,321,999
56,156,151
(3,110,410)
187,640
5,342,113
(443,305)
6,281,452
0
0
0
0
0
77,384,341
84,468,235
105,883,524 123,580,876
140,810,315
75,721,341
81,380,035
100,393,391 116,864,477
136,375,849
156
(3) Condensed Statements of Comprehensive Income - Consolidated (Based on IFRSs)
Year
Financial Summary for the Last Five Years
Unit：NT $Thousands (Excpet EPS:NT$)
Items
Net Sales
Gross Profit
Operating Income
Non-operating
Revenue and Expense
Profit before Taxes
Gain from Continued
Operations
Loss from
Discontinued
Operations
Profit for the year
Other comprehensive
income,net of income
tax
Total comprehensive
income for the year
Profit for the year
attributable to owners
of the company
Profit for the year
attributable to non-
controlling interests
Total comprehensive
income for the year
attributable to owners
of the company
Total comprehensive
income for the year
attributable to non-
controlling interests
Earnings Per Share
2019
2020
2021
2022
2023
134,804,405
112,546,603
156,664,766
180,400,719
189,839,626
9,390,566
12,468,338
19,809,465
17,346,305
14,443,612
4,059,474
7,385,062
13,345,552
9,498,714
6,240,766
680,793
1,865,603
5,776,946
13,903,299
1,197,632
4,740,267
9,250,665
19,122,498
23,402,013
7,438,398
3,783,324
7,005,801
15,257,314
19,140,076
5,941,250
0
0
0
0
0
3,783,324
7,005,801
15,257,314
19,140,076
5,941,250
915,620
3,338,209
5,113,693
(2,768,002)
6,665,891
4,698,944
10,344,010
20,371,007
16,372,074
12,607,141
3,149,679
6,691,149
14,642,629
19,352,097
5,134,316
633,645
314,652
614,685
(212,021)
806,934
4,082,661
10,114,207
19,791,160
16,639,046
11,993,418
616,283
229,803
579,847
(266,972)
613,723
0.95
2.04
4.27
5.45
1.32
157
Financial Information
(4) Condensed Statements of Comprehensive Income - Unconsolidated (Based on IFRSs)
Year
Financial Summary for the Last Five Years
Unit：NT $Thousands (Excpet EPS:NT$)
Items
Net Sales
Gross Profit
Operating Income
Non-operating
Revenue and Expense
Profit before Taxes
Gain from Continued
Operations
Loss from Discontinued
Operations
Profit for the year
Other comprehensive
income,net of income
tax
Total comprehensive
income for the year
Earnings Per Share
2019
2020
2021
2022
2023
71,596,648
64,097,690
97,789,648
98,420,045
83,321,352
4,155,851
4,457,566
12,894,560
11,207,400
6,758,790
2,445,178
2,681,141
10,197,929
7,741,047
4,041,947
644,517
3,982,969
8,195,530
16,915,494
2,909,936
3,089,695
6,664,110
18,393,459
24,656,541
6,951,883
3,149,679
6,691,149
14,642,629
19,352,097
5,134,316
0
0
0
0
0
3,149,679
6,691,149
14,642,629
19,352,097
5,134,316
932,982
3,423,058
5,148,531
(2,713,051)
6,859,102
4,082,661
10,114,207
19,791,160
16,639,046
11,993,418
0.95
2.04
4.27
5.45
1.32
(5) Auditors’ Opinion from 2018 to 2022
Year
2019
2020
2021
2022
2023
CPA
Deloitte & Touche
Wen-Yea, Shyu, Kwan-Chung, Lai
Deloitte & Touche
Wen-Yea, Shyu, Kwan-Chung, Lai
Deloitte & Touche
Wen-Yea, Shyu, Ker-Chang Wu
Deloitte & Touche
Wen-Yea, Shyu, Ker-Chang Wu
Deloitte & Touche
Wen-Yea, Shyu, Ker-Chang Wu
Audit Opinion
An Unmodified Opinion with an Other
Matter Paragraph
An Unmodified Opinion with an Other
Matter Paragraph
An Unmodified Opinion with an Other
Matter Paragraph
An Unmodified Opinion with an Other
Matter Paragraph
An Unmodified Opinion with an Other
Matter Paragraph
158
Year
Financial Analysis for the Last Five Years
2019
2020
2021
2022
2023
Debt Ratio
43.09
42.41
41.02
48.59
42.01
2.Financial Analysis of Recent Five Years
(1) Financial Analysis – Consolidated (Based on IFRSs)
Analysis Items
Capital
structure (％)
Liquidity
analysis (%)
Ratio of long-term Capital to Property,
Plant and Equipment
Current Ratio
Quick Ratio
Interest Coverage Ratio (times)
Accounts Receivable Turnover (Times)
Average Collection Period
Inventory Turnover (Times)
Operating
Accounts Payable Turnover (times)
Performance
Average Days in Sales
Property, plant and equipment
Turnover (Times)
Total Assets Turnover (Times)
Return on Total Assets (%)
Profitability
Return on Stockholders’ equity (%)
Pre-tax Income to Paid-in Capital (%)
analysis
Profit Ratio (%)
Earnings (loss) Per Share (NT$)
(Note 1)
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Reinvestment Ratio (%)
Cash
Flow(Note 2)
Leverage
Operating Leverage
Financial Leverage
349.51
350.22
347.64
291.90
275.87
149.20
178.57
178.41
152.30
155.14
89.96
93.29
81.52
79.25
76.59
947.08
1,813.14
4,675.29
2,927.30
448.28
10.06
36.28
5.21
15.32
70.05
5.09
0.99
3.12
4.79
14.25
2.80
10.35
35.26
4.64
13.30
78.66
3.62
0.77
5.12
8.44
28.67
6.22
12.95
28.18
5.18
16.51
70.46
4.13
0.93
9.31
15.63
55.72
9.73
10.16
35.92
4.81
12.10
75.88
3.36
0.82
9.09
16.09
62.71
10.60
10.05
36.31
5.02
10.08
72.70
2.64
0.72
2.92
4.11
18.45
3.12
0.95
2.04
4.27
5.45
1.32
21.17
72.07
4.51
2.93
1.15
22.99
68.21
4.65
2.06
1.07
3.37
45.50
0.00
1.72
1.03
22.77
42.45
4.39
2.27
1.09
44.81
56.72
7.71
3.26
1.52
Analysis of financial ratio difference for the last two years (Not required if the difference does not exceed 20%)
A.
Compared to 2022, interest coverage ratio in 2023 shows a decrease. This is because that pre-tax income for
the year 2023 decreased.
Compared to 2022, property, plant and equipment turnover in 2023 shows a decrease. This is because that the
increase in net sales was lower than the increase in the average net amount of property, plant and equipment
for the year 2023.
Compared to 2022, return on total assets, return on stockholders’ equity, and earnings per share in 2023 show
a decrease. This is because that pre-tax income for the year 2023 decreased.
Compared to 2022, pre-tax Income to paid-in capital in 2023 shows a decrease. This is because that pre-tax
income for the year 2023 decreased.
Compared to 2022, cash flow ratio and cash reinvestment ratio in 2023 show an increase. This is because that
net cash flow from operating activities increased for the year 2023.
Compared to 2022, cash flow adequacy ratio in 2023 shows an increase. This is because that net cash flow from
operating activities over the past five years increased.
Compared to 2022, operating leverage in 2023 show an increase. This is because that operating Income for the
year 2023 decreased.
Compared to 2022, financial leverage in 2023 show an increase. This is because that interest expense for the
year 2023 increasd.
B.
C.
D.
E.
F.
G.
H.
159
Financial Information
Note : Financial analysis formulas show as the following：
1.Financial Structure：
(1)Debt Ratio＝Total liabilities／Total assets
(2)Ratio of Long-term Capital to Property, plant and equipment＝(Stockholders’ equity＋non-current
liabilities)／net worth of Property, plant and equipment
2.Solvency：
(1)Current Ratio＝Current assets／Current liabilities
(2)Quick Ratio＝(Current assets－inventories－prepaid expenses)／Current liabilities
(3)Interest Coverage Ratio＝Income before tax and interest expenses／Current Interest expenses
3.Operating Performance：
(1)Receivable (included trade receivables and operating notes receivable) Turnover＝ Net sales／
Average receivables for each period (included trade receivables and operating notes receivable)
(2)Average Collection Period Turnover Days＝365／Receivable turnover
(3)Inventory Turnover＝Cost of sales／Average inventories
(4) Payables (included trade payables and operating notes payable) Turnover＝Cost of sales／
Average payables for each period (included trade payables and operating notes payable)
(5)Average Days in Sales＝365／Inventory turnover
(6)Property, Plant and Equipment Turnover＝Net sales／Average of property, plant and equipment,
net
(7)Total Assets Turnover＝Net sales／Average of total assets
4.Profitability：
(1)Return on Total Assets＝〔Net income after tax＋interest expense×（1－tax rate）〕／ Average
of total assets
(2)Return on Stockholders’ equity＝Net income after tax／Average of stockholders’ equity
(3)Profit Ratio＝Net income after tax／Net sales
(4)Earnings (loss) Per Share＝Net income attributable to owners－stock dividend -preferred）／
Weighted average of outstanding shares
5.Cash Flow：
(1)Cash Flow Ratio＝Net cash provided by operating activities／Current liabilities
(2)Cash Flow Adequacy Ratio＝Net cash provided by operating activities in recently five years／
Recently five years of ( capital expenses＋increase of inventories+ cash dividend)
(3)Cash Reinvestment Ratio＝(Net cash provided by operating activities- cash dividend)／ (Property,
plant and equipment, gross +long-term investment + other non-current assets + working capital)
6.Leverage：
(1)Operating Leverage＝(Net sales－variable operating cost and expense)／Operating income
(2)Financial Leverage＝Operating income／(Operating income－interest expense)
160
(2) Financial Analysis –Unconsolidated (Based on IFRSs)
Year
Financial Analysis for the Last Five Years
Analysis Items
Capital
structure (％)
Liquidity
analysis (%)
Debt Ratio
Ratio of Long-term Capital to Property,
plant and equipment
Current Ratio
Quick Ratio
2019
2020
2021
2022
2023
35.71
39.86
35.70
38.54
30.58
537.27
664.70
809.34
945.40
918.90
64.65
26.77
76.14
121.80
157.43
182.53
31.25
47.99
99.09
82.86
Interest Coverage Ratio (times)
676.50
1,571.22 4,424.13
3,488.06
962.04
Accounts Receivable Turnover (Times)
Average Collection Period
Inventory Turnover (Times)
Operating
Accounts Payable turnover (times)
Performance
Average Days in Sales
Property, plant and equipment
Turnover (Times)
Total Assets Turnover (Times)
Return on Total Assets (%)
Return on Stockholders’ equity (%)
Profitability
Pre-tax Income to Paid-in Capital (%)
analysis
Profit Ratio (%)
Earnings (loss) Per Share (NT$)
(Note 1)
Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%)
Cash Reinvestment Ratio (%)
Cash
Flow(Note 2)
Leverage
Operating Leverage
Financial Leverage
32.56
11.21
6.53
21.25
55.89
32.75
11.14
6.67
23.75
54.72
28.78
12.68
7.05
30.51
51.77
23.99
15.21
6.36
27.83
57.38
4.20
3.65
5.60
5.44
0.59
3.08
4.07
9.28
4.39
0.49
5.47
8.26
20.65
10.43
0.64
9.81
15.38
53.60
14.97
0.53
10.89
16.86
66.07
19.66
28.66
12.73
6.67
22.27
54.72
4.20
0.41
2.83
3.88
17.24
6.16
0.95
2.04
4.27
5.45
1.32
18.90
46.95
0.89
2.63
1.28
16.56
46.03
15.61
2.52
1.20
14.67
36.66
19.14
1.48
1.04
62.53
41.69
5.39
1.73
1.10
95.69
41.86
2.32
2.30
1.24
Analysis of financial ratio difference for the last two years (Not required if the difference does not exceed 20%)
A. Compared to 2022, debt ratio in 2023 shows a decrease. This is because that loans decreased.
B. Compared to 2022, interest coverage ratio in 2023 shows a decrease. This is because that pre-tax income for
the year 2023 decreased.
C. Compared to 2022, property, plant and equipment turnover in 2023 shows a decrease. This is because that net
sales for the year 2023 decreased.
D. Compared to 2022, return on total assets, return on stockholders’ equity, and earnings per share in 2023 show a
decrease. This is because that pre-tax income for the year 2023 decreased.
E. Compared to 2022, pre-tax Income to paid-in capital in 2023 shows a decrease. This is because that pre-tax
income for the year 2023 decreased.
F. Compared to 2022, the cash flow ratio in 2023 show an increase. This is because that short-term loans
decreased.
G. Compared to 2022, the cash reinvestment ratio in 2023 show a decrease. This is because that net cash flow from
operating activities decreased for the year 2023 and non-current assets increased.
H. Compared to 2022, operating leverage in 2023 show an increase. This is because that operating Income for the
year 2023 decreased.
Note 1: Financial analysis formulas see Table (1).
161
Financial Information
3. Audit Committee’s Review Report for the Recent Year
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2023 Business Report, Financial
Statements, and proposal for allocation of earnings. The Financial Statements had been
audited by Deloitte & Touche Accountants, Wen-Yea, Shyu and Ker-Chang Wu and has
issued an audit report.
The Business Report, Financial Statements, and earnings allocation proposal have been
reviewed and determined to be correct and accurate by the Audit Committee members of
Walsin Lihwa Corporation. According to Article 14-4 of the Securities and Exchange Act and
Article 219 of the Company Law, we hereby submit this report.
Walsin Lihwa Corporation
Chairman of the Audit Committee：
162
February 23, 2024
4.Financial Statements of Recent Years
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Walsin Lihwa Corporation
Opinion
We have audited the accompanying consolidated financial statements of Walsin Lihwa Corporation
and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance
sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income,
changes in equity and cash flows for the years then ended, and the notes to the consolidated financial
statements, including material accounting policy information (collectively referred to as the
“consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (as set out in the Other Matter
section of our report), the accompanying consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Group as of December 31, 2023 and 2022,
and its consolidated financial performance and its consolidated cash flows for the years then ended in
accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers
and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS),
IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the
Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit
and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the
Republic of China. Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of
the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of
the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the consolidated financial statements as of and for the year ended December 31, 2023.
These matters were addressed in the context of our audit of the consolidated financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The following are the key audit matters of the consolidated financial statements of the Group as of and
for the year ended December 31, 2023:
Sales Revenue Recognition
In 2023, the main products of the Group's wires and cables business unit include bare copper wires,
wires and cables. The fluctuation in prices of bare copper wires is often subject to the movement in
prices of raw materials, and thus some of the sales prices are set according to the market prices agreed
163
Financial Information
under the contracts at the time of shipments. The Group prepares reports on point-of-sale transactions
by referring to the actual shipments and market price adjustments as the basis for revenue recognition.
Due to the large number of transactions and different market prices that have been agreed upon by
customers, the processing, recording and maintenance of such reports are performed manually, and
their amounts are significant to the consolidated financial statements. Therefore, the accuracy of
revenue recognized from sales of bare copper wires was considered as a key audit matter. Refer to
Notes 4 and 28 to the consolidated financial statements for related accounting policies and disclosure
of information relating to revenue recognition.
Our audit procedures performed in respect of the above key audit matter were as follows:
1. We obtained an understanding and tested the reasonableness of revenue recognition policy and
internal control procedures over the sales of bare copper wires and evaluated the effectiveness of
relevant internal controls.
2. We performed sampling and reconciliation of sales prices and quantities with their respective
amounts in the contracts and verified the accuracy of market price adjustments.
3. We verified the accuracy of monthly reports by recalculating the sales revenue and confirmed that
the recognized amounts were consistent with those recorded in the general ledger.
Emphasis of Matter
As disclosed in Note 20, the Group acquired 50.10% interest in PT. Sunny Metal Industry on
September 23, 2022. The Purchase Price Allocation Report was finalized in 2023. Therefore, the
initial accounting treatment and provisionally determined amounts from the acquisition date were
adjusted and retrospectively restated for comparative periods. Our review result is not modified in
respect of this matter.
Other Matter
The financial statements of certain subsidiaries included in the consolidated financial statements as of
and for the years ended December 31, 2023 and 2022 were audited by other auditors. Our opinion,
insofar as it relates to such subsidiaries, is based solely on the reports of other auditors. The total assets
of such subsidiaries amounted to NT$38,396,983 thousand and NT$27,113,218 thousand, which
constituted 14.41% and 10.55% of the Group’s consolidated total assets, as of December 31, 2023 and
2022, respectively, and the total net operating revenue of such subsidiaries amounted to
NT$34,331,965 thousand and NT$3,409,851 thousand, which constituted 18.08% and 1.89% of the
Group’s consolidated total net operating revenue, for the years ended December 31, 2023 and 2022,
respectively.
We did not audit the financial statements of some associates accounted for using the equity method
included in the consolidated financial statements of the Group, but such statements were audited by
other auditors. As of December 31, 2022, the carrying amount of investments accounted for using the
equity method was NT$4,869,105 thousand, representing 1.90% of the consolidated total assets, and
the share of losses of these associates was NT$313 thousand, representing 0.00% of the consolidated
income before income tax.
We have also audited the parent company only financial statements of Walsin Lihwa Corporation as of
and for the years ended December 31, 2023 and 2022 on which we have issued an unmodified opinion
with other matter.
164
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 International Financial Reporting Standards (IFRS), International Accounting
Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued
into effect by the Financial Supervisory Commission of the Republic of China, 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 the 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.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1.
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as 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
165
Financial Information
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 and appropriate audit evidence regarding the financial information of 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.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements for the year ended
December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Wen-Yea
Shyu and Ker-Chang Wu.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 23, 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated
financial position, financial performance and cash flows in accordance with accounting principles
and practices generally accepted in the Republic of China and not those of any other jurisdictions.
The standards, procedures and practices to audit such consolidated financial statements are those
generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated
financial statements have been translated into English from the original Chinese version prepared and
used in the Republic of China. If there is any conflict between the English version and the original
Chinese version or any difference in the interpretation of the two versions, the Chinese-language
independent auditors’ report and consolidated financial statements shall prevail.
166
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 3, 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 8)
Financial assets for hedging - current (Notes 4 and 9)
Contract assets - current (Notes 4 and 10)
Notes receivable (Notes 4, 11, 38 and 39)
Trade receivables (Notes 4, 11, 38 and 39)
Finance lease receivables - current (Notes 4, 12 and 39)
Other receivables (Note 38)
Inventories (Notes 4 and 13)
Other financial assets - current (Notes 3, 6 and 39)
Other current assets (Note 22)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 14)
Financial assets at amortized cost - non-current (Notes 4 and 8)
Financial assets for hedging - non-current (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4 and 16)
Property, plant and equipment (Notes 4, 17 and 39)
Right-of-use assets (Notes 4 and 18)
Investment properties (Notes 4 and 19)
Goodwill (Notes 4 and 20)
Other intangible assets (Notes 4, 20 and 21)
Deferred tax assets (Notes 4 and 30)
Refundable deposits (Notes 6 and 39)
Finance lease receivables - non-current (Notes 4, 12 and 39)
Other non-current assets (Notes 6, 22 and 39)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 23)
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Financial liabilities for hedging - current (Notes 4 and 9)
Contract liabilities - current
Notes payable (Note 38)
Trade payables (Note 38)
Other payables (Note 25)
Current tax liabilities (Notes 4 and 30)
Lease liabilities - current (Notes 4 and 18)
Current portion of long-term borrowings and bonds payable (Notes 23 and 24)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 7)
Financial liabilities for hedging - non-current (Notes 4 and 9)
Bonds payable (Note 24)
Long-term borrowings (Note 23)
Long-term notes and bills payable (Note 23)
Deferred tax liabilities (Notes 4, 20 and 30)
Lease liabilities - non-current (Notes 4 and 18)
Net defined benefit liabilities - non-current (Notes 4 and 26)
Other non-current liabilities (Note 35)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF WLC (Note 27)
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translation of the financial statement of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income
Loss on hedging instruments
Other equity - others
Total other equity
Total equity attributable to owners of WLC
NON-CONTROLLING INTERESTS
Total equity
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
2023
2022 (Restated)
Amount
%
Amount
%
$ 16,347,012
1,508,943
727
346,441
996,025
920,752
14,991,531
62,067
3,707,450
33,704,296
788,894
5,377,850
78,751,988
1,263,649
18,823,172
184,613
53,439
49,640,171
78,154,936
4,719,043
15,514,751
4,157,877
7,997,819
4,234,852
158,940
540,456
2,174,325
187,618,043
6
1
-
-
-
-
6
-
2
13
-
2
30
-
7
-
-
19
29
2
6
1
3
2
-
-
1
70
$ 19,438,759
7,631
2,202
20,615
3,022,237
4,537,322
17,294,990
60,020
3,857,091
36,080,291
505,340
7,880,887
92,707,385
2,639,755
12,342,232
189,242
144,404
46,189,399
65,656,466
4,309,355
16,123,806
286,139
9,053,283
3,448,277
288,948
602,523
2,916,527
164,190,356
8
-
-
-
1
2
7
-
1
14
-
3
36
1
5
-
-
18
26
2
6
-
4
1
-
-
1
64
$ 266,370,031
100
$ 256,897,741
100
$ 11,508,074
22,746
5,878
13,828
317,865
16,390,669
12,069,796
5,861,143
257,859
1,640,420
2,671,050
50,759,328
484,429
2,705
12,951,405
31,924,532
2,998,822
6,587,732
2,765,167
349,381
3,097,217
61,161,390
111,920,718
40,313,329
33,624,917
9,538,222
2,712,250
48,340,145
60,590,617
(4,947,475 )
14,068,677
(65,100 )
(2,774,650 )
6,281,452
140,810,315
13,638,998
154,449,313
4
-
-
-
-
6
5
2
-
1
1
19
-
-
5
12
1
3
1
-
1
23
42
15
13
4
1
18
23
(2 )
5
-
(1 )
2
53
5
58
$ 17,120,571
64,772
222,272
6,014
591,536
17,497,315
15,315,705
6,103,462
245,223
1,207,209
2,495,289
60,869,368
363,192
-
7,742,955
40,820,860
1,497,914
5,782,915
2,309,732
348,779
2,952,903
61,819,250
122,688,618
37,313,329
24,672,454
7,564,090
2,712,250
51,762,058
62,038,398
(4,256,774 )
6,693,877
(105,801 )
(2,774,607 )
(443,305 )
123,580,876
10,628,247
134,209,123
7
-
-
-
-
7
6
2
-
1
1
24
-
-
3
16
1
2
1
-
1
24
48
14
10
3
1
20
24
(2 )
3
-
(1 )
-
48
4
52
$ 266,370,031
100
$ 256,897,741
100
167
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 3, 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 8)
Financial assets for hedging - current (Notes 4 and 9)
Contract assets - current (Notes 4 and 10)
Notes receivable (Notes 4, 11, 38 and 39)
Trade receivables (Notes 4, 11, 38 and 39)
Finance lease receivables - current (Notes 4, 12 and 39)
Other receivables (Note 38)
Inventories (Notes 4 and 13)
Other financial assets - current (Notes 3, 6 and 39)
Other current assets (Note 22)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 14)
Financial assets at amortized cost - non-current (Notes 4 and 8)
Financial assets for hedging - non-current (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4 and 16)
Property, plant and equipment (Notes 4, 17 and 39)
Right-of-use assets (Notes 4 and 18)
Investment properties (Notes 4 and 19)
Goodwill (Notes 4 and 20)
Other intangible assets (Notes 4, 20 and 21)
Deferred tax assets (Notes 4 and 30)
Refundable deposits (Notes 6 and 39)
Finance lease receivables - non-current (Notes 4, 12 and 39)
Other non-current assets (Notes 6, 22 and 39)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 23)
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Financial liabilities for hedging - current (Notes 4 and 9)
Contract liabilities - current
Notes payable (Note 38)
Trade payables (Note 38)
Other payables (Note 25)
Current tax liabilities (Notes 4 and 30)
Lease liabilities - current (Notes 4 and 18)
Current portion of long-term borrowings and bonds payable (Notes 23 and 24)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - non-current (Notes 4 and 7)
Financial liabilities for hedging - non-current (Notes 4 and 9)
Bonds payable (Note 24)
Long-term borrowings (Note 23)
Long-term notes and bills payable (Note 23)
Deferred tax liabilities (Notes 4, 20 and 30)
Lease liabilities - non-current (Notes 4 and 18)
Net defined benefit liabilities - non-current (Notes 4 and 26)
Other non-current liabilities (Note 35)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF WLC (Note 27)
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translation of the financial statement of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income
Loss on hedging instruments
Other equity - others
Total other equity
Total equity attributable to owners of WLC
NON-CONTROLLING INTERESTS
Total equity
TOTAL
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
168
2023
2022 (Restated)
Amount
%
Amount
%
$
532,389
49,143
24
11,283
32,439
29,987
488,244
2,021
120,744
1,097,681
25,693
175,146
2,564,794
41,155
613,033
6,012
1,740
1,616,680
2,545,349
153,690
505,284
135,414
260,473
137,921
5,176
17,602
70,812
6,110,341
6
1
-
-
-
-
6
-
2
13
-
2
30
-
7
-
-
19
29
2
6
1
3
2
-
-
1
70
$
633,081
249
72
671
98,428
147,771
563,263
1,955
125,618
1,175,062
16,458
256,665
3,019,293
85,972
401,962
6,163
4,703
1,504,296
2,138,299
140,347
525,120
9,319
294,847
112,303
9,410
19,623
94,985
5,347,349
8
-
-
-
1
2
7
-
1
14
-
3
36
1
5
-
-
18
26
2
6
-
4
1
-
-
1
64
$ 8,675,135
100
$ 8,366,642
100
$
374,795
741
191
450
10,352
533,811
393,089
190,886
8,398
53,425
86,991
1,653,129
15,777
88
421,801
1,039,718
97,666
214,549
90,056
11,379
100,869
1,991,903
3,645,032
1,312,924
1,095,096
310,641
88,333
1,574,341
1,973,315
(161,130 )
458,188
(2,120 )
(90,365 )
204,573
4,585,908
444,195
5,030,103
4
-
-
-
-
6
5
2
-
1
1
19
-
-
5
12
1
3
1
-
1
23
42
15
13
4
1
18
23
(2 )
5
-
(1 )
2
53
5
58
$
557,583
2,109
7,239
196
19,265
569,852
498,802
198,777
7,986
39,316
81,268
1,982,393
11,828
-
252,172
1,329,453
48,784
188,338
75,223
11,359
96,171
2,013,328
3,995,721
1,215,220
803,532
246,347
88,333
1,685,786
2,020,466
(138,635 )
218,006
(3,446 )
(90,363 )
(14,438 )
4,024,780
346,141
4,370,921
7
-
-
-
-
7
6
2
-
1
1
24
-
-
3
16
1
2
1
-
1
24
48
14
10
3
1
20
24
(2 )
3
-
(1 )
-
48
4
52
$ 8,675,135
100
$ 8,366,642
100
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2023
Amount
%
2022 (Restated)
Amount
%
OPERATING REVENUE (Notes 4 and 28)
$ 189,839,626
100
$ 180,400,719
100
OPERATING COSTS (Note 13)
(175,396,014) (93)
(163,054,414) (91)
GROSS PROFIT
14,443,612
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Dividend income
Other income (Note 29)
(Loss) gain on disposal of property, plant and
equipment
Gain on disposal of investments (Note 29)
Foreign exchange (loss) gains, net
Gain on valuation of financial assets and
liabilities at fair value through profit or loss
Other expenses
Reversal (recognition) of impairment loss (Note
29)
Interest expense
Share of profit of associates accounted for using
the equity method
2,166,373
5,742,908
293,565
8,202,846
6,240,766
541,506
513,679
1,763,119
(11,472)
965,914
(240,593)
169,525
(909,612)
12,427
(2,135,730)
528,869
Total non-operating income and expenses
1,197,632
PROFIT BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
7,438,398
7
1
3
-
4
3
-
-
1
-
1
-
-
-
-
(1)
-
1
4
17,346,305
2,880,008
4,748,280
219,303
7,847,591
9,498,714
240,793
766,857
1,130,256
68,051
7,210,043
1,748,708
265,134
(305,781)
(87)
(827,715)
3,607,040
13,903,299
9
1
3
-
4
5
-
-
1
-
4
1
-
-
-
-
2
8
23,402,013
13
INCOME TAX EXPENSE (Notes 4 and 30)
(1,497,148)
(1)
(4,261,937)
(2)
NET PROFIT FOR THE YEAR
5,941,250
3
19,140,076
11
(Continued)
169
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in
equity instruments at fair value through
other comprehensive income
Share of the other comprehensive income
(loss) of associates accounted for using
the equity method
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of the
financial statements of foreign operations
Gain (loss) on hedging instruments
Share of the other comprehensive (loss)
income of associates accounted for using
the equity method
2023
Amount
%
2022 (Restated)
Amount
%
$
(109,805)
-
$
260,538
-
6,307,904
1,288,908
7,487,007
(833,485)
60,360
(47,991)
(821,116)
3
1
4
-
-
-
-
4
(4,067,542)
(2)
(644,358)
(4,451,362)
(1)
(3)
1,609,132
(105,801)
180,029
1,683,360
1
-
-
1
(2,768,002)
(2)
Other comprehensive income (loss) for
the year
6,665,891
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR
$
12,607,141
7
$
16,372,074
9
NET PROFIT ATTRIBUTABLE TO:
Owners of WLC
Non-controlling interests
$
5,134,316
806,934
3
-
$
19,352,097
(212,021)
11
-
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of WLC
Non-controlling interests
$
5,941,250
3
$
19,140,076
11
$
11,993,418
613,723
6
1
$
16,639,046
(266,972)
$
12,607,141
7
$
16,372,074
9
-
9
(Continued)
170
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2023
Amount
%
2022 (Restated)
Amount
%
EARNINGS PER SHARE (Note 31)
Basic
Diluted
$
$
1.32
1.32
$
$
5.45
5.44
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(Concluded)
171
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars, Except Earnings Per Share)
2023
Amount
%
2022 (Restated)
Amount
%
OPERATING REVENUE (Notes 4 and 28)
$ 6,182,694
100
$ 5,875,288
100
OPERATING COSTS (Note 13)
(5,712,295)
(93)
(5,310,354)
(91)
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Dividend income
Other income (Note 29)
(Loss) gain on disposal of property, plant and
equipment
Gain on disposal of investments (Note 29)
Foreign exchange (loss) gains, net
Gain on valuation of financial assets and
liabilities at fair value through profit or loss
Other expenses
Reversal (recognition) of impairment loss (Note
29)
Interest expense
Share of profit of associates accounted for using
the equity method
470,399
70,554
187,035
9,561
267,150
203,249
17,636
16,729
57,421
(374)
31,458
(7,836)
5,521
(29,624)
405
(69,556)
17,224
Total non-operating income and expenses
39,004
PROFIT BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
242,253
7
1
3
-
4
3
-
-
1
-
1
-
-
-
564,934
93,796
154,642
7,142
255,580
309,354
7,842
24,975
36,810
2,216
234,817
56,952
8,635
(9,959)
-
(1)
(3)
(26,957)
117,474
452,802
-
1
4
9
1
3
-
4
5
-
-
1
-
4
1
-
-
-
-
2
8
762,156
13
INCOME TAX EXPENSE (Notes 4 and 30)
(48,759)
(1)
(138,802)
(2)
NET PROFIT FOR THE YEAR
193,494
3
623,354
11
(Continued)
172
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars, Except Earnings Per Share)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in
equity instruments at fair value through
other comprehensive income
Share of the other comprehensive income
(loss) of associates accounted for using the
equity method
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of the
financial statements of foreign operations
Gain (loss) on hedging instruments
Share of the other comprehensive (loss)
income of associates accounted for using
the equity method
Other comprehensive income (loss) for the
year
2023
Amount
%
2022 (Restated)
Amount
%
$
(3,576)
-
$
8,485
-
205,436
41,977
243,837
(27,145)
1,966
(1,563)
(26,742)
217,095
3
1
4
-
-
-
-
4
(132,471)
(2)
(20,985)
(144,971)
(1)
(3)
52,406
(3,446)
5,863
54,823
1
-
-
1
(90,148)
(2)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$
410,589
7
$
533,206
9
NET PROFIT ATTRIBUTABLE TO:
Owners of WLC
Non-controlling interests
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of WLC
Non-controlling interests
$
167,214
26,280
$
3
-
630,259
(6,905)
11
-
$
193,494
3
$
623,354
11
$
390,601
19,988
$
6
1
541,901
(8,695)
9
-
$
410,589
7
$
533,206
9
(Continued)
173
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars, Except Earnings Per Share)
2023
Amount
%
2022 (Restated)
Amount
%
EARNINGS PER SHARE (Note 31)
Basic
Diluted
$
$
0.04
0.04
$
$
0.18
0.18
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(Concluded)
174
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
Share Capital
Capital Surplus
Legal Reserve
Special Reserve
Unappropriated
Earnings
Retained Earnings
Exchange
Differences on
Translation of the
Financial
Statement
of Foreign
Operations
Other Equity
Unrealized
Valuation (Loss)
Gain on Financial
Assets at Fair Value
through Other
Comprehensive
Income
Equity Attributable to Owners of WLC
Loss on Hedging
Instrument
Others
Total
Non-controlling
Interests
Total Equity
BALANCE AT JANUARY 1, 2022
$ 34,313,329
$ 18,440,875
$
6,109,568
$
2,712,250
$ 38,965,389
$
(6,100,687 )
$ 11,534,267
$
$
(91,467 )
$ 105,883,524
$
2,062,744
$ 107,946,268
Appropriation of 2021 earnings (Note 27)
Legal reserve
Cash dividends distributed by WLC
Changes in percentage of ownership interests in subsidiaries
Excess of the carrying amount over the consideration received
of the subsidiaries' net assets during disposal
Disposal of equity instrument measured at fair value through
other comprehensive income
Changes in capital surplus from investments in associates
accounted for using the equity method
-
-
-
-
-
-
-
-
-
(994 )
-
887
Issuance of ordinary shares for cash
3,000,000
6,000,000
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended
December 31, 2022
Total comprehensive income (loss) for the year ended
December 31, 2022
Share-based payment transaction (Note 32)
Others
Changes in non-controlling interests
-
-
-
-
-
-
-
-
-
225,000
6,686
-
1,454,522
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,454,522 )
(5,490,133 )
-
-
(3,589 )
79,546
-
19,352,097
-
-
-
-
-
-
-
-
-
-
-
-
3,589
(79,546 )
-
-
-
-
-
-
-
-
-
-
-
313,270
1,843,913
(4,764,433 )
(105,801 )
19,665,367
1,843,913
(4,764,433 )
(105,801 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,490,133 )
(2,683,140 )
(2,683,140 )
(994 )
-
887
9,000,000
-
-
-
-
-
-
-
-
(5,490,133 )
(2,683,140 )
(994 )
-
887
9,000,000
19,352,097
(212,021 )
19,140,076
(2,713,051 )
(54,951 )
(2,768,002 )
16,639,046
(266,972 )
16,372,074
225,000
6,686
-
-
225,000
6,686
-
8,832,475
8,832,475
-
-
-
-
-
-
-
-
-
-
BALANCE AT DECEMBER 31, 2022 (AS RESTATED)
37,313,329
24,672,454
7,564,090
2,712,250
51,762,058
(4,256,774 )
6,693,877
(105,801 )
(2,774,607 )
123,580,876
10,628,247
134,209,123
Appropriation of 2022 earnings (Note 27)
Legal reserve
Cash dividends distributed by WLC
Changes in capital surplus from investments in associates
accounted for using the equity method
Changes in percentage of ownership interests in subsidiaries
-
-
-
-
-
-
1,974,132
-
(6,932 )
26,730
Issuance of ordinary shares for cash
3,000,000
8,923,497
Net profit for the year ended December 31, 2023
Other comprehensive (loss) income for the year ended
December 31, 2023
Total comprehensive income (loss) for the year ended
December 31, 2023
Others
Changes in non-controlling interests
-
-
-
-
-
-
-
-
9,168
-
-
-
-
-
-
-
-
-
-
-
(1,974,132 )
(6,716,399 )
204,652
-
-
5,134,316
-
-
-
-
-
-
-
-
(204,652 )
-
-
-
-
-
-
-
-
-
(70,350 )
(690,701 )
7,579,452
40,701
5,063,966
(690,701 )
7,579,452
40,701
-
-
-
-
-
-
-
-
-
(6,716,399 )
(6,932 )
-
-
-
26,730
(26,730 )
-
(6,716,399 )
(6,932 )
-
11,923,497
-
11,923,497
5,134,316
806,934
5,941,250
6,859,102
(193,211 )
6,665,891
11,993,418
613,723
12,607,141
-
-
-
-
-
-
-
-
(43 )
-
9,125
-
9,125
-
2,423,758
2,423,758
-
-
-
-
-
-
-
-
BALANCE AT DECEMBER 31, 2023
$ 40,313,329
$ 33,624,917
$
9,538,222
$
2,712,250
$ 48,340,145
$
(4,947,475 )
$ 14,068,677
$
(65,100 )
$
(2,774,650 )
$ 140,810,315
$ 13,638,998
$ 154,449,313
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
1
7
5
1
7
6
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars)
Share Capital
Capital Surplus
Legal Reserve
Special Reserve
Unappropriated
Earnings
Retained Earnings
Exchange
Differences on
Translation of the
Financial
Statement
of Foreign
Operations
Other Equity
Unrealized
Valuation (Loss)
Gain on Financial
Assets at Fair Value
through Other
Comprehensive
Income
Equity Attributable to Owners of WLC
Loss on Hedging
Instrument
Others
Total
Non-controlling
Interests
Total Equity
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
BALANCE AT JANUARY 1, 2022
$ 1,117,516
$
600,581
$
198,976
$
88,333
$ 1,269,024
$
(198,688 )
$
375,648
$
$
(2,979 )
$ 3,448,411
$
67,180
$ 3,515,591
Appropriation of 2021 earnings (Note 27)
Legal reserve
Cash dividends distributed by WLC
Changes in percentage of ownership interests in subsidiaries
Excess of the carrying amount over the consideration received of the
subsidiaries' net assets during disposal
Disposal of equity instrument measured at fair value through other
comprehensive income
Changes in capital surplus from investments in associates accounted
for using the equity method
-
-
-
-
-
-
-
-
-
(32 )
-
29
Issuance of ordinary shares for cash
97,704
195,408
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December
31, 2022
Total comprehensive income (loss) for the year ended December 31,
2022
Share-based payment transaction (Note 32)
Others
Changes in non-controlling interests
-
-
-
-
-
-
-
-
-
7,328
218
-
47,371
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(47,371 )
(178,803 )
-
-
(117 )
2,591
-
630,259
-
-
-
-
-
-
-
-
-
-
-
-
117
(2,591 )
-
-
10,203
60,053
(155,168 )
(3,446 )
640,462
60,053
(155,168 )
(3,446 )
-
-
-
-
-
-
-
-
-
-
-
-
BALANCE AT DECEMBER 31, 2022 (AS RESTATED)
1,215,220
803,532
246,347
88,333
1,685,786
(138,635 )
218,006
(3,446 )
(90,363 )
4,024,780
Appropriation of 2022 earnings (Note 27)
Legal reserve
Cash dividends distributed by WLC
Changes in capital surplus from investments in associates accounted
for using the equity method
Changes in percentage of ownership interests in subsidiaries
-
-
-
-
-
-
64,294
-
(226 )
871
Issuance of ordinary shares for cash
97,704
290,620
Net profit for the year ended December 31, 2023
Other comprehensive (loss) income for the year ended December
31, 2023
Total comprehensive income (loss) for the year ended December 31,
2023
Others
Changes in non-controlling interests
-
-
-
-
-
-
-
-
299
-
-
-
-
-
-
-
-
-
-
-
(64,294 )
(218,740 )
6,666
-
-
167,214
-
-
-
-
-
-
-
-
(6,665 )
-
-
-
(2,291 )
(22,495 )
246,847
164,923
(22,495 )
246,847
-
-
-
-
-
-
-
-
-
-
-
-
1,326
1,326
-
-
-
-
-
-
-
-
-
-
(2 )
-
-
-
-
-
-
-
-
-
BALANCE AT DECEMBER 31, 2023
$ 1,312,924
$ 1,095,096
$
310,641
$
88,333
$ 1,574,341
$
(161,130 )
$
458,188
$
(2,120 )
$
(90,365 )
$ 4,585,908
$
444,195
$ 5,030,103
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(88,358 )
(1,790 )
(90,148 )
-
-
-
(178,803 )
(87,384 )
(87,384 )
-
-
-
-
-
-
-
-
-
-
(32 )
-
29
293,112
630,259
541,901
7,328
218
-
-
(218,740 )
(225 )
871
388,324
167,214
-
-
-
-
-
-
-
(6,905 )
-
(178,803 )
(87,384 )
(32 )
-
29
293,112
623,354
(8,695 )
533,206
-
-
287,656
346,141
-
-
-
(871 )
-
26,280
7,328
218
287,656
4,370,921
-
(218,740 )
(225 )
-
388,324
193,494
223,387
(6,292 )
217,095
390,601
19,988
410,589
297
-
-
78,937
297
78,937
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
2023
2022 (Restated)
$
7,438,398
$ 23,402,013
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net gain on fair value changes of financial assets and liabilities
at fair value through profit or loss
Interest expenses
Interest income
Dividend income
Compensation costs of employee share options
Share of profit of associates accounted for using the equity
method
Loss (gain) on disposal of property, plant and equipment
Gain on disposal of other asset
Gain on disposal of investments
Impairment loss (reversed) recognized on non-financial assets
Unrealized (gain) loss on foreign currency exchange
Gain from bargain purchase
Loss on lease modification
Changes in operating assets and liabilities
Decrease (increase) in contract assets
Decrease (increase) in notes receivable
Decrease in trade receivables
Increase in other receivables
Decrease (increase) in inventories
Decrease in other current assets
Increase in other financial assets
Decrease (increase) in other operating assets
Increase (decrease) in financial liabilities held for trading
Increase in contract liabilities
(Decrease) increase in notes payable
(Decrease) increase in trade payables
(Decrease) increase in other payables
Increase in other current liabilities
Increase (decrease) in net defined benefit liabilities
Increase (decrease) in other operating liabilities
Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
7,016,106
1,192,166
412,281
(169,525)
2,135,730
(541,506)
(513,679)
-
(528,869)
11,472
(121,938)
(965,914)
(12,427)
(63,228)
(1,168,686)
1,045
1,618,550
3,616,570
3,675,874
(1,487,488)
3,312,465
914,699
(242,768)
68,712
973,916
5,480
(273,671)
(701,919)
(1,677,792)
2,377
602
54,659
23,981,692
493,679
1,888,623
(1,926,395)
(1,689,669)
Net cash generated from operating activities
22,747,930
4,385,647
65,655
105,680
(265,134)
827,715
(240,793)
(766,857)
233,077
(3,607,040)
(68,051)
-
(7,210,043)
87
183,114
(339,526)
6
(581,544)
(1,909,911)
100,992
(1,225,918)
(2,101,272)
631,447
(55,183)
(446,591)
(823,192)
-
244,589
3,673,923
1,094,617
273,773
(211,583)
(556,293)
14,813,404
357,042
2,166,803
(740,191)
(2,731,958)
13,865,100
(Continued)
177
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other
comprehensive income
$
(173,986) $
(140,417)
2023
2022 (Restated)
Disposal of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost
Purchase of financial assets for hedging
Purchase of investments accounted for using the equity method
Prepayments for investments
Net cash outflow on acquisition of subsidiaries
Disposal of subsidiaries
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in advance receipts
Decrease (increase) in refundable deposits
Purchase of intangible assets
Purchase of investment properties
Acquisition of right-of-use assets
Other investing activities
-
-
(342,786)
(1,077,128)
(1,334,026)
(5,856,439)
-
(16,512,380)
32,361
1,779,516
126,456
(37,277)
-
-
1,894,919
24,004
(183,665)
-
(4,980,030)
(2,204,073)
(11,037,204)
9,242,576
(15,499,282)
154,162
-
(68,728)
(141,056)
(182)
(283,745)
(1,228,906)
Net cash used in investing activities
(21,500,770)
(26,346,546)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Proceeds from issuance of bonds
Repayment of bonds
Proceeds from long-term borrowings
Repayment of long-term borrowings
Increase in long-term notes and bills payable
(Decrease) increase in other payables
Repayment of the principal portion of lease liabilities
Cash dividends paid
Proceeds from issuance of ordinary shares
Changes in non-controlling interests
Other financing activities
(6,499,696)
5,300,000
(100,066)
13,383,126
(22,027,953)
1,500,908
(2,780,037)
(308,747)
(6,716,022)
11,923,497
2,355,894
9,168
7,713,149
-
(46,684)
21,755,400
(19,732,834)
1,497,914
5,375,736
(120,625)
(5,489,781)
9,000,000
359,522
6,685
Net cash (used in) generated from financing activities
(3,959,928)
20,318,482
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES
(378,979)
1,133,649
(Continued)
178
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
2023
2022 (Restated)
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
$
(3,091,747) $
8,970,685
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR
19,438,759
10,468,074
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 16,347,012
$ 19,438,759
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(Concluded)
179
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net gain on fair value changes of financial assets and liabilities
at fair value through profit or loss
Interest expenses
Interest income
Dividend income
Compensation costs of employee share options
Share of profit of associates accounted for using the equity
method
Loss (gain) on disposal of property, plant and equipment
Gain on disposal of other asset
Gain on disposal of investments
Impairment loss (reversed) recognized on non-financial assets
Unrealized (gain) loss on foreign currency exchange
Gain from bargain purchase
Loss on lease modification
Changes in operating assets and liabilities
Decrease (increase) in contract assets
Decrease (increase) in notes receivable
Decrease in trade receivables
Increase in other receivables
Decrease (increase) in inventories
Decrease in other current assets
Increase in other financial assets
(Decrease) increase in other operating assets
Increase (decrease) in financial liabilities held for trading
Increase in contract liabilities
(Decrease) increase in notes payable
(Decrease) increase in trade payables
(Decrease) increase in other payables
Increase in other current liabilities
Increase (decrease) in net defined benefit liabilities
Increase (decrease) in other operating liabilities
Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from (used in) operating activities
2023
2022 (Restated)
$ 242,253
$ 762,156
228,500
38,826
13,427
(5,521)
69,556
(17,636)
(16,729)
-
(17,224)
374
(3,971)
(31,458)
(405)
(2,059)
(38,062)
34
52,713
117,784
119,716
(48,444)
107,880
29,790
(7,906)
2,238
31,718
178
(8,913)
(22,860)
(54,642)
77
20
1,780
781,034
16,078
61,509
(62,739)
(55,029)
740,853
142,832
2,138
3,442
(8,635)
26,957
(7,842)
(24,975)
7,591
(117,474)
(2,216)
-
(234,817)
3
5,964
(11,058)
-
(18,940)
(62,202)
3,289
(39,926)
(68,434)
20,565
(1,797)
(14,545)
(26,810)
-
7,966
119,652
35,649
8,916
(6,891)
(18,117)
482,441
11,628
70,568
(24,107)
(88,974)
451,556
(Continued)
180
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other
comprehensive income
Disposal of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost
Purchase of financial assets for hedging
Purchase of investments accounted for using the equity method
Prepayments for investments
Net cash outflow on acquisition of subsidiaries
Disposal of subsidiaries
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in advance receipts
Decrease (increase) in refundable deposits
Purchase of intangible assets
Purchase of investment properties
Acquisition of right-of-use assets
Other investing activities
2023
2022 (Restated)
$
(5,666)
$
(4,573)
-
-
(11,164)
(35,080)
(43,447)
(190,732)
-
(537,775)
1,054
57,955
4,118
(1,214)
-
-
61,714
782
(5,982)
-
(162,190)
(71,782)
(359,460)
301,012
(504,780)
5,021
-
(2,238)
(4,594)
(6)
(9,241)
(40,023)
Net cash used in investing activities
(700,237)
(858,054)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Proceeds from issuance of bonds
Repayment of bonds
Proceeds from long-term borrowings
Repayment of long-term borrowings
Increase in long-term notes and bills payable
(Decrease) increase in other payables
Repayment of the principal portion of lease liabilities
Cash dividends paid
Proceeds from issuance of ordinary shares
Changes in non-controlling interests
Other financing activities
(211,682)
172,610
(3,259)
435,861
(717,406)
48,882
(90,540)
(10,055)
(218,727)
388,324
76,727
299
251,202
-
(1,520)
708,530
(642,659)
48,784
175,077
(3,929)
(178,791)
293,112
11,709
218
Net cash (used in) generated from financing activities
(128,966)
661,733
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES
(12,342)
36,922
(Continued)
181
Financial Information
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of U.S. Dollars)
2023
2022 (Restated)
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
$ (100,692)
$ 292,157
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR
633,081
340,924
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
$ 532,389
$ 633,081
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(Concluded)
182
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
1. GENERAL INFORMATION
Walsin Lihwa Corporation (WLC) was incorporated in December 1966 and commenced
operations in December 1966. To diversify its operations, WLC made various investments in
construction, electronics, material science, real estate, etc. WLC’s main products are wires,
cables, stainless steel, resource business and real estate.
WLC’s shares have been listed on the Taiwan Stock Exchange (TWSE) since November 1972. In
October 1995, November 2010 and June 2023, WLC increased its share capital and issued Global
Depositary Receipts (GDRs), which were listed on the Luxembourg Stock Exchange.
The consolidated financial statements are presented in WLC’s functional currency, the New
Taiwan dollar.
2. APPROVAL OF FINANCIAL STATE
The consolidated financial statements of WLC and its subsidiaries (collectively, the “Group”)
were approved by the board of directors of WLC on February 23, 2024.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND
INTERPRETATIONS
a. Initial application of the amendments to the International Financial Reporting Standards
(IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC
Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued
into effect by the Financial Supervisory Commission (FSC).
Except for the following, the initial application of the IFRS Accounting Standards endorsed
and issued into effect by the FSC did not have material impact on the Group’s accounting
policies.
1) Amendments to IAS 1 “Disclosure of Accounting Policies”
When applying the amendments, the Group refers to the definition of material to
determine its material accounting policy information to be disclosed. Accounting policy
information is material if it can reasonably be expected to influence decisions that the
primary users of general purpose financial statements make on the basis of those financial
statements. Moreover:
Accounting policy information that relates to immaterial transactions, other events or
conditions is immaterial and need not be disclosed;
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Financial Information
The Group may consider the accounting policy information material because of the
nature of the related transactions, other events or conditions, even if the amounts are
immaterial; and
Not all accounting policy information relating to material transactions, other events or
conditions is itself material.
The accounting policy information is likely to be considered material to the financial
statements if that information relates to material transactions, other events or conditions
and:
a) The Group changed its accounting policy during the reporting period and this change
resulted in a material change to the information in the financial statements;
b) The Group chose the accounting policy from options permitted by the standards;
c) The accounting policy was developed in accordance with IAS 8 “Accounting Policies,
Changes in Accounting Estimates and Errors” in the absence of an IFRS that
specifically applies;
d) The accounting policy relates to an area for which the Group is required to make
significant judgments or assumptions in applying an accounting policy, and the Group
discloses those judgments or assumptions; or
e) The accounting is complex, and users of the financial statements would otherwise not
understand those material transactions, other events or conditions.
Refer to Note 4 for related accounting policy information.
2) Amendments to IAS 8 “Definition of Accounting Estimates”
The Group has applied the amendments since January 1, 2023, which defines accounting
estimates as monetary amounts in financial statements that are subject to measurement
uncertainty. In applying accounting policies, the Group may be required to measure items
at monetary amounts that cannot be observed directly and must instead be estimated. In
such a case, the Group uses measurement techniques and inputs to develop accounting
estimates to achieve the objective. The effects on an accounting estimate of a change in a
measurement technique or a change in an input are changes in accounting estimates unless
they result from the correction of prior period errors.
3) Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a
Single Transaction”
The amendments clarify that the initial recognition exemption under IAS 12 does not
apply to transactions in which equal taxable and deductible temporary differences arise on
initial recognition. The Group applied the amendments and recognized a deferred tax asset
(to the extent that it is probable that taxable profit will be available against which the
deductible temporary difference can be utilized) and a deferred tax liability for all
deductible and taxable temporary differences associated with leases and decommissioning
obligations on January 1, 2022. The Group shall apply the amendments prospectively to
transactions other than leases and decommissioning obligations that occur on or after
January 1, 2022. Upon initial application of the amendments to IAS 12, the Group
recognized the cumulative effect of retrospective application in retained earnings on
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January 1, 2022, and restated comparative information.
4) Amendments to IAS 12 “International Tax Reform - Pillar Two Model Rules”
The amendments introduce a temporary exception to the requirements in IAS 12 by
stipulating that the Group should neither recognize nor disclose information about
deferred tax assets and liabilities related to Pillar Two income taxes. The amendments also
require the Group to disclose that it has applied the exception and separately disclose its
current tax expense (income) related to Pillar Two income taxes. In addition, for periods
in which Pillar Two legislation is enacted or substantively enacted but not yet in effect, the
Group should disclose qualitative and quantitative information that helps users of financial
statements understand the Group’s exposure to Pillar Two income taxes. The requirement
that the Group apply the exception and the requirement to disclose that fact are applied
immediately and retrospectively upon issuance of the amendments. The remaining
disclosure requirements apply for annual reporting periods beginning on or after January
1, 2023, but not for any interim period ending on or before December 31, 2023.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2024
New, Amended and Revised Standards and
Interpretations
Effective Date
Announced by IASB (Note 1)
Amendments to IFRS 16 “Leases Liability in a Sale and
January 1, 2024 (Note 2)
Leaseback”
Amendments to IAS 1 “Classification of Liabilities as
January 1, 2024
Current or Non-current”
Amendments to IAS 1 “Non-current Liabilities with
January 1, 2024
Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier Finance
January 1, 2024 (Note 3)
Arrangements”
Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for
annual reporting periods beginning on or after their respective effective dates.
Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and
leaseback transactions entered into after the date of initial application of IFRS 16.
Note 3: The amendments provide some transition relief regarding disclosure requirements.
1) Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback”
The amendments clarify that the liability that arises from a sale and leaseback transaction -
that satisfies the requirements in IFRS 15 to be accounted for as a sale - is a lease liability
to which IFRS 16 applies. However, if the lease in a leaseback that includes variable lease
payments that do not depend on an index or rate, the seller-lessee shall measure lease
liabilities arising from a leaseback in such a way that it does not recognize any amount of
the gain or loss that relates to the right of use it retains. The seller-lessee subsequently
recognizes in profit or loss the difference between the payments made for the lease and the
lease payments that reduce the carrying amount of the lease liability.
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Financial Information
2) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (referred
to as the “2020 amendments”) and “Non-current Liabilities with Covenants” (referred to
as the “2022 amendments”)
The 2020 amendments clarify that for a liability to be classified as non-current, the Group
shall assess whether it has the right at the end of the reporting period to defer settlement of
the liability for at least twelve months after the reporting period. If such rights exist at the
end of the reporting period, the liability is classified as non-current regardless of whether
the Group will exercise that right.
The 2020 amendments also stipulate that, if the right to defer settlement is subject to
compliance with specified conditions, the Group must comply with those conditions at the
end of the reporting period even if the lender does not test compliance until a later date.
The 2022 amendments further clarify that only covenants with which an entity is required
to comply on or before the reporting date should affect the classification of a liability as
current or non-current. Although the covenants to be complied with within twelve months
after the reporting period do not affect the classification of a liability, the Group shall
disclose information that enables users of financial statements to understand the risk of the
Group, which may have difficulty complying with the covenants and repaying its
liabilities within twelve months after the reporting period.
The 2020 amendments stipulate that, for the purpose of liability classification, the
aforementioned settlement refers to a transfer of cash, other economic resources or the
Group’s own equity instruments to the counterparty that results in the extinguishment of
the liability. However, if the terms of a liability that, at the option of the counterparty,
result in its settlement by a transfer of the Group’s own equity instruments, and if such an
option is recognized separately as equity in accordance with IAS 32 “Financial
Instruments: Presentation”, the aforementioned terms would not affect the classification of
the liability.
3) Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”
Supplier finance arrangements are characterized by one or more finance providers offering
to pay amounts an entity owes its suppliers and the entity agreeing to pay according to the
terms and conditions of the arrangements at the same date as, or a date later than, the
suppliers are paid. The amendments stipulate that the Group shall disclose the relevant
information about its supplier finance arrangements that enables users of financial
statements to assess the effects of those arrangements on the Group’s liabilities and cash
flows and on the Group’s exposure to liquidity risk.
Except for the above impact, as of the date the consolidated financial statements were
authorized for issue, the Group has assessed that the application of other standards and
interpretations will not have a material impact on the Group’s financial position and financial
performance.
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c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the
FSC
New, Amended and Revised Standards and
Interpretations
Effective Date
Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture”
To be determined by IASB
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial Application of IFRS 9 and
January 1, 2023
January 1, 2023
January 1, 2023
IFRS 17 - Comparative Information”
Amendments to IAS 21 “Lack of Exchangeability”
January 1, 2025 (Note 2)
Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for
annual reporting periods beginning on or after their respective effective dates.
Note 2: An entity shall apply those amendments for annual reporting periods beginning on
or after January 1, 2025. Upon initial application of the amendments, the entity
recognizes any effect as an adjustment to the opening balance of retained earnings.
When the entity uses a presentation currency other than its functional currency, it
shall, at the date of initial application, recognize any effect as an adjustment to the
cumulative amount of translation differences in equity.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture”
The amendments stipulate that, when the Group sells or contributes assets that constitute a
business (as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting
from the transaction is recognized in full. Also, when the Group loses control of a
subsidiary that contains a business but retains significant influence or joint control, the
gain or loss resulting from the transaction is recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to
an associate or joint venture, the gain or loss resulting from the transaction is recognized
only to the extent of the Group’s interest as an unrelated investor in the associate or joint
venture, i.e., the Group’s share of the gain or loss is eliminated. Also, when the Group
loses control of a subsidiary that does not contain a business but retains significant
influence or joint control over an associate or a joint venture, the gain or loss resulting
from the transaction is recognized only to the extent of the Group’s interest as an
unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or
loss is eliminated.
2) Amendments to IAS 21 “Lack of Exchangeability”
The amendments stipulate that a currency is exchangeable into another currency when an
entity is able to obtain the other currency within a time frame that allows for a normal
administrative delay and through a market or exchange mechanism in which an exchange
transaction would create enforceable rights and obligations. An entity shall estimate the
spot exchange rate at a measurement date when a currency is not exchangeable into
another currency to reflect the rate at which an orderly exchange transaction would take
place at the measurement date between market participants under prevailing economic
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Financial Information
conditions. In this situation, the Group shall disclose information that enables users of its
financial statements to understand how the currency not being exchangeable into the other
currency affects, or is expected to affect, its financial performance, financial position and
cash flows.
Except for the above impact, as of the date the consolidated financial statements were
authorized for issue, the Group is continuously assessing the possible impact of the
application of other standards and interpretations on the Group’s financial position and
financial performance and will disclose the relevant impact when the assessment is completed.
d. Presentation reclassification
The management of the Group considers the bank deposits repatriated for restricted purpose
for the use of substantial investments and financial investments in accordance with the
Management, Utilization, and Taxation of Repatriated Offshore Funds Act. do not change the
nature of the deposit as the entity can access those amounts on demand. The management
concludes that the presentation of cash and cash equivalents is more appropriate and,
therefore, has changed the presentation of the consolidated balance sheets and consolidated
statements of cash flows in 2023. The other financial assets were reclassified to cash and cash
equivalents with a carrying amount of $23,380 thousand and $40,786 thousand on December
31, 2023 and 2022. The impact on cash flows for the year ended December 31, 2022 was as
follows:
Net cash used in operating activities
Net decrease in cash and cash equivalents
Adjustments
$ (39,707)
$ (39,707)
4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers, other related regulations
and IFRS Accounting Standards as endorsed and issued into effect by the FSC.
b. Basic of preparation
The consolidated financial statements have been prepared on the historical cost basis except
for financial instruments, which are measured at fair value and net defined benefit liabilities
which are measured at the present value of the defined benefit obligation less the fair value of
plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to
which the fair value measurement inputs are observable and based on the significance of the
inputs to the fair value measurement in its entirety, are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are
observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices); and
3) Level 3 inputs are unobservable inputs for an asset or liability.
c. Classification of current and non-current assets and liabilities
Current assets include:
Assets held primarily for the purpose of trading;
Assets expected to be realized within 12 months after the reporting period; and
Cash and cash equivalents unless the asset is restricted from being exchanged or used to
settle a liability for at least 12 months after the reporting period.
Current liabilities include:
Liabilities held primarily for the purpose of trading;
Liabilities due to be settled within 12 months after the reporting period; and
Liabilities for which the Group does not have an unconditional right to defer settlement
for at least 12 months after the reporting period. 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.
Assets and liabilities that are not classified as current are classified as non-current.
d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of WLC and the
entities controlled by WLC.
Income and expenses of subsidiaries acquired or disposed of during the period are included in
the consolidated statement of comprehensive income from the effective date of acquisition up
to the effective date of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring
their accounting policies into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated in full upon
consolidation.
Total comprehensive income of subsidiaries is attributed to the owners of WLC and to the
non-controlling interests even if this results in the non-controlling interests having a deficit
balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group
losing control over the subsidiaries are accounted for as equity transactions. The carrying
amounts of the interests of the Group and the non-controlling interests are adjusted to reflect
the changes in their relative interests in the subsidiaries. Any difference between the amount
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Financial Information
by which the non-controlling interests are adjusted and the fair value of the consideration paid
or received is recognized directly in equity and attributed to the owners of the WLC.
When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and
is calculated as the difference between (i) the aggregate of the fair value of the consideration
received and any investment retained in the former subsidiary at its fair value at the date when
control is lost and (ii) the assets (including any goodwill) and liabilities and any
non-controlling interests of the former subsidiary at their carrying amounts at the date when
control is lost. The Group accounts for all amounts recognized in other comprehensive income
in relation to that subsidiary on the same basis as would be required had the Group directly
disposed of the related assets or liabilities.
Refer to Note 15 and Table 8 for the percentage of ownership, main businesses and details of
the subsidiaries.
e. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related
costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair
value of the acquirer’s previously held equity interests in the acquiree over the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If,
after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired
and liabilities assumed exceeds the sum of the consideration transferred, and the fair value of
the acquirer’s previously held interests in the acquiree, the excess is recognized immediately
in profit or loss as a bargain purchase gain.
Where the consideration the Group transfers in a business combination includes assets or
liabilities resulting from a contingent consideration arrangement, the contingent consideration
is measured at its acquisition-date fair value and considered as part of the consideration
transferred in a business combination. Changes in the fair value of the contingent
consideration that qualify as measurement period adjustments are adjusted retrospectively,
with the corresponding adjustments being made against goodwill or gains on bargain
purchases. Measurement period adjustments are adjustments that arise from additional
information obtained during the measurement period about facts and circumstances that
existed as of the acquisition date. The measurement period does not exceed 1 year from the
acquisition date. Contingent considerations is remeasured at fair value at the end of
subsequent reporting period with any gain or loss recognized in profit or loss.
the accounting
If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the items
for which
incomplete. Those provisional amounts are adjusted
retrospectively during the measurement period, or additional assets or liabilities are
recognized, to reflect new information obtained about facts and circumstances that existed as
of the acquisition date that, if known, would have affected the amounts recognized as of that
date.
is
f. Foreign currencies
In preparing the financial statements of each individual company entity, transactions in
currencies other than the entity’s functional currency are recognized at the rates of exchange
prevailing at the dates of the transactions.
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At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Exchange differences on monetary items
arising from settlement or translation are recognized in profit or loss in the period in which
they arise except for exchange differences on transactions entered into in order to hedge
certain foreign currency risks.
Non-monetary items denominated in foreign currencies that are measured at fair value are
retranslated at the rates prevailing at the date when the fair value is determined. Exchange
differences arising from the retranslation of non-monetary items are included in profit or loss
for the period except for exchange differences arising from the retranslation of non-monetary
items in respect of which gains and losses are recognized directly in other comprehensive
income, in which cases, the exchange differences are also recognized directly in other
comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is
stated at the reporting currency as originally translated from the foreign currency.
For the purpose of presenting consolidated financial statements, the financial statements of the
Group’s foreign operations (including subsidiaries and associates in other countries) that are
prepared using functional currencies which are different from the currency of WLC are
translated into the presentation currency, the New Taiwan dollar, as follows: Assets and
liabilities are translated at the exchange rates prevailing at the end of the reporting period; and
income and expense items are translated at the average exchange rates for the period. The
resulting currency translation differences are recognized in other comprehensive income
(attributed to the owners of WLC and non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e., a disposal of the Group’s entire interest in a
foreign operation, or a disposal involving the loss of control over a subsidiary that includes a
foreign operation, or a partial disposal of an interest in an associate that includes a foreign
operation of which the retained interest becomes a financial asset), all of the exchange
differences accumulated in equity in respect of that operation attributable to the owners of the
Group are reclassified to profit or loss.
In a partial disposal of a subsidiary that does not result in the Group losing control over the
subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the
non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other
partial disposals, the proportionate share of the accumulated exchange differences recognized
in other comprehensive income is reclassified to profit or loss.
g. Inventories
Inventories consist of raw materials, supplies, finished goods and work-in-process and are
stated at the lower of cost or net realizable value. Inventory write-downs are made by item,
except where it may be appropriate to group similar or related items. The net realizable value
is the estimated selling price of inventories less all estimated costs of completion and costs
necessary to make the sale. Inventories are recorded at the weighted-average cost on the
balance sheet date.
Inventories in the construction industry include construction land and work in progress, which
are accounted for on the basis of acquisition cost or construction cost, and the cost is
calculated separately for each project. Interest expenses incurred before the completion of the
project are capitalized as part of its construction cost.
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Financial Information
h. Investment in associates
An associate is an entity over which the Group has significant influence and which is neither a
subsidiary nor an interest in a joint venture.
The Group uses the equity method to account for its investments in associates. Under the
equity method, investments in an associate are initially recognized at cost and adjusted
thereafter to recognize the Group’s share of the profit or loss and other comprehensive income
of the associate. The Group also recognizes the changes in the Group’s share of the equity of
associates.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the
identifiable assets and liabilities of an associate at the date of acquisition is recognized as
goodwill, which is included within the carrying amount of the investment and is not
amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and
liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit
or loss.
When the Group subscribes for additional new shares of an associate, at a percentage different
from its existing ownership percentage, the resulting carrying amount of the investment
differs from the amount of the Group’s proportionate interest in the associate. The Group
records such a difference as an adjustment to investments with the corresponding amount
charged or credited to capital surplus - changes in capital surplus from investments in
associates accounted for using the equity method. If the Group’s ownership interest is reduced
due to its additional subscription of the new shares of associate, the proportionate amount of
the gains or losses previously recognized in other comprehensive income in relation to that
associate is reclassified to profit or loss on the same basis as would be required had the
investee had directly disposed of the related assets or liabilities. When the adjustment should
be debited to capital surplus, but the capital surplus recognized from investments accounted
for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that
associate, the Group discontinues recognizing its share of further losses. Additional losses and
liabilities are recognized only to the extent that the Group has incurred legal obligations, or
constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment (including goodwill) is tested for impairment as
a single asset by comparing its recoverable amount with its carrying amount. Any impairment
loss recognized is not allocated to any asset, including goodwill, that forms part of the
carrying amount of the investment. Any reversal of that impairment loss is recognized to the
extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment
ceases to be an associate. Any retained investment is measured at fair value at that date, and
the fair value is regarded as the investment’s fair value on initial recognition as a financial
asset. The difference between the previous carrying amount of the associate attributable to the
retained interest and its fair value is included in the determination of the gain or loss on
disposal of the associate. The Group accounts for all amounts previously recognized in other
comprehensive income in relation to that associate on the same basis as would be required had
that associate directly disposed of the related assets or liabilities. If an investment in an
associate becomes an investment in a joint venture, or an investment in a joint venture
becomes an investment in an associate, the Group continues to apply the equity method and
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does not remeasure the retained interest.
When the Group transacts with its associate, profits and losses resulting from the transactions
with the associate are recognized in the Group’s consolidated financial statements only to the
extent of interests in the associate that are not related to the Group.
i. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at
cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any
recognized impairment loss. Cost includes professional fees and borrowing costs eligible for
capitalization. Such assets are depreciated and classified to the appropriate categories of
property, plant and equipment when completed and ready for their intended use.
The depreciation of property, plant and equipment is recognized using the straight-line
method. Each significant part is depreciated separately. The estimated useful lives, residual
values and depreciation methods are reviewed at the end of each reporting period, with the
effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the
sales proceeds and the carrying amount of the asset is recognized in profit or loss.
j.
Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation.
Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to
initial recognition, investment properties are measured at cost less accumulated depreciation
and accumulated impairment loss. Depreciation is recognized using the straight-line method.
For a transfer of classification from investment properties to property, plant and equipment,
the deemed cost of the property for subsequent accounting is its carrying amount at the
commencement of owner-occupation.
For a transfer of classification from property, plant and equipment to investment properties,
the deemed cost of the property for subsequent accounting is its carrying amount at the end of
owner-occupation.
On derecognition of an investment property, the difference between the net disposal proceeds
and the carrying amount of the asset is included in profit or loss.
k Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the
date of acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units or groups of cash-generating units (referred to as “cash-generating
units”) that are expected to benefit from the synergies of the combination.
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Financial Information
A cash-generating unit to which goodwill has been allocated is tested for impairment annually
or more frequently whenever there is an indication that the unit may be impaired, by
comparing its carrying amount, including the attributed goodwill, with its recoverable amount.
However, if the goodwill allocated to a cash-generating unit was acquired in a business
combination during the current annual period, that unit shall be tested for impairment before
the end of the current annual period. If the recoverable amount of the cash-generating unit is
less than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit
based on the carrying amount of each asset in the unit. Any impairment loss is recognized
directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in
subsequent periods.
If goodwill has been allocated to a cash-generating unit and the Group disposes of an
operation within that unit, the goodwill associated with the operation which is disposed of is
included in the carrying amount of the operation when determining the gain or loss on
disposal and is measured on the basis of the relative values of the operation disposed of and
the portion of the cash-generating unit retained.
l.
Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at
cost and subsequently measured at cost less accumulated amortization and accumulated
impairment loss. Amortization is recognized on a straight-line basis. The estimated useful
lives, residual values, and amortization methods are reviewed at the end of each reporting
period, with the effect of any changes in the estimates accounted for on a prospective basis.
Intangible assets acquired in a business combination and recognized separately from goodwill
are initially recognized at their fair value at the acquisition date (which is regarded as their
cost). Subsequent to initial recognition, they are measured on the same basis as intangible
assets that are acquired separately.
On derecognition of an intangible asset, the difference between the net disposal proceeds and
the carrying amount of the asset is recognized in profit or loss.
m. Impairment of property, plant and equipment, right-of-use asset, investment properties,
intangible assets other than goodwill and assets related to contract costs
At the end of each reporting period, the Group reviews the carrying amounts of its property,
plant and equipment, right-of-use asset, investment properties and intangible assets excluding
goodwill, to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss. When it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. Corporate assets are allocated to the
individual cash-generating units on a reasonable and consistent basis of allocation.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are
tested for impairment at least annually and whenever there is an indication that the assets may
be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the
recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying
amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable
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amount, with the resulting impairment loss recognized in profit or loss.
Before the Group recognizes an impairment loss from assets related to contract costs, any
impairment loss on inventories, property, plant and equipment and intangible assets related to
the contract applicable under IFRS 15 shall be recognized in accordance with applicable
standards. Then, impairment loss from the assets related to the contract costs is recognized to
the extent that the carrying amount of the assets exceeds the remaining amount of
consideration that the Group expects to receive in exchange for related goods or services less
the costs which relate directly to providing those goods or services and which have not been
recognized as expenses. The assets related to the contract costs are then included in the
carrying amount of the cash-generating unit to which they belong for the purpose of
evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding
asset, cash-generating unit or assets related to contract costs is increased to the revised
estimate of its recoverable amount, but only to the extent of the carrying amount that would
have been determined had no impairment loss been recognized on the asset, cash-generating
unit or assets related to contract costs in prior years. A reversal of an impairment loss is
recognized in profit or loss.
n. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the
contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs
that are directly attributable to the acquisition or issuance of financial assets and financial
liabilities (other than financial assets and financial liabilities at FVTPL) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at FVTPL are recognized immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a
trade date basis.
1) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL,
financial assets at amortized cost and equity instruments at FVTOCI.
a) Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial assets are mandatorily
classified or designated as at FVTPL. Financial assets mandatorily classified as at
FVTPL include investments in equity instruments which are not designated as at
FVTOCI and debt instruments that do not meet the amortized cost criteria or the
FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any
remeasurement gains or losses are recognized in other gains or losses. Fair value is
determined in the manner described in Note 37.
195
Financial Information
b) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at
amortized cost:
i. The financial assets are held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows; and
ii. The contractual terms of the financial assets give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal amount
outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and
cash equivalents, trade receivables at amortized cost are measured at amortized cost,
which equals the gross carrying amount determined using the effective interest method
less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross
carrying amount of such a financial asset, except for:
i. Purchased or originated credit-impaired financial assets, for which interest income
is calculated by applying the credit-adjusted effective interest rate to the amortized
cost of such financial assets; and
ii. Financial asset that is not credit impaired on purchase or origination but has
subsequently become credit impaired, for which interest income is calculated by
applying the effective interest rate to the amortized cost of such financial assets in
subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months from
the date of acquisition or time deposits with original maturities within 3-12 months
from the date of acquisition and the interest earned upon early withdrawal exceeds that
of regular saving accounts, which are highly liquid, readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value. These cash
equivalents are held for the purpose of meeting short-term cash commitments.
c) Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate
investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not
permitted if the equity investment is held for trading or if it is contingent consideration
recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value
with gains and losses arising from changes in fair value recognized in other
comprehensive income and accumulated in other equity. The cumulative gain or loss
will not be reclassified to profit or loss on disposal of the equity investments, instead,
they will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss
when the Group’s right to receive the dividends is established, unless the dividends
clearly represent a recovery of part of the cost of the investment.
196
2) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at
amortized cost (including trade receivables), investments in debt instruments that are
measured at FVTOCI, operating lease receivable, finance lease receivables, as well as
contract assets.
The Group always recognizes lifetime Expected Credit Losses (ECLs) for trade
receivables, operating lease receivable, finance lease receivables and contract assets. For
all other financial instruments, the Group recognizes lifetime ECLs when there has been a
significant increase in credit risk since initial recognition. If, on the other hand, the credit
risk on the financial instrument has not increased significantly since initial recognition, the
Group measures the loss allowance for that financial instrument at an amount equal to
12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective
risks of default occurring as the weights. Lifetime ECLs represents the expected credit
losses that will result from all possible default events over the expected life of a financial
instrument. In contrast, 12-month ECLs represents the portion of lifetime ECLs that is
expected to result from default events on a financial instrument that are possible within 12
months after the reporting date.
For internal credit risk management purposes, the Group considers the following
situations as indication that a financial asset is in default (without taking into account any
collateral held by the Group):
a) Internal or external information shows that the debtor is unlikely to pay its creditors.
b) Financial asset is more than 90 days past due unless the Group has reasonable and
corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in
their carrying amounts through a loss allowance account.
3) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash
flows from the asset expire or when it transfers the financial asset and substantially all the
risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference
between the asset’s carrying amount and the sum of the consideration received and
receivable is recognized in profit or loss. On derecognition of an investment in an equity
instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of
the consideration received and receivable is recognized in profit or loss, and the
cumulative gain or loss which had been recognized in other comprehensive income is
transferred directly to retained earnings, without recycling through profit or loss.
Equity instruments
Equity instruments issued by the Group are recognized at the proceeds received, net of direct
issue costs.
197
Financial Information
The repurchase of WLC’s own equity instruments is recognized in and deducted directly from
equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or
cancellation of WLC’s own equity instruments.
Financial liabilities
1) Subsequent measurement
Except the following situation, all the financial liabilities are measured at amortized cost
using the effective interest method:
a) Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when such financial liabilities are either
held for trading or are designated as at FVTPL.
Financial liabilities held for trading are stated at fair value, and any remeasurement
gains or losses are recognized in other gains or losses. Fair value is determined in the
manner described in Note 37.
b) Financial guarantee contracts
Financial guarantee contracts issued by the Group, if not designated as at FVTPL, are
subsequently measured at the higher of:
i. The amount of the loss allowance reflecting expected credit losses; and
ii. The amount initially recognized less, where appropriate, the cumulative amount of
income recognized in accordance with the revenue recognition policies.
2) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the
consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognized in profit or loss.
Derivative financial instruments
The Group enters into a variety of derivative financial instruments to manage its exposure to
interest rate and foreign exchange rate risks, including foreign exchange forward contracts and
interest rate swaps.
Derivatives are initially recognized at fair value at the date on which the derivative contracts
are entered into and are subsequently remeasured to their fair value at the end of each
reporting period. The resulting gain or loss is recognized in profit or loss immediately unless
the derivative is designated and effective as a hedging instrument; in which event, the timing
of the recognition in profit or loss depends on the nature of the hedging relationship. When the
fair value of a derivative financial instrument is positive, the derivative is recognized as a
financial asset; when the fair value of a derivative financial instrument is negative, the
derivative is recognized as a financial liability.
198
Derivatives embedded in hybrid contracts that contain financial asset hosts within the scope of
IFRS 9 are not separated; instead, the classification is determined in accordance with the
entire hybrid contract. Derivatives embedded in non-derivative host contracts that are not
financial assets within the scope of IFRS 9 (e.g., financial liabilities) are treated as separate
derivatives when they meet the definition of a derivative; their risks and characteristics are not
closely related to those of the host contracts; and the host contracts are not measured at
FVTPL.
o. Hedge accounting
The Group designates certain hedging instruments, which include derivatives, embedded
derivatives and non-derivatives in respect of foreign currency risk, as either fair value hedges
or cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for
as cash flow hedges.
1) Fair value hedges
Gain or losses on derivatives that are designated and qualify as fair value hedges are
recognized in profit or loss immediately, together with any changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk. The change in the fair
value of the hedging instrument and the change in the hedged item attributable to the
hedged risk are recognized in profit or loss in the line item relating to the hedged item.
The Group discontinues hedge accounting only when the hedging relationship ceases to
meet the qualifying criteria; for instance, when the hedging instrument expires or is sold,
terminated or exercised.
2) Cash flow hedges
The effective portion of gains or losses on derivatives that are designated and qualify as
cash flow hedges is recognized in other comprehensive income. The gains or losses
relating to the ineffective portion are recognized immediately in profit or loss.
The associated gains or losses that were recognized in other comprehensive income are
reclassified from equity to profit or loss as reclassification adjustment in the line item
relating to the hedged item in the same period when the hedged item affects profit or loss.
If a hedge of a forecast transaction subsequently results in the recognition of a
non-financial asset or a non-financial liability, the associated gains and losses that were
recognized in other comprehensive income are removed from equity and included in the
initial cost of the non-financial asset or non-financial liability.
The Group discontinues hedge accounting only when the hedging relationship ceases to
meet the qualifying criteria; for instance, when the hedging instrument expires or is sold,
terminated or exercised. The cumulative gain or loss on the hedging instrument that has
been previously recognized in other comprehensive income (from the period when the
hedge was effective) remains separately in equity until the forecast transaction occurs.
When a forecast transaction is no longer expected to occur, the gains or losses
accumulated in equity are recognized immediately in profit or loss.
p. Levies
Levies imposed by a government are accrued as other liabilities when the transactions or
activities that trigger the payment of such levies occur. If the obligating event occurs over a
199
Financial Information
period of time, the liability is recognized progressively. If an obligation to pay a levy is
triggered upon reaching a minimum threshold, the liability is recognized when that minimum
threshold is reached.
q. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a
result of a past event and it is probable that the Group will be required to settle the obligation
and the amount of the obligation can be measured reliably.
r. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the
performance obligations and recognizes revenue when performance obligations are satisfied.
1) Revenue from the sale of goods and real estate
Revenue from the sale of goods and real estate comes from sales of wires, cables, stainless
steel and real estate. Sales of wires, cables and stainless steel are recognized as revenue
when the customer has full discretion over the manner of distribution and the price to sell
the goods, has the primary responsibility for sales to future customers and bears the risks
of obsolescence. Trade receivables are recognized concurrently.
The Group does not recognize revenue on materials delivered to subcontractors because
this delivery does not involve a transfer of control.
For contracts to sell properties in the ordinary course of business, the fixed transaction
price is received in instalments and recognized as a contract liability. The transaction
price, after adjusting for the effect of the significant financing component, is recognized as
revenue when the construction is completed, and the property is transferred to the buyer.
2) Revenue from the others
a) Revenue from the rendering of services
Revenue from the rendering of services is recognized when services are rendered.
Revenue generated from services provided under the contract is recognized according
to the completion of the contract.
b) Construction contract revenue
Contract assets are recognized during the construction and are reclassified to trade
receivables at the point at which the customer is invoiced. If the milestone payment
exceeds the revenue recognized to date, then the Group recognizes a contract liability
for the difference. Certain payments, which are retained by the customer as specified
in the contract, are intended to ensure that the Group adequately completes all of its
contractual obligations. Such retention receivables are recognized as contract assets
until the Group satisfies its performance obligations.
When the outcome of a performance obligation cannot be reasonably measured,
contract revenue is recognized only to the extent of contract costs incurred in
satisfying the performance obligation for which recovery is expected.
200
s. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a
lease.
a) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer
substantially all the risks and rewards of ownership to the lessee. All other leases are
classified as operating leases.
Under finance leases, the lease payments comprise fixed payments and variable lease
payments which depend on an index or a rate. The net investment in a lease is
measured at (a) the present value of the sum of the lease payments receivable by a
lessor and any unguaranteed residual value accrued to the lessor plus (b) initial direct
costs and is presented as a finance lease receivable. Finance lease income is allocated
to the relevant accounting periods so as to reflect a constant, periodic rate of return on
the Group’s net investment outstanding in respect of leases.
Lease payments less any lease incentives payable from operating leases are recognized
as income on a straight-line basis over the terms of the relevant leases. Initial direct
costs incurred in obtaining operating leases are added to the carrying amounts of the
underlying assets and recognized as expenses on a straight-line basis over the lease
terms.
b) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the
commencement date of a lease, except for short-term leases and low-value asset leases
accounted for by applying a recognition exemption where lease payments are
recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial
measurement of lease liabilities adjusted for lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs
needed to restore the underlying assets, and less any lease incentives received.
Right-of-use assets are subsequently measured at cost less accumulated depreciation
and impairment losses and adjusted for any remeasurement of the lease liabilities.
Right-of-use assets are depreciated using the straight-line method from the
commencement dates to the earlier of the end of the useful lives of the right-of-use
assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments,
which comprise fixed payments, in-substance fixed payments, variable lease payments
which depend on an index or a rate, residual value guarantees, the exercise price of a
purchase option if the Group is reasonably certain to exercise that option, and
payments of penalties for terminating a lease if the lease term reflects such
termination, less any lease incentives receivable. The lease payments are discounted
using the interest rate implicit in a lease, if that rate can be readily determined. If that
rate cannot be readily determined, the lessee’s incremental borrowing rate will be
used.
201
Financial Information
Subsequently, lease liabilities are measured at amortized cost using the effective
interest method, with interest expense recognized over the lease terms. When there is a
change in a lease term, a change in the amounts expected to be payable under a
residual value guarantee, a change in the assessment of an option to purchase an
underlying asset, or a change in future lease payments resulting from a change in an
index or a rate used to determine those payments, the Group remeasures the lease
liabilities with a corresponding adjustment to the right-of-use-assets. However, if the
carrying amount of the right-of-use assets is reduced to zero, any remaining amount of
the remeasurement is recognized in profit or loss. Lease liabilities are presented on a
separate line in the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as
expenses in the periods in which they are incurred.
t. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will
comply with the conditions attached to them and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in
which the Group recognizes as expenses the related costs that the grants intend to compensate.
Government grants that are receivable as compensation for expenses or losses already
incurred or for the purpose of giving immediate financial support to the Group with no future
related costs are recognized in profit or loss in the period in which they are received.
The benefit of a government loan received at a below-market rate of interest is treated as a
government grant measured as the difference between the proceeds received and the fair value
of the loan based on prevailing market interest rates.
u. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the
undiscounted amount of the benefits expected to be paid in exchange for the related
service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses
when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under
defined benefit retirement benefit plans are determined using the projected unit credit
method. Service cost (including current service cost) and net interest on the net defined
benefit liabilities (assets) are recognized as employee benefits expense in the period in
which they occur. Remeasurement, comprising actuarial gains and losses and the return on
plan assets (excluding interest), is recognized in other comprehensive income in the period
in which it occurs. Remeasurement recognized in other comprehensive income is reflected
immediately in retained earnings and will not be reclassified to profit or loss.
202
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s
defined benefit plans. Any surplus resulting from this calculation is limited to the present
value of any refunds from the plans or reductions in future contributions to the plans.
v. Share-based payment arrangements
Employee share options granted to employees and others providing similar services.
The fair value at the grant date of the employee share options is expensed on a straight-line
basis over the vesting period, based on the Group’s best estimates of the number of shares or
options that are expected to ultimately vest, with a corresponding increase in capital surplus -
employee share options. The expense is recognized in full at the grant date if the grants are
vested immediately. The grant date of issued ordinary shares for cash which are reserved for
employees is the date on which the number of shares that the employees purchase is
confirmed.
w. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined
according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Act in the ROC, an additional tax on unappropriated
earnings is provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s
tax provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of
assets and liabilities and the corresponding tax bases used in the computation of taxable
profit. If a temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit and at the time of the transaction, does not give rise to equal
taxable and deductible temporary differences, the resulting deferred tax asset or liability is
not recognized. In addition, a deferred tax liability is not recognized on taxable temporary
differences arising from the initial recognition of goodwill.
Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences and
unused loss carryforwards to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries and associates, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are recognized only
to the extent that it is probable that there will be sufficient taxable profits against which to
203
Financial Information
utilize the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. A previously unrecognized
deferred tax asset is also reviewed at the end of each reporting period and recognized to
the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply
in the period in which the liabilities are settled or the assets are realized, based on tax rates
(and tax laws) that have been enacted or substantively enacted by the end of the reporting
period. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expects, at the end
of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
The Group has applied the exception from the recognition and disclosure of deferred tax
assets and liabilities relating to Pillar Two income taxes. Accordingly, the Group neither
recognizes nor discloses information about deferred tax assets and liabilities related to
Pillar Two income taxes.
3) Current and deferred taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to
items that are recognized in other comprehensive income or directly in equity; in which
case, the current and deferred taxes are also recognized in other comprehensive income or
directly in equity, respectively.
Where current tax or deferred tax arises from the initial accounting for a business
combination, the tax effect is included in the accounting for the business combination.
5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments,
estimates and assumptions on the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered relevant. Actual results may differ from these
estimates.
When developing material accounting estimates, the Group review the estimates and underlying
assumptions on an ongoing basis. Revisions to accounting estimates are recognized in the year in
which the estimate is revised if the revision affects only that year, or in the year of the revisions
and future years if the revision affects both current and future years.
204
6. CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and cash in banks
Cash equivalents
Time deposits
Short-term bills
Foreign exchange deposit account for offshore funds
December 31
2023
2022
$
3,613
13,901,500
$
4,413
15,013,929
2,068,397
350,122
23,380
4,265,727
113,904
40,786
$ 16,347,012
$ 19,438,759
The market rate intervals of cash in the bank at the end of the year were as follows (except for the
checking accounts’ interest rate of 0.00%):
Bank balance
Time deposits
Short-term bills
December 31
2023
2022
0.001%-2.60% 0.001%-3.80%
0.96%-4.00%
0.755%-5.60%
0.4%-0.5%
0.53%-1.27%
Other bank deposits have been reclassified to other accounts for the following purposes:
Purpose
December 31
2023
2022
Other financial assets - current
Restricted deposits
To meet contract requirements for completing
$ 81,640
$ 34,648
construction
To secure short-term borrowings and letters of
25,306
167,546
Refundable deposits
Futures deposits
credit
Refundable deposits
2,348
109,294
303,146
505,340
Other - pledged time deposits
To meet contract requirements for completing
62,080
51,718
construction
To meet required security deposit
-
268
Other non-current assets - other
Restricted deposits
To meet construction project and performance
Pledged time deposits
To meet required security deposit
letter of guarantee
10,838
1,427
74,345
11,023
1,439
64,448
$ 183,639
$ 569,788
205
Financial Information
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2023
2022
Financial assets mandatorily classified as at FVTPL
Derivative financial assets (not under hedge accounting)
Commodity futures contracts
Options
Interest rate swap contracts
Non-derivative financial assets
Contingent consideration (Note 34)
Foreign unlisted shares
$
$
68,624
10,142
-
-
7,629
2
$ 2,614,285
79,541
$ 2,567,786
71,969
Financial assets at FVTPL
$ 2,772,592
$ 2,647,386
Current
Non-current
Financial liabilities held for trading
Derivative financial liabilities (not under hedge
accounting)
Commodity futures contracts
Foreign exchange forward contracts
Exchange rate swap contracts
Non-derivative financial liabilities
Contingent consideration
$ 1,508,943
1,263,649
7,631
$
2,639,755
$ 2,772,592
$ 2,647,386
$
$
-
16,041
6,705
21,189
21,470
22,113
484,429
363,192
Financial liabilities at FVTPL
$
507,175
$
427,964
Current
Non-current
$
22,746
484,429
$
64,772
363,192
$
507,175
$
427,964
a. As of December 31, 2023 and 2022, outstanding commodity futures not under hedge
accounting were as follows:
Type of
Transaction
Quantity
(Tons)
Trade Date
Maturity
Date
Exercise Price
(In Thousands)
Market Price
(In Thousands)
Valuation
(Loss) Gain
(In Thousands)
December 31, 2023
Commodity futures
contracts
Copper
Nickel
Zinc
206
Buy
13,300
Buy
Sell
150
150
2023.08.21-
2023.12.29
2023.11.01-
2023.11.24
2023.10.30
2024.01.17-
2024.06.19
2024.02.01-
2024.02.23
2024.01.01
US$ 110,946
US$ 113,261
US$
2,315
US$
2,550
US$
2,478
US$
(72 )
RMB 3,176
RMB 3,233
RMB
(57 )
Type of
Transaction
Quantity
(Tons)
Trade Date
Maturity
Date
Exercise Price
(In Thousands)
Market Price
(In Thousands)
Valuation
(Loss) Gain
(In Thousands)
December 31, 2022
Commodity futures
contracts
Copper
Copper
Copper
Nickel
Zinc
Buy
Buy
Sell
Sell
Buy
5,900
555
25
4,188
25
2022.08.15-
2022.12.30
2022.11.11-
2022.12.30
2022.12.02
2022.11.15-
2022.12.30
2022.12.05
2023.01.08-
2023.06.21
2023.01.31-
2023.03.31
2023.03.02
2023.01.18-
2023.03.20
2023.02.28
US$ 48,178
US$ 49,332
US$
1,154
RMB 36,816
RMB 36,797
RMB
(19 )
US$
210
US$ 122,940
US$
209
US$ 124,780
US$
US$
1
(1,840 )
RMB
613
RMB
593
RMB
(20 )
b. As of December 31, 2023 and 2022, outstanding foreign exchange forward contracts not
under hedge accounting were as follows:
Currency
Maturity Date
Notional Amount
(In Thousands)
December 31, 2023
Sell
Buy
December 31, 2022
Sell
Buy
EUR to USD
USD to RMB
EUR to MYR
USD to RMB
USD to JPY
USD to IDR
USD to SGD
EUR to GBP
EUR to BRL
EUR to KRW
EUR to RMB
EUR to SEK
USD to RMB
EUR to MYR
EUR to USD
USD to IDR
USD to JPY
USD to RMB
EUR to USD
USD to SGD
EUR to KRW
EUR to TRY
EUR to ZAR
EUR to GBP
EUR to BRL
2024.01.02-2024.01.22
2024.01.02-2024.03.04
2024.02.02-2024.04.19
2024.01.02
2024.01.29
2024.01.02-2024.02.01
2024.01.16-2024.02.27
2024.01.31-2024.03.28
2024.01.19-2024.04.23
2024.02.29
2024.03.28
2024.01.31-2024.04.30
EUR7,572/USD8,242
USD32,000/RMB227,033
EUR510/MYR2,583
USD5,000/RMB35,629
USD3,500/JPY495,565
USD78,000/IDR1,205,962,000
USD4,000/SGD5,331
EUR9,795/GBP8,500
EUR3,786/BRL20,420
EUR128/KRW183,000
EUR3,674/RMB28,800
EUR4,177/SEK48,100
2023.01.31-2023.05.05
2023.01.31-2023.06.30
2023.01.03-2023.01.10
2023.01.31
2023.01.05
2023.01.05
2023.01.05
2023.01.30-2023.02.01
2023.01.31-2023.02.28
2023.01.31
2023.01.18-2023.02.17
2023.01.31-2023.03.31
2023.01.17-2023.03.15
USD2,543/RMB17,228
EUR1,499/MYR7,048
EUR7,987/USD8,500
USD91,000/IDR1,429,633,100
USD3,000/JPY412,605
USD16,571/RMB116,504
EUR15,834/USD16,571
USD13,127/SGD17,778
EUR434/KRW592,638
EUR292/TRY6,000
EUR710/ZAR12,483
EUR4,944/GBP4,340
EUR5,485/BRL29,982
207
Financial Information
c. As of December 31, 2023 and 2022, outstanding exchange rate swap contracts not under
hedge accounting were as follows:
Currency
Maturity Date
Notional Amount
(In Thousands)
December 31, 2023
USD to RMB
USD to NTD
2024.02.07-2024.02.27
2024.01.02-2024.02.29
USD143,988/RMB1,024,564
USD118,000/NTD3,649,647
December 31, 2022
USD to RMB
EUR to USD
EUR to ZAR
2023.01.18
2023.01.17
2023.01.18
USD75,000/RMB516,585
EUR15,955/USD17,000
EUR133/ZAR2,390
d. As of December 31, 2023 and 2022, outstanding commodity futures option contracts not
under hedge accounting were as follows:
December 31, 2023
Notional Amount
Type of
Transaction
Buyer/Seller
Premium Paid
Fair Value
US$11,241
Put
Buyer
US$371
US$330
December 31, 2022
Notional Amount
Type of
Transaction
Buyer/Seller
Premium Paid
Fair Value
US$29,118
Put
Buyer
US$672
US$249
e. As of December 31, 2022, outstanding interest rate swap contracts not under hedge
accounting were as follows:
Notional
Amount
Maturity
Date
Range of
Interest Rates
Paid
Range of
Interest Rates
Received
December 31, 2022
EUR19,934
2023.02.01
-0.433%
Note
Note:
It is the three-month interest rate of Euro Interbank Offered Rate (Euribor) on the
second business day before the issuance date.
f. For the years ended December 31, 2023 and 2022, the Group’s strategies for commodity
futures contracts, foreign exchange forward contracts, exchange rate swap contracts and
interest rate swap contracts were to hedge exposures to fluctuations in the prices of raw
material, foreign exchange rates and interest rates. However, those derivative financial
instruments did not meet the criteria of hedge effectiveness; therefore, they were not
accounted for hedge accounting.
g. Financial assets - contingent consideration is the amount of consideration to be received by
the Group from the acquirer in the disposal of the subsidiary (the “Target Company”) on July
27, 2022. In accordance with the agreement of contingent consideration, the acquirer shall
respectively pay additional payments when the gross profit of Target Company during the
208
period starting from the settlement date to December 31, 2023 and the gross profit in the year
2024 meet the amount agreed upon by Target Company.
h. Financial liabilities - contingent consideration according to the agreement of acquisition, the
Group is required to make additional payments to the seller if Cogne Acciai Speciali S.p.A.’s
earnings before interest, income tax, depreciation and amortization from the settlement date to
2025 meet the contract requirements.
8. FINANCIAL ASSETS AT AMORTIZED COST
Current
Foreign investments
Corporate bonds
Mutual funds
Non-current
Foreign investments
Government bonds
December 31
2023
2022
$
15
712
$
588
1,614
$
727
$
2,202
$ 184,613
$ 189,242
The interest rates for the government bonds the Group purchased was 4.45% as of December 31,
2023 and 2022.
9. FINANCIAL INSTRUMENTS FOR HEDGING
Financial assets
Cash flow hedges - hedged foreign currency deposits
Cash flow hedges - interest rate swap contracts
$ 346,441
53,439
-
$
165,019
December 31
2023
2022
Current
Non-current
$ 399,880
$ 165,019
$ 346,441
53,439
$ 20,615
144,404
$ 399,880
$ 165,019
(Continued)
209
Financial Information
Financial liabilities
Cash flow hedges - foreign exchange forward contracts
Cash flow hedges - gas and electricity swap contracts
Current
Non-current
December 31
2023
2022
$
$
$
4,967
3,616
$
-
222,272
8,583
$ 222,272
5,878
2,705
$ 222,272
-
$
8,583
$ 222,272
(Concluded)
a. The Group entered into foreign exchange forward contracts and foreign currency deposits to
hedge against the exchange rate fluctuations associated with designated foreign currency
receivables and payables. The conditions of the foreign exchange forward contracts are the
same as those of the corresponding financial assets, so the management believes that the
foreign exchange forward contracts are highly effective hedging instruments. For information
regarding the financial instruments used for hedging, refer to Note 37.
b. The Group converts some of the issued floating rate financial liabilities from floating rate to
fixed rate through the interest rate swap contracts in order to reduce the risk of the cash flow
of the issued floating rate financial liabilities due to changes in interest rates. The conditions
of the interest rate swap contracts are the same as the one of the related financial liabilities,
therefore, the management of the Group considers they can be highly effective hedging
instruments. For information regarding the financial instruments used for hedging, refer to
Note 37.
c. The Group is exposed to the risk that the future cash flows of the assets and liabilities may
fluctuate due to changes in market prices of gas and electricity that are required for the
Group’s operations. The Group assesses that the risk may be significant and therefore enters
into gas and electricity swap contracts for hedging purposes. The breakdown of the cash flow
hedge items and derivative financial instruments designated for hedging at the end of the
reporting period were as follows:
Financial
Commodity
Type of
Transaction
Quantity
Trade Date
Maturity
Date
Notional
Amount
(In Thousands)
Market Price
(In Thousands)
Valuation
(Loss) Gain
(In Thousands)
December 31, 2023
Gas
Electricity
Buy
Buy
December 31, 2022
Gas
Buy
13,600
Tons
22,000
Megawatt
hours
2023.12.11
2023.12.14
2024.01.31-
2024.03.31
2024.01.31-
2024.06.30
EUR
502
EUR
435
EUR
(67 )
EUR 1,857
EUR 1,817
EUR
(40 )
139,800
Tons
2022.04.22-
2022.12.28
2023.01.31-
2023.12.31
EUR 17,700
EUR 10,907
EUR (6,793 )
210
10. CONTRACT ASSETS
As of December 31, 2023 and 2022, contract balances were as follows:
Contract assets
Cable installation
Solar power systems installation
Less: Allowance for impairment loss
December 31
2023
2022
$
735,895
260,130
-
$ 1,242,468
1,779,769
-
Contract assets - current
$
996,025
$ 3,022,237
The changes in the balance of contract assets primarily resulted from the timing differences
between the Group’s satisfaction of performance obligations and the respective customer’s
payment.
11. NOTES RECEIVABLE AND TRADE RECEIVABLES
Notes receivable
Notes receivable
Trade receivables
Trade receivables
Less: Allowance for impairment loss
a. Notes receivable
December 31
2023
2022
$
920,752
$ 4,537,322
$ 15,628,930
(637,399)
$ 17,575,200
(280,210)
$ 14,991,531
$ 17,294,990
The Group entered into a factoring agreement with financial institutions to sell its discounted
notes receivable. Although the Group has transferred the contractual rights to receive cash
flows, the Group is still obligated to bear the default risk of such discounted notes receivable.
Thus, it did not meet the conditions for derecognition of financial assets. The related
information is as follows:
211
Financial Information
December 31, 2022
Factoring Partners
Shanghai Pudong Development Bank
Co., Ltd.
China Minsheng Banking Corp., Ltd.
$ 1,425,350
128,663
Notes
Receivable
Transferred
(Note)
Amount
Advanced
Interest Rate
$ 1,425,350
128,663
1.25%-2.20%
1.57%-2.10%
$ 1,554,013
$ 1,554,013
Note: Classified under short-term borrowings; for related information on guarantee and
short-term borrowings, refer to Notes 23 and 39.
b. Trade receivable
The average credit period on the sales of goods is 30 to 65 days. In determining the
collectability of a trade receivable, the Group considered any change in the credit quality of
the trade receivable since the date credit was initially granted to the end of the reporting
period. When the Group dealt with new entities, the Group reviewed the credit ratings of the
entities and obtained sufficient collateral, where appropriate, as a means of mitigating the risk
of financial loss from defaults. The Group uses other publicly available financial information
or its own trading records to rate its major customers. The Group’s exposure and the credit
ratings of its counterparties are continuously monitored, and the aggregate value of
transactions concluded is spread amongst approved counterparties. Credit exposure is
controlled by counterparty limits that are reviewed and approved by the risk management
committee annually. In this regard, the management believes the Group’s credit risk is
significantly reduced.
The Group permits the use of a lifetime expected credit losses allowance for all trade
receivables. The expected credit losses on trade receivables are estimated using a provision
matrix by reference to the past default experience with the respective debtors and an analysis
of the debtors’ current financial positions. As the Group’s historical credit loss experience
does not show significantly different loss patterns for different customer segments, the loss
allowance based on the past due status of receivables is not further distinguished according to
different segments of the Group’s customer base.
The Group writes off a trade receivable when there is information indicating that the debtor is
experiencing severe financial difficulty and there is no realistic prospect of recovery of the
receivable. For trade receivables that have been written off, the Group continues to engage in
enforcement activity to attempt to recover the receivables which are due. Where recoveries are
made, they are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Group’s
provision matrix.
212
December 31, 2023
Not Past Due
Less than 90
Days
91 to 180 Days 181 to 365 Days Over 365 Days
Total
Expected credit loss
rate
0%-1%
0%-2%
0%-50%
0%-100%
50%-100%
Gross carrying amount $ 11,050,307
Loss allowance
$ 3,109,790
$
585,572
$
550,249
$
333,012
$ 15,628,930
(lifetime ECLs)
(16,320 )
(34,607 )
(71,766 )
(292,380 )
(222,326 )
(637,399 )
Amortized cost
$ 11,033,987
$ 3,075,183
$
513,806
$
257,869
$
110,686
$ 14,991,531
December 31, 2022
Not Past Due
Less than 90
Days
91 to 180 Days 181 to 365 Days Over 365 Days
Total
Expected credit loss
rate
Gross carrying amount
Loss allowance
(lifetime ECLs)
0%-1%
0%-2%
0%-50%
0%-100%
50%-100%
$ 14,708,361
$ 2,274,401
$
255,547
$
172,148
$
164,743
$ 17,575,200
(8,432 )
(31,422 )
(26,064 )
(71,707 )
(142,585 )
280,210 )
Amortized cost
$ 14,699,929
$ 2,242,979
$
229,483
$
100,441
$
22,158
$ 17,294,990
The movements of the loss allowance of trade receivables were as follows:
For the Year Ended December 31
2023
2022
Balance at January 1
Add: Net remeasurement of loss allowance
Add: Acquisitions through business combination
Less: Amounts written off
Foreign exchange gains and losses
$ 280,210
412,281
-
(51,459)
(3,633)
$ 92,903
105,680
91,508
(17,859)
7,978
Balance at December 31
$ 637,399
$ 280,210
The amounts and the details of the factoring agreements for accounts receivable of the Group
are set out in Notes 23, 37 and 39.
12. FINANCE LEASE RECEIVABLES
Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
December 31
2023
2022
$ 81,359
81,359
81,359
81,359
$ 81,359
81,359
81,359
81,359
(Continued)
213
Financial Information
Year 5
Year 6 onwards
Less: Unearned finance income
Net investment in leases presented as finance lease
receivables
Current
Non-current
December 31
2023
2022
81,359
287,658
694,453
(91,930)
81,359
369,017
775,812
(113,269)
$ 602,523
$ 662,543
$ 62,067
540,456
$ 60,020
602,523
$ 602,523
$ 662,543
(Concluded)
The power supply contracts of solar power equipment are processed according to the finance
leases accounting policy. The average term of finance leases entered into was 20 years.
The interest rate inherent in the leases was fixed at the contract date for the entire lease term. The
average effective interest rate contracted was 3.30% per annum as of December 31, 2023 and
2022.
The finance lease receivables as of December 31, 2023 and 2022 were neither past due nor
impaired.
The amounts of finance lease receivables pledged as collateral or for security are set out in Note
39.
13. INVENTORIES
Manufacturing and trading industries
Raw materials
Raw materials in transit
Supplies
Work-in-process
Finished goods and merchandise
Contracts in progress
Real estate development industry
Undeveloped land
Buildings and land held for sale
Contracts in progress
214
December 31
2023
2022
$ 8,353,682
2,496,691
2,017,810
7,900,218
10,441,129
227,395
31,436,925
$ 7,852,613
1,871,877
2,256,735
8,652,837
12,807,714
462,456
33,904,232
3,434
174,510
2,089,427
2,267,371
3,434
208,551
1,964,074
2,176,059
$ 33,704,296
$ 36,080,291
a. The cost of goods sold related to inventories for the years ended December 31, 2023 and 2022
were NT$174,176,304 thousand and NT$162,026,574 thousand, respectively.
b. The cost of goods sold for the years ended December 31, 2023 and 2022 included inventory
write-downs of NT$97,969 thousand and reversals of inventory write-downs of NT$101,667
thousand, respectively.
c. The inventory for the real estate development business are primarily land and construction
costs for future construction and contracts in progress of WLC subsidiary, Walsin (Nanjing)
Development Co., Ltd.
d. Walsin (Nanjing) Development Co., Ltd. entered into an agreement with third parties for the
sale of real estate as of December 31, 2023 and 2022; the selling prices for the related
residential buildings and office buildings were RMB13,950 thousand and RMB4,710
thousand, respectively. The sale of the real estate in the amounts of NT$58,663 thousand and
NT$19,786 thousand were recognized as operating revenue for the years ended December 31,
2023 and 2022, respectively.
14. FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER
COMPREHENSIVE INCOME
Domestic listed ordinary and emerging market shares
HannStar Display Corp.
HannStar Board Corp.
TECO Electric & Machinery Corp.
K. S. Terminals Inc.
Domestic unlisted ordinary shares
Foreign unlisted ordinary shares
December 31
2023
2022
$ 3,550,641
3,525,594
10,815,701
10,426
812,330
108,480
$ 3,340,899
2,017,812
6,348,587
10,179
564,148
60,607
$ 18,823,172
$ 12,342,232
Non-current
$ 18,823,172
$ 12,342,232
These investments in equity instruments are held for medium- to long-term strategic purposes.
Accordingly, the management selected to designate these investments in equity instruments as at
FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value
in profit or loss would not be consistent with the Group’s strategy of holding these investments
for long-term purposes. For the years ended December 31, 2023 and 2022, the unrealized
valuation gains (losses) resulting from
instruments were
these
NT$6,307,904 thousand and NT$(4,067,542) thousand, respectively, which were recognized in
other comprehensive income (loss).
investments
in equity
215
Financial Information
15. SUBSIDIARIES
a. Subsidiaries included in the consolidated financial statements
The consolidated entities as of December 31, 2023 and 2022 were as follows:
Percentage of Ownership (%)
December 31
Investor
Walsin Lihwa
Corporation
Investee
Main Business
Walsin Lihwa Holdings Limited (WLHL)
Investment holding
Concord Industries Limited (CIL)
Ace Result Global Limited
Min Maw Precision Industry Corp. (Min Maw)
Investment holding
Investment holding
Solar power systems management, design, and
installation
Walsin Info-Electric Corp. (Walsin Info-Electric) Mechanical and electrical, communications, and
Chin-Cherng Construction Co. (Chin-Cherng)
Investment in the construction of residential and
power systems
Joint Success Enterprises Limited
P.T. Walsin Lippo Industries (P.T. Walsin)
PT. Walsin Lippo Kabel
Waltuo Green Resources Corp.
PT. Walsin Nickel Industrial Indonesia
Walsin Precision Technology Sdn. Bhd.
Walsin Singapore Pte. Ltd.
Walsin America, LLC
sale of commercial buildings, rental design and
interior decoration business
Investments
Manufacture and sale of cables and wires
Cables and wires
Waste disposal, resource recovery and cement
products
Manufacture and sale of nickel pig iron
Manufacture and sale of stainless steel
Investment holding
Investment holding
Walsin Lihwa Europe S.a r.l.
Investment holding
PT. Walsin Research Innovation Indonesia
Consulting and Management
Walsin Energy Cable System Co., Ltd.
Submarine communication cables
Walsin Singapore Pte.
PT. Walsin Nickel Industrial Indonesia
Manufacture and sale of nickel pig iron
Ltd.
WLHL
PT. Sunny Metal Industry
Manufacture and sale of nickel matte
Walsin (China) Investment Co., Ltd.
Jiangyin Walsin Steel Cable Co., Ltd. (JHS)
Shanghai Walsin Lihwa Power Wire & Cable
Investment holding
Manufacture and sale of steel cables and wires
Manufacture and sale of cables and wires
Co., Ltd.
Dongguan Walsin Wire & Cable Co., Ltd.
Manufacture and sale of bare copper cables and
Walsin International Investments Limited
Nanjing Taiwan Trade Mart Management Co.,
Ltd.
wires
Investments
Business and assets management, consulting and
advertising services
2023
100.00
100.00
100.00
100.00
99.51
99.22
49.05
70.00
70.00
100.00
50.00
100.00
100.00
100.00
100.00
(Note 2)
99.50
(Note 5)
90.00
(Note 7)
42.00
50.10
100.00
100.00
95.71
100.00
100.00
100.00
Jiangyin Walsin Specialty Alloy Materials Co.,
Manufacture and sale of cold-rolled stainless steel
18.37
Ltd.
and flat-rolled products
CIL
Walsin Specialty Steel Corp.
Sale of specialty steel products and investment
holding
Changshu Walsin Specialty Steel Co., Ltd.
Manufacture and sale of specialized steel tubes,
rods and wires
Yantai Walsin Stainless Steel Co., Ltd.
Jiangyin Walsin Specialty Alloy Materials Co.,
Production and sale of new-type alloy materials
Manufacture and sale of cold-rolled stainless steel
Ltd.
and flat-rolled products
XiAn Walsin Metal Product Co., Ltd.
Production and sale of medium and heavy
Chin-Cherng
Joint Success Enterprises Limited
Construction Co.
specialty steel plates
Investments
Joint Success
Walsin (Nanjing) Development Co., Ltd.
Construction, rental and sale of buildings and
Enterprises Limited
industrial factories
100.00
100.00
100.00
81.63
100.00
50.95
100.00
Nanjing Walsin Property Management Co., Ltd.
Property management, business management and
100.00
Min Maw Precision
PT. Walsin Research Innovation Indonesia
Consulting and management
housing leasing
Industry Corp. (Min
Maw)
Walsin America, LLC
Borrego Energy Holdings, LLC
Solar power system
Borrego Energy
Holdings, LLC
Borrego Energy, LLC
Solar power system
Cleanleaf Energy Holdings, Inc.
Investment holding
Walsin Lihwa Europe
MEG S.A.
Investment holding
S.a r.l.
MEG S.A.
Cogne Acciai Speciali S.p.A.
Manufacture and sale of stainless steel
Cogne Acciai Speciali
Cogne France Société par Actions Simplifiée
Sale of stainless steel
S.p.A.
Cogne Edelstahl Gmbh
Sale of stainless steel
Cogne SG Pte. Ltd.
Sale of stainless steel
Cogne Hong Kong Limited
Investment holding
0.50
(Note 5)
72.55
100.00
100.00
(Note 13)
90.21
(Note 2)
77.60
(Note 3)
100.00
100.00
100.00
100.00
2022
100.00
100.00
100.00
100.00
99.51
99.22
49.05
70.00
70.00
100.00
50.00
100.00
100.00
100.00
(Note 1)
100.00
(Note 2)
99.00
(Note 5)
-
42.00
50.10
(Note 6)
100.00
100.00
95.71
100.00
100.00
100.00
18.37
100.00
100.00
100.00
81.63
100.00
50.95
100.00
100.00
1.00
(Note 5)
72.55
(Note 1)
100.00
(Note 1)
-
85.03
(Note 2)
82.32
(Note 3)
100.00
(Note 4)
100.00
(Note 4)
100.00
(Note 4)
100.00
(Note 4)
(Continued)
216
Investor
Investee
Main Business
Cogne U.K. Limited
Sale of stainless steel
Cogne Stainless Bars SA
Manufacture and sale of stainless steel
Cogne Mexico Sociedad Anonima de Capital
Manufacture and sale of stainless steel
Variable
Metalinox Cogne Acos Inoxidaveis Especiais
Sale of stainless steel
Ltda
Cogne Speciality Steel USA, Inc.
Sale of stainless steel
Cogne Celik Sanayi ve Ticaret Limited Şirketi
Sale of stainless steel
Dong Guan Cogne Steel Products Co., Ltd.
Manufacture and sale of stainless steel
Special Melted Products Limited
Manufacture and sale of high-quality special
Degerfors Long Products AB
Sale of special steel
steels and nickel-based alloys
Cogne Edelstahl Gmbh EMB GmbH Edelstahl & Metallhandel -
Sale of stainless steel
Beratung & Service
Cogne Hong Kong
Dong Guan Cogne Steel Products Co., Ltd.
Manufacture and sale of stainless steel
Limited
Cogne Stainless Bars
Aosta Servizi Generali S.r.l.
Machinery and Electrical maintenance
SA
Cogne Mexico Sociedad Anonima de Capital
Manufacture and sale of stainless steel
Variable
PT. Walsin Nickel
PT. Walhsu Metal Industry
Manufacture and sale of nickel matte
Industrial Indonesia
PT. Sunny Metal
PT. Walhsu Metal Industry
Manufacture and sale of nickel matte
Industry
Percentage of Ownership (%)
December 31
2023
100.00
100.00
82.53
(Note 10)
100.00
100.00
100.00
100.00
(Note 11)
100.00
(Note 9)
100.00
(Note 9)
-
(Note 12)
-
(Note 11)
100.00
0.02
(Note 10)
0.10
(Note 8)
99.90
(Note 8)
2022
100.00
(Note 4)
100.00
(Note 4)
99.00
(Note 4)
100.00
(Note 4)
100.00
(Note 4)
100.00
(Note 4)
-
-
-
100.00
(Note 4)
100.00
(Note 4)
100.00
(Note 4)
1.00
(Note 4)
-
-
(Concluded)
Note 1: On May 24, 2022, WLC’s board of directors resolved to establish Walsin America,
LLC. After the Group’s organizational restructuring, Walsin America, LLC acquired
72.55% shares of Borrego Energy Holdings, LLC’s shares. Borrego Energy
Holdings, LLC owns 100% of Borrego Energy Holdings, LLC’s shares. Due to the
adjustment of the investment structure of the Group, Walsin America, LLC was
transferred from WLHL to WLC in December 2022.
Note 2: On May 31, 2022, WLC’s board of directors resolved to establish Walsin Lihwa
Europe S.a r.l. and Walsin Lihwa Europe S.a r.l. acquired 85.03% shares of
Luxembourg MEG S.A. On May 5, 2023, WLC’s board of directors approved to
increase capital in cash of MEG S.A., and the capital increase base date was August
30, 2023. The Group subscribed for additional new shares at a percentage different
from its existing ownership percentage, resulting in an increase in the continuing
interest rate from 85.03% to 90.21%.
Note 3: On May 31, 2022, WLC’s board of directors resolved that Luxembourg MEG S.A.
acquired 82.32% shares of Cogne Acciai Speciali S.p.A. On May 5, 2023, WLC’s
board of directors approved to increase capital in cash of Cogne Acciai Speciali
S.p.A., and the capital increase base date was September 18, 2023. MEG S.A.
subscribed for additional new shares at a percentage different from its existing
ownership percentage, resulting in a decrease in the continuing interest rate from
82.32% to 77.60%.
Note 4: The subsidiaries of Cogne Acciai Speciali S.p.A. were merged into the Group in
November 2022 through the above-mentioned business combination.
Note 5: The Group established PT. Walsin Research Innovation Indonesia on August 23,
2022, and injected capital on November 9, 2022. On February 24, 2023, WLC’s
board of directors approved to increase capital in cash of PT. Walsin Research
Innovation Indonesia, and the capital increase base date was on May 22, 2023.
217
Financial Information
Note 6: On September 23, 2022, the Group acquired 50.10% shares of PT. Sunny Metal
Industry from Ever Rising Limited and Berg Holding Limited at the price of
US$200,000 thousand. On November 4, 2022, WLC’s board of directors resolved to
transfer PT. Sunny Metal Industry to Walsin Singapore Pte. Ltd.
Note 7: The Group established Walsin Energy Cable System Co., Ltd. on February 13, 2023.
On February 24, 2023, WLC’s board of directors approved to increase capital in
cash of Walsin Energy Cable System Co., Ltd., and the capital increase base date
was on May 23, 2023. The Group did not subscribe according to the shareholding
proportion, resulting in a decrease in the shareholding percentage from 100.00% to
90.00%.
Note 8: The Group established PT. Walhsu Metal Industry on May 23, 2023, and injected
capital on June 5, 2023.
Note 9: Cogne Acciai Speciali S.p.A. acquired 100.00% shares of Degerfors Long Products
AB and Special Melted Products Ltd. in 2023. Please refer to Note 33.
Note 10: On April 13, 2023, the board of directors approved to increase capital in cash of
Cogne Mexico Sociedad Anonima de Capital Variable, and the capital increase base
date was on August 14, 2023. The Group did not subscribe according to the
shareholding proportion, resulting in a decrease in the shareholding percentage from
100.00% to 82.55%
Note 11: Due to the adjustment of the investment structure of the Group, it was transferred
from Cogne Hong Kong Limited to Cogne Acciai Speciali S.p.A in May 2023.
Note 12: In January 2023, Cogne Edelstahl Gmbh merged EMB GmbH Edelstahl &
Metallhandel - Beratung & Service through absorption.
Note 13: The Group established Cleanleaf Energy Holdings, Inc. on September 14, 2023. As
of December 31, 2023, the capital injection had not been completed.
b. The following entity was excluded from consolidation as of December 31, 2023 and 2022:
Investor
Investee
Main Business
WLHL
Walcom Chemicals Industrial
Commerce
Limited
Percentage of Ownership
(%)
December 31
2023
65.00
2022
Note
65.00
Note
Note: The investee has a capital of HK$500 thousand and total assets of HK$1 thousand. As
of December 31, 2023 and 2022, the investee had no sales, and its total assets were
less than 1% of the Group’s consolidated total assets.
The financial statements of certain subsidiaries included in the consolidated financial
statements, namely P.T. Walsin Lippo Industries, Walsin Precision Technology Sdn, Bhd.,
Cogne Acciai Speciali S.p.A. and subsidiaries, and Walsin America LLC’s subsidiary Borrego
Energy Holdings, LLC for the years ended December 31, 2023 and 2022 were not audited by
the auditor of WLC but by other auditors. As of December 31, 2023 and 2022, the combined
total assets of those subsidiaries were NT$38,396,983 thousand and NT$27,113,218 thousand,
respectively; for the years ended December 31, 2023 and 2022, the combined net operating
218
revenues of these subsidiaries were NT$34,331,965 thousand and NT$3,409,851 thousand,
respectively.
16. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in associates:
December 31
2023
2022
Carrying
Amount
Ownership
Percentage
(%)
Carrying
Amount
Ownership
Percentage
(%)
$ 20,335,573
21.99
$ 20,953,105
22.21
2,230,609
8,631,671
21.17
18.30
2,109,400
8,147,080
21.01
18.30
Name of Associate
Material associates
Winbond Electronics Corp.
Walton Advanced Engineering,
Inc.
Walsin Technology Corp.
Associates that are not
individually material
Others
18,442,318
14,979,814
$ 49,640,171
$ 46,189,399
Refer to Table 8 “Information on Investees” and Table 9 “Information on Investments in
Mainland China” for the nature of activities, principal places of business and countries of
incorporation of the associates.
The Group is the single largest shareholder of the abovementioned material associates in which
the Group has an ownership percentage of less than 50%. Considering the relative size and wide
dispersion of the voting rights owned by other shareholders, the Group has no ability to direct the
relevant activities of the associates and therefore has no control over these associates.
Fair values (Level 1) of investments in associates with available published price quotation are
summarized as follows:
Name of Associate
Winbond Electronics Corp.
Walton Advanced Engineering, Inc.
Walsin Technology Corp.
December 31
2023
2022
$ 27,995,121
$ 1,671,833
$ 10,934,986
$ 17,323,429
$ 1,244,282
$ 7,023,284
All the associates were accounted for using the equity method.
The Group’s share of profit and other comprehensive income of associates for the years ended
December 31, 2023 and 2022 were based on the associates’ financial statements audited by
independent auditors for the same period.
219
Financial Information
a. Material associates
December 31, 2023
Winbond
Electronics
Corp.
Walton
Advanced
Engineering,
Inc.
Walsin
Technology
Corp.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Non-controlling interests
$ 66,505,389
124,282,555
$
(36,032,759)
(54,295,007)
100,460,178
(8,163,361)
5,910,245
11,394,115
(3,608,250)
(3,069,785)
10,626,325
$ 38,015,600
56,427,628
(25,474,021)
(12,353,431)
56,615,776
(10,036,131)
(92,257)
$ 92,296,817
$ 10,534,068
$ 46,579,645
Proportion of the Group’s
ownership
21.99%
21.17%
18.30%
Equity attributable to the Group
Other adjustments
$ 20,296,070
39,503
$
2,230,062
547
$
8,524,075
107,596
Carrying amount
$ 20,335,573
$
2,230,609
$
8,631,671
Operating revenue
$ 75,006,078
$
7,276,069
$ 32,797,671
Net profit for the year
Other comprehensive income (loss)
$
34,449
(1,304,665)
$
(112,652) $
601,516
2,657,922
1,555,362
Total comprehensive income for the
year
$
(1,270,216)
$
488,864
$
4,213,284
December 31, 2022
Winbond
Electronics
Corp.
Walton
Advanced
Engineering,
Inc.
Walsin
Technology
Corp.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Non-controlling interests
$ 68,537,523
115,627,470
$
(27,776,754)
(53,654,523)
102,733,716
(8,570,720)
8,080,399
11,240,954
(5,110,938)
(3,970,323)
10,240,092
$ 42,078,074
49,653,421
(19,230,081)
(18,917,380)
53,584,034
(9,303,110)
(200,109)
$ 94,162,996
$ 10,039,983
$ 44,280,924
(Continued)
220
Winbond
Electronics
Corp.
Walton
Advanced
Engineering,
Inc.
Walsin
Technology
Corp.
Proportion of the Group’s
ownership
22.21%
21.01%
18.30%
Equity attributable to the Group
Other adjustments
$ 20,913,601
39,504
$
2,109,400
-
$
8,103,409
43,671
Carrying amount
$ 20,953,105
$
2,109,400
$
8,147,080
Operating revenue
$ 94,529,790
$
9,506,348
$ 35,297,163
Net profit for the year
Other comprehensive income (loss)
$ 14,986,552
2,717,903
$
156,098
(1,186,315)
$
2,295,275
218,387
Total comprehensive income for the
year
$ 17,704,455
$
(1,030,217)
$
2,513,662
(Concluded)
b. Associates that are not individually material
For the Year Ended December 31
2023
2022
The Group’s share of:
Net profit from continuing operations
Other comprehensive (loss) income
$
361,594
1,059,418
$
389,057
(893,111)
Total comprehensive income for the year
$ 1,421,012
$
(504,054)
In December 2023, WLC’s board of directors resolved that the subsidiary Dongguan Walsin
Wire & Cable Co., Ltd. acquired 60% shares of the associate Hangzhou Walsin Power Cable
& Wire Co., Ltd. at a consideration of RMB310,864 thousand. This transaction will cause the
Group to increase its shareholding percentage in Hangzhou Walsin Power Cable & Wire Co.,
Ltd. from 40% to 100%, and the relationship with the Group will change from associate to
subsidiary. As of the issuance date of the consolidated financial report, the transaction has not
yet been completed.
The Group’s shares of profit and other comprehensive income of the associates for the years
ended December 2023 and 2022 were based on the associates’ financial statements audited by
independent auditors for the same period. PT. Westrong Metal Industry and PT. CNGR
Walsin New Energy and Technology Indonesia for the year ended 2022 were not audited by
the auditor of WLC but by other auditors. As of December 31, 2022, the carrying amount of
investments accounted for using the equity method was NT$4,869,105 thousand; for the year
ended 2022, the amount of the share of loss was NT$313 thousand.
221
Financial Information
17. PROPERTY, PLANT AND EQUIPMENT
December 31
2023
2022
Assets used by the Group
$ 78,154,936
$ 65,656,466
Land
Buildings and
Improvements
Machinery and
Equipment
Other Equipment
Construction in
Progress
Total
Cost
Balance at January 1, 2023
Additions
Disposals
Acquisition through business
combinations
Reclassified
Transfers to investment properties
Effects of foreign currency
exchange differences
$ 3,776,670
207,703
-
$ 22,865,186
205,834
(14,619 )
$ 50,428,862
1,327,378
(297,804 )
$
8,607,005
282,805
(212,726 )
$ 23,862,639
15,148,027
(6,215 )
$ 109,540,362
17,171,747
(531,364 )
2,169
12,652
-
1,112,763
6,328,748
-
664,434
13,345,299
-
35,147
3,423,208
(4,558 )
88,900
(23,251,543 )
-
1,903,413
(141,636 )
(4,558 )
1,191
(229,104 )
304,032
(127,037 )
105,959
55,041
Balance at December 31, 2023
$ 4,000,385
$ 30,268,808
$ 65,772,201
$ 12,003,844
$ 15,947,767
$ 127,993,005
Accumulated depreciation
and impairment
Balance at January 1, 2023
Depreciation expenses
Capitalized depreciation expense
Disposals
Reclassified
Impairment losses recognized
Effects of foreign currency
exchange differences
$
$
8,067
-
-
-
-
-
9,790,075
1,215,719
-
(10,909 )
-
-
$ 28,172,188
4,262,838
123
$
(270,836 )
(328 )
93
$
5,913,566
724,009
45
(205,783 )
(19,664 )
43
-
(11,775 )
335,293
(64,695 )
Balance at December 31, 2023
$
8,067
$ 10,983,110
$ 32,499,371
$
6,347,521
$
-
-
-
-
-
-
-
-
$ 43,883,896
6,202,566
168
(487,528 )
(19,992 )
136
258,823
$ 49,838,069
Carrying amount at
December 31, 2023
Cost
Balance at January 1, 2022
Additions
Disposals
Acquisition through business
combination
Reclassified
Transfers from (to) investment
properties
Transfers from inventories
Effects of foreign currency
exchange differences
$ 3,992,318
$ 19,285,698
$ 33,272,830
$
5,656,323
$ 15,947,767
$ 78,154,936
$ 3,611,025
80,867
(50,357 )
$ 18,671,274
38,133
(12,016 )
$ 34,969,055
456,243
(294,063 )
$
7,783,638
558,271
(208,508 )
$
6,305,375
12,079,434
(401 )
$ 71,340,367
13,212,948
(565,345 )
27,303
107,209
-
-
2,117,040
316,857
87,958
1,291,378
11,468,941
2,574,412
-
-
126,563
429,784
(100,679 )
-
8,905,089
(3,428,262 )
22,644,936
-
-
-
(12,721 )
1,291,378
623
354,562
1,254,274
17,936
1,404
1,628,799
Balance at December 31, 2022
$ 3,776,670
$ 22,865,186
$ 50,428,862
$
8,607,005
$ 23,862,639
$ 109,540,362
Accumulated depreciation
and impairment
Balance at January 1, 2022
Depreciation expenses
Disposals
Reclassified
Impairment losses reversed
Transfers from (to) investment
properties
Acquisition through business
combination
Effects of foreign currency
exchange differences
$
8,067
-
-
-
-
-
-
-
$
7,102,766
879,711
(9,863 )
156,976
-
5,223
$
$ 17,527,744
2,423,403
(273,116 )
(344,870 )
(111 )
5,227,302
589,329
(196,262 )
187,894
(44 )
$
-
(17,082 )
1,566,907
8,513,323
88,355
325,815
70,907
51,522
Balance at December 31, 2022
$
8,067
$
9,790,075
$ 28,172,188
$
5,913,566
$
-
-
-
-
-
-
-
-
-
$ 29,865,879
3,892,443
(479,241 )
-
(155 )
(11,859 )
10,151,137
465,692
$ 43,883,896
Carrying amount at
December 31, 2022
$ 3,768,603
$ 13,075,111
$ 22,256,674
$
2,693,439
$ 23,862,639
$ 65,656,466
222
a. Apart from the machinery equipment of Resource Department which is depreciated on an
accelerated basis over their estimated useful lives for 16 years, the property, plant and
equipment of the Group are depreciated on a straight-line basis over their estimated useful
lives as follows:
Buildings and improvements
Machinery and equipment
Other equipment
3-50 years
3-20 years
3-15 years
The Group’s main buildings and electrical and mechanical power equipment are depreciated
over their estimated useful lives of 20-50 years and 18-20 years, respectively.
b. The Group owns parcels of land which were registered in the name of certain individuals
because of certain regulatory restrictions. To secure its ownership of such parcels of land,
WLC keeps in its possession the land titles with the annotation of the land being pledged to
WLC. As of December 31, 2023 and 2022, the recorded total carrying amount of such parcels
of land amounted to NT$491,917 thousand.
c. After appropriate evaluation, the Group recognized an impairment loss on property, plant and
equipment of NT$136 thousand for the year ended December 31, 2023, and a reversal of
impairment loss on property, plant and equipment of NT$155 thousand for the year ended
December 31, 2022.
18. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Machinery equipment
Office equipment
Transportation equipment
December 31
2023
2022
$ 3,389,816
526,343
710,189
58,177
34,518
$ 3,443,726
506,666
263,942
61,617
33,404
$ 4,719,043
$ 4,309,355
For the Year Ended December 31
2023
2022
Additions to right-of-use assets
Acquisition through business combination
Disposals
$
$
$
555,761
53,822
(24,196)
$ 1,751,920
933,182
$
(48,913)
$
Depreciation charge for right-of-use assets
Land
Buildings
$
157,629
95,885
$
115,110
61,748
(Continued)
223
Financial Information
Machinery equipment
Office equipment
Transportation equipment
b. Lease liabilities
Carrying amounts
Current
Non-current
For the Year Ended December 31
2023
2022
60,308
20,217
15,382
3,357
762
18,211
$
349,421
$
199,188
(Concluded)
December 31
2023
2022
257,859
$
$ 2,765,167
245,223
$
$ 2,309,732
Range of discount rates for lease liabilities was as follows:
Land
Buildings
Machinery equipment
Office equipment
Transportation equipment
c. Other lease information
December 31
2023
2022
0.83%-6.123% 0.83%-6.123%
1.198%-8.00%
3.00%-3.90%
3.00%-3.90%
1.964%-3.44% 1.964%-5.75%
0.83%-8.76%
3.00%-3.90%
3.00%-3.90%
For the Year Ended December 31
2023
2022
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Expenses relating to variable lease payments not
included in the measurement of lease liabilities
Total cash outflow for leases
$ 83,990
1,145
$
$ 52,133
936
$
$
4,992
$ (398,874)
$
9,052
$ (182,746)
19. INVESTMENT PROPERTIES
Completed investment properties
$ 15,514,751
$ 16,123,806
December 31
2023
2022
224
Cost
Balance at January 1, 2023
Transfers from property, plant and equipments
Transfers to inventories
Effects of foreign currency exchange differences
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Transfers from property, plant and equipment
Others
Transferred from inventories
Effects of foreign currency exchange differences
Balance at December 31, 2022
Accumulated depreciation and impairment
Balance at January 1, 2023
Depreciation expenses
Effects of foreign currency exchange differences
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation expenses
Transfers from property, plant and equipment
Others
Effects of foreign currency exchange differences
Balance at December 31, 2022
Completed
Investment
Properties
$ 19,078,843
4,558
(34,586)
(140,232)
$ 18,908,583
$ 12,991,354
182
12,721
72,339
5,968,587
33,660
$ 19,078,843
$ 2,955,037
464,119
(25,324)
$ 3,393,832
$ 2,560,291
294,016
11,859
76,950
11,921
$ 2,955,037
(Concluded)
The completed investment properties are depreciated on a straight-line method over their
estimated useful lives of 20 to 50 years.
The investment properties of the Group increased because the Group changed the purpose of use
of the completed commercial building of Walsin (Nanjing) Development Co., Ltd. and transferred
it to investment property. The main investment properties of the Group are Walsin Xin Yi
Building and the completed investment properties of Walsin (Nanjing) Development Co., Ltd.
The building’s valuation was commissioned by independent appraisal agencies (third parties). As
of December 31, 2023 and 2022, the fair values of the investment properties were NT$46,171,839
thousand and NT$45,032,010 thousand, respectively.
225
Financial Information
20. GOODWILL
Cost
Balance at January 1
Acquisition through business combination
Disposal of subsidiary (Note 34)
Effects of foreign currency exchange differences
Balance at December 31
Accumulated impairment
Balance at January 1
Balance at December 31
For the Year Ended December 31
2023
2022
$
$
286,139
3,900,572
-
(28,834)
152,771
295,178
(157,359)
(4,451)
$ 4,157,877
$
286,139
$
$
-
-
$
$
-
-
Carrying amount at December 31
$ 4,157,877
$
286,139
The Group acquired Special Melted Products Ltd. on September 19, 2023 and recognized the
provisionally determined goodwill of NT$3,900,572 thousand. As of the date of issuance of the
consolidated financial statements, the purchase price allocation report has not been finalized. The
amount may change afterward. Please refer to Note 33.
The Group acquired PT. Sunny Metal Industry on September 23, 2022 and recognized the
goodwill of NT$295,178 thousand. Please refer to Note 33. The Group adjusted the initial
accounting treatment and provisionally determined amounts from the acquisition date based on
the finalized purchase price allocation report in 2023. The comparative period amount was
restated accordingly.
The adjustments to the Group’s balance sheet items are as follows:
December 31, 2022
Amount Before
Restatement
Adjustment
Restated
Goodwill
83,393
Other intangible assets-supply contract $ 2,734,203
Other intangible assets-core technology $ 1,922,845
Deferred tax liabilities
Non-controlling interests
$
286,139
$ 5,161,890
$ 3,665,300
$ (5,797,938) $
$ (5,782,915)
$ (6,240,336) $ (4,387,911) $ (10,628,247)
$
202,746
$ 2,427,687
$ 1,742,455
15,023
$
226
The adjustments to the Group’s statements of comprehensive income items are as follows:
The Effects on Comprehensive
Income
Amount Before
Restatement
Adjustment
Restated
For the Year Ended December 31, 2022
Exchange differences on translation of
the financial statement of foreign
operations
21. OTHER INTANGIBLE ASSETS
$ 1,757,704
$
(148,572) $ 1,609,132
Supply
Contract
Core
Technology
Others
Total
Cost
Balance at January 1, 2023
Additions
Acquisitions through business
combination
Effect of foreign currency
exchange differences
$ 5,161,890
-
$ 3,665,300
-
$
873,664
37,599
$ 9,700,854
37,599
-
-
18,820
(840)
(597)
28,610
18,820
27,173
Balance at December 31, 2023 $ 5,161,050
$ 3,664,703
$
958,693
$ 9,784,446
Accumulated amortization
and impairment
Balance at January 1, 2023
Amortization expenses
Effect of foreign currency
exchange differences
$
-
627,287
$
-
432,015
$
647,571
72,521
647,571
$
1,131,823
(9,041)
(6,226)
22,500
7,233
Balance at December 31, 2023 $
618,246
$
425,789
$
742,592
$ 1,786,627
Carrying amount at
December 31, 2023
Cost
$ 4,542,804
$ 3,238,914
$
216,101
$ 7,997,819
Balance at January 1, 2022
Additions
Acquisitions through business
$
$
-
-
$
-
-
69,229
153,868
$
69,229
153,868
combination
Disposals
Effect of foreign currency
exchange differences
5,336,699
-
3,789,426
-
630,172
(1,524)
9,756,297
(1,524)
(174,809)
(124,126)
21,919
(277,016)
Balance at December 31, 2022 $ 5,161,890
$ 3,665,300
$
873,664
$ 9,700,854
(Continued)
227
Financial Information
Supply
Contract
Core
Technology
Others
Total
Accumulated amortization
and impairment
Balance at January 1, 2022
Amortization expenses
Acquisitions through business
$
combination
Disposals
Effect of foreign currency
exchange differences
$
-
-
-
-
-
-
-
-
-
-
$
48,570
40,708
$
48,570
40,708
545,096
(1,524)
545,096
(1,524)
14,721
14,721
Balance at December 31, 2022 $
-
$
-
$
647,571
$
647,571
Carrying amount at
December 31, 2022
$ 5,161,890
$ 3,665,300
$
226,093
$ 9,053,283
(Concluded)
a. The Group acquired PT. Sunny Metal Industry on September 23, 2022. According to the
finalized purchase price allocation report being issued in the third quarter of 2023, the Group
restated the comparative period amount and recognized the supply contract and core
technology of NT$5,336,699 thousand and NT$3,789,426 thousand, respectively. Please refer
to Note 33.
b. Except for the above description and the recognition of amortization expenses, there were no
significant additions, disposals or impairments of other intangible assets of the Group for the
nine months ended December 31, 2023 and 2022.
c. The supply contract and core technology generated by PT. Sunny Metal Industry are
amortized on an accelerated basis over 8 years and 16 years, respectively.
d. Apart from stated above, the other intangible assets of the Group are amortized on a
straight-line basis over 5-18 years.
22. OTHER ASSETS
Prepayment for purchases
Prepaid expense
Prepaid sales tax
Prepayment for investments
Others
228
December 31
2023
2022
$ 3,012,629
669,186
1,615,043
1,334,026
921,291
$ 3,694,957
999,406
3,142,781
2,204,073
756,197
$ 7,552,175
$ 10,797,414
(Continued)
Current
Non-current
23. BORROWINGS
Short-term borrowings
Current portion of long-term borrowings
Long-term borrowings
Long-term notes and bills payable
December 31
2023
2022
$ 5,377,850
2,174,325
$ 7,880,887
2,916,527
$ 7,552,175
$ 10,797,414
(Concluded)
December 31
2023
2022
$ 11,508,074
$ 1,538,480
$ 31,924,532
$ 2,998,822
$ 17,120,571
$ 1,109,049
$ 40,820,860
$ 1,497,914
a. Short-term borrowings as of December 31, 2023 and 2022 were as follows:
December 31
2023
2022
Interest Rate
%
Amount
Interest Rate
%
Amount
0.86-7.60
-
$ 11,490,666
-
0.95-6.42
1.25-2.20
$ 15,566,558
1,554,013
1.98
17,408
-
-
Bank lines of credit
Discounted notes
receivable
Transferred
receivables
$ 11,508,074
$ 17,120,571
Notes receivable financing is based on notes receivable of the Group which are used to apply
for a discounted loan. Refer to Note 39 for the amount of discounted notes receivable and
relevant terms with recourse rights.
Refer to Note 39 for transferred receivables which were secured by a portion of the Group’s
trade receivables.
Refer to Notes 6 and 39 for collaterals pledged for short-term borrowings as of December 31,
2023 and 2022.
229
Financial Information
b. Long-term borrowings as of December 31, 2023 and 2022 were as follows:
Long-term secured loan
Cathay United Bank
December 31
2023
Significant Covenant
Amount
2022
Amount
From December 15, 2011 to September 27, 2027;
after the grace period, repayments are due
monthly
$
179,177
$
233,439
Taipei Fubon Commercial Bank From December 25, 2013 to October 11, 2028; after
Other long-term secured loan
Long-term credit loan
The Export-Import Bank of the
Republic of China
the grace period, repayments are due in stages
From January 12, 2019 to December 18, 2030;
repayments are due according to contracts
Loan from December 4, 2020 to December 4, 2027;
principal to be repaid evenly in seven phases; 1st
repayment is due 48 months after the drawdown
date, after which repayments are due once every
six months
38,033
56,237
67,375
78,365
273,447
379,179
1,137,770
1,137,770
Bank of Taiwan
From September 22, 2020 to October 4, 2027;
9,000,000
9,000,000
Taiwan Cooperative Bank
From June 28, 2021 to June 28, 2026; principal to
2,000,000
2,000,000
principal to be repaid in two phases: From the 5th
year, repayments are due once every six months;
at rates of 20% and 80%, respectively
be repaid in two phases: 1st repayment due 48
months after the drawdown date, 2nd repayment
due maturity date
DBS Bank
Principal repayment at maturity, from March 30,
-
7,552,100
Hua Nan Commercial Bank
Chinatrust Commercial Bank
Taiwan Cooperative Bank
Far Eastern International Bank
KGI Bank
2020 to April 15, 2025
From March 29, 2021 to March 29, 2026; principal
to be repaid in two phases: From the 5th year,
repayments are due once every six months
Principal repayment at maturity, from October 4,
2022 to October 3, 2025
From October 4, 2022 to October 4, 2027; principal
to be repaid in two phases: 1st repayment due 48
months after the drawdown date, 2nd repayment
due maturity date
Loan from October 21, 2022 to October 14, 2027;
principal to be repaid evenly in three phases; 1st
repayment is due 48 months after the signing
date, after which repayments are due once every
six months
Principal repayment at maturity, from October 24,
2022 to April 24, 2027
Standard Chartered Bank
Principal repayment at maturity, from November
16, 2022 to December 31, 2024
2,000,000
2,000,000
-
1,500,000
3,000,000
3,000,000
2,000,000
500,000
-
-
1,500,000
1,555,400
Hua Nan Commercial Bank
Principal repayment at maturity, from March 8,
2,500,000
2,500,000
2022 to March 28, 2027
Agricultural Bank of Taiwan
Principal repayment at maturity, from October 31,
-
1,000,000
2022 to October 31, 2025
Chang Hwa Commercial Bank
Principal repayment at maturity, from March 8,
2,000,000
3,000,000
Bank of Taiwan
2022 to March 8, 2027
Loan from June 13, 2023 to June 13, 2030; principal
to be repaid evenly in forty-eight phases; 1st
repayment is due 36 months after the drawdown
date.
1,799,194
Chinatrust Commercial Bank
Principal repayment at maturity, from August 15,
134,484
2023 to September 22, 2026
-
-
(Continued)
230
December 31
2023
Significant Covenant
Amount
2022
Amount
Intesa Sanpaolo S.p.A
Principal repayment at maturity, from December 30,
$ 2,486,656
$ 1,007,776
Other long-term credit loans
2019 to June 30, 2028
Principal repayments are due according to contracts,
from November 1, 2018 to November 15, 2033
5,131,461
4,297,684
Less: Current portion of
long-term borrowings
33,189,565
33,463,012
(1,538,480)
41,550,730
41,929,909
(1,109,049)
$ 31,924,532
$ 40,820,860
(Concluded)
1) Under the loan agreements with DBS Bank, WLC should maintain certain financial ratios
during the loan term, which are based on the annual and semi-annual consolidated
financial statements audited by the independent auditors. The financial ratios are as
follows:
a) Ratio of current assets to current liabilities not less than 100%;
b) Ratio of total liabilities less cash and cash equivalents to tangible net worth not more
than 120%;
c) Ratio of Interest Coverage Ratio which included net income before interest expenses,
taxation, depreciation and amortization to interest expenses not less than 150%; and
d) Tangible net worth (net worth less intangible assets) not less than NT$55,000,000
thousand.
2) As of December 31, 2023 and 2022, the effective interest rate ranges of the credit
borrowings were 0.10%-8.00% and 0.10%-5.56% per annum, respectively. As of
December 31, 2023 and 2022, the effective interest rate ranges of the secured borrowings
were 2.15%-6.20% and 0.55%-4.70% per annum, respectively.
3) As of December 31, 2023 and 2022, the Group’s current portions of the long-term
borrowings under the loan agreements were NT$1,538,480 thousand and NT$1,109,049
thousand, respectively. The Group’s consolidated financial statements for the years ended
December 31, 2023 and 2022 showed that the Group was in compliance with the
aforementioned financial ratio requirements.
4) Refer to Note 39 for collaterals pledged on bank borrowings as of December 31, 2023 and
2022.
231
Financial Information
c. Long-term notes and bills payables as of December 31, 2023 and 2022 were as follows:
December 31, 2023
Acceptance Agency
Type
Interest Rate
Amount
China Bills, Mega Bills and
International Bills
Less: Discount on long-term bills
payable
December 31, 2022
Unsecured
1.521-1.58
$ 3,000,000
(1,178)
$ 2,998,822
Acceptance Agency
Type
Interest Rate
Amount
China Bills and International Bills
Less: Discount on long-term bills
payable
Unsecured
1.395-1.50
$ 1,500,000
(2,086)
24. BONDS PAYABLE
$ 1,497,914
December 31
2023
2022
Domestic unsecured bonds
Overseas unsecured bonds
Less: Current portion of long-term borrowings
$ 12,800,000
253,345
(101,940)
$ 7,500,000
341,115
(98,160)
$ 12,951,405
$ 7,742,955
On October 8, 2021, WLC issued the first unsecured bond of 2021 at amount of NT$7.5 billion,
each with a face value of NT$10 million. The issuance period is 5 years, and the annual rate is
0.7%. The maturity date is on October 8, 2026. Since the issuance date, the interest will be paid
once a year, and the principal will be repaid once due.
On April 11, 2023, the Company issued the first unsecured bond of 2023 at amount of NT$5.3
billion and were divided into A and B bonds according to different issuance conditions. The
issuance amount of Bond A is NT$3 billion, and the issuance period is 5 years. The annual rate is
1.7%, and the maturity date is on April 11, 2028. The issuance amount of Bond B is NT$2.3
billion, and the issuance period is 10 years. The annual rate is 2.1%, and the maturity date is on
April 11, 2033. The interest of the two bonds will be paid once a year, and the principal will be
repaid at maturity.
The overseas unsecured bonds were acquired through business combination and were issued on
June 24, 2019 in the amount of EUR15,000 thousand, each with a face value of EUR100
thousand. The insurance period is 7 years, and the annual percentage rate is 3.5%. The maturity
date is on June 24, 2026. Since the insurance date, the interest will be paid in half a year, and the
principal will be repaid in 10 installments from the second year.
232
25. OTHER PAYABLES
Payables for purchases of equipment
Payables for salaries or bonuses
Payables for dividends
Other accrued expenses payables
Other financing payables
Other payables - other
December 31
2023
2022
$ 3,436,394
1,001,161
3,586
4,942,356
2,628,672
57,627
$ 3,211,232
968,942
3,209
5,468,712
5,375,736
287,874
$ 12,069,796
$ 15,315,705
As of December 31, 2023 and 2022, the effective interest rate ranges of other financing payables
of the subsidiary PT. Sunny Metal Industry were 6.83%-7.62% and 3.38%-5.21% respectively.
26. RETIREMENT BENEFIT PLANS
a. Defined contribution plan
WLC and its subsidiaries in the ROC adopted a pension plan under the Labor Pension Act
(LPA), which is a state-managed defined contribution plan. Under the LPA, WLC and its
subsidiaries in the ROC make monthly contributions to employees’ individual pension
accounts at 6% of monthly salaries and wages.
The Group recognized expenses of NT$114,765 thousand and NT$109,019 thousand for the
years ended December 31, 2023 and 2022, respectively, which is based on the specified ratio
in defined contributions plan.
b. Defined benefit plans
The defined benefit plans adopted by WLC in accordance with the Labor Standards Act are
operated by the government of the ROC. Pension benefits are calculated on the basis of the
length of service and average monthly salaries of the 6 months before retirement. WLC
contributes amounts equal to 2% of total monthly salaries and wages to a pension fund
administered by the pension fund monitoring committee. Pension contributions are deposited
in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group
assesses the balance in the pension fund. If the amount of the balance in the pension fund is
inadequate to pay retirement benefits for employees who conform to retirement requirements
in the next year, the Group is required to fund the difference in one appropriation that should
be made before the end of March of the next year. The pension fund is managed by the
Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence
the investment policy and strategy.
Cogne Acciai Speciali S.p.A. of the Group also adopts defined benefit plan.
233
Financial Information
The amounts included in the consolidated balance sheets in respect of the Group’s defined
benefit plans are as follows:
December 31
2023
2022
Present value of defined benefit obligation
Fair value of plan assets
$ 1,293,149
(1,036,090)
$ 1,332,167
(1,060,075)
Net defined benefit liabilities
$
257,059
$
272,092
Present Value
of Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit
Liability
(Asset)
$ 1,487,554 $ (1,037,916) $
449,638
10,455
9,721
20,176
-
(6,442)
(6,442)
10,455
3,279
13,734
-
(82,973)
(82,973)
(63,850)
-
(63,850)
(113,715)
-
(113,715)
(177,565)
-
(119,731)
(82,973)
(52,475)
119,731
(260,538)
(52,475)
-
118,977
2,756
-
-
1,332,167 (1,060,075)
120,194
15,119
135,313
-
(13,317)
(13,317)
118,977
2,756
272,092
120,194
1,802
121,996
-
(9,604)
(9,604)
119,409
-
119,409
119,409
-
(298,379)
4,639
(9,604)
(53,180)
100,086
-
109,805
(53,180)
(198,293)
4,639
Balance at January 1, 2022
Service cost
Current service cost
Net interest expense (income)
Recognized in profit or loss
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial gain - changes in financial
assumptions
Actuarial gain - experience
adjustments
Recognized in other comprehensive
loss
Contributions from the employer
Benefits paid
Acquisition of subsidiaries through
business combination
Exchange difference
Balance at December 31, 2022
Service cost
Current service cost
Net interest expense (income)
Recognized in profit or loss
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
Actuarial loss - experience
adjustments
Recognized in other comprehensive
loss
Contributions from the employer
Benefits paid
Exchange difference
Balance at December 31, 2023
$ 1,293,149 $ (1,036,090) $
257,059
234
An analysis by function of the amounts recognized in profit or loss in respect of the defined
benefit plans are as follows:
Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31
2023
2022
$ 87,335
7,623
26,923
115
$
6,982
914
5,638
200
$ 121,996
$ 13,734
Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the
following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt
securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau
or under the mandated management. However, in accordance with relevant regulations,
the return generated by plan assets shall not be below the interest rate for a 2-year time
deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present
value of the defined benefit obligation; however, this will be partially offset by an increase
in the return on the plans’ debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated using the
future salaries of plan participants. As such, an increase in the salaries of the plan
participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out
by qualified actuaries. The significant assumptions used for the purposes of the actuarial
valuations were as follows:
December 31
2023
2022
Discount rates
Expected rates of salary increase
1.25%-3.10%
1.85%-2.25%
1.25%-3.00%
2.25%-2.80%
If possible reasonable change in each of the significant actuarial assumptions occurs and all
other assumptions remain constant, the present value of the defined benefit obligation will
increase (decrease) as follows:
Discount rates
0.5% increase
0.5% decrease
December 31
2023
2022
$ (43,458)
$ 46,068
$ (47,681)
$ 50,683
(Continued)
235
Financial Information
Expected rates of salary increase
0.5% increase
0.5% decrease
December 31
2023
2022
$ 44,682
$ (42,588)
$ 49,149
$ (46,718)
(Concluded)
The above sensitivity analysis may not be representative of the actual changes in the present
value of the defined benefit obligation as it is unlikely that the changes in assumptions will
occur in isolation of one another as some of the assumptions may be correlated.
27. EQUITY
Share capital
Ordinary shares
Capital surplus
Retained earnings
Others
Non-controlling interests
a. Share capital
Ordinary shares
December 31
2023
2022
$ 40,313,329
33,624,917
60,590,617
6,281,452
13,638,998
$ 37,313,329
24,672,454
62,038,398
(443,305)
10,628,247
$ 154,449,313
$ 134,209,123
December 31
2023
2022
Number of authorized shares (in thousands)
Amount of authorized shares
Number of issued and fully paid shares (in thousands)
Amount of issued shares
6,500,000
$ 65,000,000
4,031,333
$ 40,313,329
6,500,000
$ 65,000,000
3,731,333
$ 37,313,329
As of January 1, 2022, the balances of WLC’s capital account were NT$34,313,329 thousand,
which consisted of 3,431,333 thousand shares at par value of NT$10.
On June 6, 2022, WLC’s board of directors resolved to issue 300,000 thousand ordinary
shares at a price of NT$33 per share with August 10, 2022 as the base date for capital
increase. On July 21, 2022, WLC chairman adjusted the new share issuing price from NT$33
to NT$30.
On May 29, 2023, WLC’s board of directors resolved to issue ordinary shares for cash to
participate in the issuance of GDRs. On June 30, 2023, the Group issued 30,000 thousand
units of GDRs on the Luxembourg Stock Exchange, with each unit representing 10 ordinary
shares of WLC. This amounted to a total of 300,000 thousand shares with a unit price of
236
US$12.97, raising a total of US$389,100 thousand. As of December 31, 2023, the paid-in
capital was NT$40,313,329 thousand, divided into 4,031,333 thousand ordinary shares at par
value of NT$10.
As of December 31, 2023, 30,002 thousand GDRs of WLC were traded on the Luxembourg
Stock Exchange. The number of ordinary shares represented by the GDRs was 300,022
thousand shares (one GDR represents 10 ordinary shares).
b. Capital surplus
May be used to offset a deficit, distributed as cash
dividend or transferred to share capital (Note)
Issuance of ordinary shares
The difference between the consideration received or
paid and the carrying amount of the subsidiaries’ net
assets during actual disposal or acquisition
Share of changes in capital surplus of associates
Treasury share transactions
Gain on disposal of property, plant and equipment
Others
May only be used to offset a deficit
Changes in percentage of ownership interests in
subsidiaries
December 31
2023
2022
$ 27,787,949
$ 18,864,452
2,130
434,243
2,254,074
2,074,231
1,045,560
2,130
441,175
2,254,074
2,074,231
1,036,392
26,730
-
$ 33,624,917
$ 24,672,454
Note: The premium from shares issued in excess of par (share premium from issuance of
ordinary shares, conversion of bonds and treasury share transactions) and donations
may be used to offset a deficit; in addition, when the Group has no deficit, such
capital surplus may be distributed as cash dividends or transferred to share capital
(limited to a certain percentage of the Group’s capital surplus and to once a year).The
capital surplus arises from changes in capital surplus of associates accounted for
using the equity method, employee share options and share warrants may not be used
for any purposes.
c. Retained earnings and dividend policy
Under the dividends policy where WLC made a profit in a fiscal year, the profit shall be first
utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10%
of the remaining profit this requirement is not applicable when the legal reserve has reached
the total capital, and then any remaining profit together with prior unappropriated earnings
shall be appropriated for special reserve or appropriate reversal of special reserve in
accordance with the laws and regulations, and then the balance shall be used by WLC’s board
of directors as the basis for proposing a distribution plan, which should be resolved in the
shareholders’ meeting for the distribution of dividends to shareholders. If appropriated
earnings are distributed in cash, the cash distribution shall be resolved by WLC’s board of
directors and reported in the shareholders’ meeting. Other than the aforementioned
237
Financial Information
regulations, the distribution shall be after deducting share of profit of associates accounted for
using the equity method and adding cash dividends of associates accounted for using the
equity method. WLC shall reserve no lesser than 40% of the balance amount as shareholders’
profit after offsetting its loss and tax payments in the previous year, capital reserve, and
special reserve adjusted by the accumulated net deduction of other equity. The profits shall be
distributed in cash or in form of shares; cash dividends shall not be lesser than 70% of the
total dividends.
Appropriation of earnings to the legal reserve shall be made until the legal reserve equals
WLC’s paid-in capital. The legal reserve may be used to offset any deficits. If WLC has no
deficit and the legal reserve has exceeded 25% of WLC’s paid-in capital, the excess may be
transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No.
1030006415 issued by the FSC and in the directive titled “Questions and Answers for Special
Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed
from a special reserve by WLC.
Refer to Note 29 for the policies on the distribution of employees’ compensation and
remuneration of directors.
The appropriation of earnings for 2021, which was approved in the shareholders’ meeting on
May 13, 2022, was as follows:
Legal reserve
Cash dividends
Appropriation
of Earnings
Dividends Per
Share (NT$)
$ 1,454,522
5,490,133
$
-
1.6
$ 6,944,655
The appropriations of earnings for 2023 and 2022 were as follows:
Appropriation of Earnings
Dividends Per Share (NT$)
2023
2022
2023
2022
Legal reserve
Cash dividends
526,862
$
4,434,466
$ 1,974,132
6,716,399
$
-
1.1
$
-
1.8
$ 4,961,328
$ 8,690,531
The above appropriations for cash dividends were approved by WLC’s board of directors on
February 23, 2024 and February 24, 2024, and the other appropriations for 2022 were
approved by the shareholders in the meeting on May 19, 2023. The other appropriations for
2023 are yet to be resolved at the shareholders’ meeting scheduled for May 17, 2024.
d. Special reserve
Special reserve
$ 2,712,250
$ 2,712,250
December 31
2023
2022
238
Information regarding the above special reserve did not change for the years ended December
31, 2023 and 2022.
e. Other equity items
1) Exchange differences on the translation of the financial statements of foreign operations
For the Year Ended December 31
2023
2022
Balance at January 1
Share from subsidiaries and associates accounted
$ (4,256,774)
$ (6,100,687)
for using the equity method
(690,701)
1,843,913
Balance at December 31
$ (4,947,475)
$ (4,256,774)
Exchange differences relating to the translation of the results and net assets of the Group’s
foreign operations from their functional currencies to the Group’s presentation currency
(the New Taiwan dollar) were recognized directly in other comprehensive income and
accumulated in the exchange differences on the translation of the financial statements of
foreign operations. Exchange differences previously accumulated in the exchange
differences on the translation of the financial statements of foreign operations were
reclassified to profit or loss when disposing foreign operation.
2) Unrealized valuation gain (loss) on financial assets at FVOCI
Balance at January 1
Unrealized gain (loss) - equity instruments
Share from associates accounted for using the
equity method
Cumulative unrealized loss of equity instruments
transferred to retained earnings due to disposal
For the Year Ended December 31
2023
2022
$ 6,693,877
6,307,904
$ 11,534,267
(4,067,542)
1,271,548
(696,891)
(204,652)
(75,957)
Balance at December 31
$ 14,068,677
$ 6,693,877
3) Loss on hedging instruments
Cash flow hedges
Balance at January 1
Loss on hedging instruments
For the Year Ended December 31
2023
2022
$ (105,801)
(40,701)
$
-
(105,801)
Balance at December 31
$ (65,100)
$ (105,801)
239
Financial Information
4) Other equity - others
Balance at January 1
Originally recognized equity items arising from the
acquisition of subsidiary equity instrument put
options
Other comprehensive loss from associates
accounted for using the equity method
For the Year Ended December 31
2023
2022
$ (2,774,607)
$
(91,467)
-
(2,683,140)
(43)
-
Balance at December 31
$ (2,774,650)
$ (2,774,607)
28. OPERATING REVENUE
Sales revenue
Sales of real estate
Other revenue
For the Year Ended December 31
2023
2022
$ 184,438,249
58,663
5,342,714
$ 175,754,340
19,786
4,626,593
$ 189,839,626
$ 180,400,719
29. NET PROFIT FROM CONTINUING OPERATIONS
a. Non-operating income and expense - gain (loss) on disposal of investments
For the Year Ended December 31
2023
2022
Gain (loss) on disposal of investments - non-iron
commodity futures
$
799,172
$
(646,558)
(Loss) gain on disposal of investments - foreign
exchange forward contracts
Gain (loss) on disposal of investment - exchange rate
swap contracts
Loss on disposal of investment - future options
Gain on disposals of investments - subsidiaries
(89,402)
152,471
300,349
(44,205)
-
(169,573)
(25,673)
7,899,376
$
965,914
$ 7,210,043
240
b. Non-operating income and expense - impairment loss reversed (recognized)
Impairment loss (recognized) reversed on property,
plant and equipments
Others
For the Year Ended December 31
2023
2022
$
(136)
12,563
$
155
(242)
$ 12,427
$
(87)
c. Non-operating income and expense - other revenue
The Group sold its subsidiary Borrego Energy, LLC’s solar PV and energy storage
procurement platform division for NT$816,840 thousand in 2023, and the gain of disposal
was NT$528,226 thousand. After deducting related operating costs of NT$406,288 thousand,
the total was NT$121,938 thousand, which was recognized as “other income”.
d. Employee benefits expense, depreciation and amortization
For the Year Ended December 31, 2023
Operating
Costs
Operating
Expenses
Non-operating
Expenses and
Losses
Total
Short-term
employment
benefits
Post-employment
benefits
Other employee
$ 5,273,501
$ 3,332,057
$
-
$ 8,605,558
$
294,417
$
120,881
$
-
$
415,298
benefits
$
975,917
$
416,686
$
-
$ 1,392,603
Depreciation
Property, plant and
equipments
Right-of-use assets
Investment
$ 5,535,465
195,826
$
664,425
153,595
$
2,676
-
$ 6,202,566
349,421
properties
461,939
2,180
-
464,119
$ 6,193,230
$
820,200
$
2,676
$ 7,016,106
Amortization
$ 1,117,481
$
74,685
$
-
$ 1,192,166
241
Financial Information
For the Year Ended December 31, 2022
Operating
Costs
Operating
Expenses
Non-operating
Expenses and
Losses
Total
Short-term
employment
benefits
Post-employment
benefits
Other employee
$ 4,430,500
$ 2,906,207
$
-
$ 7,336,707
$
222,785
$
108,317
$
-
$
331,102
benefits
$
674,335
$
811,982
$
-
$ 1,486,317
Depreciation
Property, plant and
equipments
Right-of-use assets
Investment
$ 3,458,410
44,479
$
431,174
154,709
$
2,859
-
$ 3,892,443
199,188
properties
291,837
2,179
-
294,016
$ 3,794,726
$
588,062
$
2,859
$ 4,385,647
Amortization
$
23,497
$
42,158
$
-
$
65,655
e. Compensation of employees and remuneration of directors
According to the Company’s Articles, the Company accrued employees’ compensation and
remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of
net profit before income tax, employees’ compensation, and remuneration of directors. For the
years ended December 31, 2023 and 2022, the employees’ compensation amounted to
NT$70,700 thousand and NT$252,000 thousand, respectively, and the remuneration of
directors amounted to NT$30,000 thousand and NT$100,050 thousand, respectively. The
compensation of employees and the remuneration of directors for the years ended December
31, 2023 and 2022 were approved by the Group’s board of directors on February 23, 2023 and
February 24, 2023, respectively.
Material differences between such estimated amounts and the amounts proposed by the board
of directors on or before the issuance date of the annual consolidated financial statements are
adjusted in the year the compensation and remuneration were recognized. If there is a change
in the amounts after the issuance date of the annual consolidated financial statements, the
differences will be recorded as a change in the accounting estimate in the next year.
The employees’ compensation and the remuneration of directors for the years ended
December 31, 2022 and 2021 resolved by WLC’s board of directors on February 24, 2023 and
February 22, 2022, respectively are the same as the amounts recognized in the 2022 and 2021
consolidated financial statements.
Information on the employees’ compensation and remuneration of directors resolved by
WLC’s board of directors in 2024 and 2023 is available at the Market Observation Post
System website of the Taiwan Stock Exchange.
242
30. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax
In respect of the current year
Unappropriated earnings
Adjustments for prior year
Land value-added tax
Deferred tax
In respect of the current year
Adjustments for prior year
For the Year Ended December 31
2023
2022
$ 1,207,290
306,498
(37,860)
2,978
1,478,906
$
792,895
321,642
17,976
175,864
1,308,377
24,987
(6,745)
18,242
2,916,207
37,353
2,953,560
Income tax expense recognized in profit or loss
$ 1,497,148
$ 4,261,937
A reconciliation of accounting profit and income tax expense is as follows:
Profit before tax from continuing operations
$ 7,438,398
$ 23,402,013
For the Year Ended December 31
2023
2022
Income tax expense calculated at the statutory rate
Investment income accounted for using equity method
Tax-exempt dividend income
Loss on investments
Others
Unrecognized loss carryforwards/deductible temporary
$
differences
Adjustments for prior years’ tax
Income tax on unappropriated earnings
Land value-added tax
672,957
670,843
(102,248)
-
(41,708)
$ 4,097,945
262,151
(183,234)
(2,630)
(58,684)
32,433
(44,605)
306,498
2,978
(406,446)
55,329
321,642
175,864
Income tax expense recognized in profit or loss
$ 1,497,148
$ 4,261,937
b. Current tax assets and liabilities
Current tax assets
Tax refund receivable (recorded under other current
and other non-current assets - others)
$
304,113
$
397,168
Current tax liabilities
Income tax payable
$ 5,861,143
$ 6,103,462
December 31
2023
2022
243
Financial Information
c. Deferred tax assets and liabilities
Deferred tax assets
Loss carryforwards
Pension expense overlimit
Unrealized loss on inventories write-down
Loss on idle capacity
Impairment loss on idle assets
Unrealized deferred gross profit
Unrealized impairment loss on long-term investments
Difference between financial and tax accounting of the
depreciation of property, plant and equipment
Prepaid expense
Loss on liquidation of investments
Other
Deferred tax liabilities
Difference between financial and tax accounting of the
depreciation of property, plant and equipment
Provision for land value-added tax
Unrealized gain on investments
Others
December 31
2023
2022
$ 1,863,709
14,337
124,673
21,234
-
3,290
7,000
$ 1,001,877
23,000
140,047
-
15,000
-
7,000
3,539
1,170,448
439,000
587,622
22,149
1,165,401
591,000
482,803
$ 4,234,852
$ 3,448,277
$
(66,337)
(141,238)
(6,049,964)
(330,193)
$
(81,836)
(147,215)
(5,364,542)
(189,322)
$ (6,587,732)
$ (5,782,915)
d. Deductible temporary differences and unused loss carryforwards for which no deferred tax
assets have been recognized in the consolidated balance sheets were as follows:
Loss Carryforwards
Expiry in 2023
Expiry in 2024
Expiry in 2025
Expiry in 2026
Expiry in 2027
Expiry in 2028
December 31
2023
2022
$
-
3,832
3,187
5,931
24,479
6,560
98
3,898
3,439
6,032
24,897
-
$ 43,989
$ 38,364
244
e. As of December 31, 2023, the Group’s tax loss carryforwards were as follows:
Expiry Year
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Indefinite
Tax Loss
Carryforwards
$
108,466
16,265
196,360
512,688
708,774
-
-
3,342
11,324
12,234
338,245
$ 1,907,698
f. WLC’s income tax returns through 2020, have been assessed by the tax authorities.
g. Pillar Two income tax legislation
In July and December 2023, the governments of the United Kingdom, Luxembourg, Germany,
France, Italy, South Korea and Malaysia, where part of WLC’s subsidiaries are registered,
enacted the Pillar Two income tax legislation effective on January 1, 2024. Since the Pillar
Two income tax legislation was not effective at the reporting date, the Group has no related
current tax exposure.
Under the legislation, part of WLC’s subsidiaries will be required to pay, in the United
Kingdom, Luxembourg, Germany, France, Italy, South Korea and Malaysia, a top-up tax on
the profits of its subsidiaries that are taxed at an effective tax rate of less than 15 percent. As
of December 31, 2023, no country has yet implemented the Pillar Two income tax legislation,
so there may not be a primary jurisdiction for the potential exposure to such income tax. The
Group will continue to assess the impact of the Pillar Two income tax legislation on its future
financial performance.
31. EARNINGS PER SHARE
For the Year Ended December 31
2023
2022
Amounts
(Numerator)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Shares
(Denominator)
(In Thousands)
Earnings Per
Share (In
Dollars)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Amounts
(Numerator)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Shares
(Denominator)
(In Thousands)
Basic earnings per
share
Net income
$ 5,134,316
3,883,388
$ 1.32
$ 19,352,097
3,549,689
Earnings Per
Share (In
Dollars)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
$ 5.45
(Continued)
245
Financial Information
For the Year Ended December 31
2023
2022
Amounts
(Numerator)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Shares
(Denominator)
(In Thousands)
Earnings Per
Share (In
Dollars)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Amounts
(Numerator)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Earnings Per
Share (In
Dollars)
After Income
Tax
(Attributable
to Parent’s
Shareholders)
Shares
(Denominator)
(In Thousands)
Effect of potentially
dilutive ordinary
shares
Employees
compensation
-
2,500
-
5,690
$ 5,134,316
3,885,888
$ 1.32
$ 19,352,097
3,555,379
$ 5.44
(Concluded)
32. SHARE-BASED PAYMENT AGREEMENTS
Employee Share Option Plan for Cash Capital Increase
WLC was approved by the Securities and Futures Bureau (FSC) on March 11, 2022 to issue
300,000 thousand shares for cash capital increase. The board of directors resolved to retain 10%
of the issued shares for employees’ subscription. The number of shares retained for employees’
subscription and the subscription price were confirmed on June 27, 2022. WLC recognized the
capital surplus of NT$157,800 thousand on the grant date at the fair value computed based on the
Black-Scholes option evaluation model.
a. WLC used the Black-Scholes option evaluation model to calculate the fair value of employee
subscriptions for cash capital increase on June 27, 2022. Relevant information is as follows:
Share Price on
the Grant Date
(In Dollars)
Exercise
Price
(In Dollars)
Expected
Ratio of
Stock Price
Fluctuation
Expected
Duration
Expected
Dividend
Rate
Risk - Free
Interest
Rate
Fair Value
Per Share
(In Dollars)
$37.45
$33
52.95%
38 days
0.00%
0.52%
$5.26
b. In view of the dramatic changes in the capital market environment, in order to maintain the
shareholders’ rights and ensure the completion of the fundraising, the chairman of the
Company, authorized by the board of directors, adjusted the new share issuing price from
NT$33 to NT$30 on July 21, 2022. In addition, due to the price adjustment, the remuneration
cost of the relevant share-based payment agreement increased by NT$67,200 thousand.
WLC used the Black-Scholes option evaluation model to calculate the fair value of employee
as remeasurement cash capital increase subscriptions on July 21, 2022. Relevant information
is as follows:
Share Price on
the Grant Date
(In Dollars)
Exercise
Price
(In Dollars)
Expected
Ratio of
Stock Price
Fluctuation
Expected
Duration
Expected
Dividend
Rate
Risk - Free
Interest
Rate
Fair Value
Per Share
(In Dollars)
$34.05
$30
54.13%
14 days
0.00%
0.72%
$2.24
246
33. BUSINESS COMBINATIONS
a. Subsidiaries acquired
Subsidiary
Principal Activity
Proportion of
Voting Equity
Interests
Acquired (%)
Date of
Acquisition
Consideration
Transferred
Degerfors Long
Products AB
Special Melted
Products Ltd.
PT. Sunny Metal
Industry
MEG S.A.
Manufacture and sale
of stainless steel
Manufacture and sale
of stainless steel
Manufacture and sale
of nickel matte
Manufacture and sale
of stainless steel
August 1,
2023
September
19, 2023
September
23, 2022
November
30, 2022
100.00
$
182,129
100.00
$ 5,668,618
50.10
$ 6,057,005
85.03
$ 6,715,504
To create synergy from the acquired company’s products, technologies, market advantages
and also for the purpose of expanding the stainless steel and nickel alloy business. Cogne
Acciai Speciali S.p.A. acquired 100% of the shares of Degerfors Long Products AB and
Special Melted Products Ltd. at a consideration of NT$182,129 thousand and NT$5,668,618
thousand on August 1, 2023, and September 19, 2023, respectively.
To deploy new energy industry, the Group acquired PT. Sunny Metal Industry and increased
its investment in Matte and Nickel Pig Iron to increase production capacity.
To combine the acquired company’s products, technologies and market advantages and
expand its stainless steel business, the Group acquired 85.03% of the shares of MEG S.A. at a
consideration of $6,497,972 thousand on November 30, 2022 and held 82.32% of the shares
of Cogne Acciai Speciali S.p.A. through MEG S.A. The Group finally held 70% of the shares
of Cogne Acciai Speciali S.p.A.
b. Consideration transferred
Degerfors Long
Products AB
Special Melted
Products Ltd.
PT. Sunny
Metal Industry MEG S.A.
$
182,129
$ 5,668,618
$ 6,057,005
$ 6,497,972
-
-
-
-
-
-
355,089
(137,557)
Cash
Contingent
consideration
arrangement
(Note 1)
Issue option
(Note 2)
$
182,129
$ 5,668,618
$ 6,057,005
$ 6,715,504
1) According to the agreement of acquisition, the Group is required to pay additional
EUR15,000 thousand if MEG S.A.’s earnings before interest, tax, depreciation and
amortization from the settlement date to 2025 exceed EUR180,000 thousand. Based on the
results of the financial forecast, the management of the Group believes that it is probable
to make this payment. The fair value of this obligation at the date of acquisition was
247
Financial Information
estimated at $355,089 thousand.
2) According to the agreement of acquisition, the Group has the right to acquire the
remaining equity interest from the minority shareholders for a period of 6.5 to 7 years
from the settlement date. The fair value of this option at the acquisition date was estimated
to be $137,557 thousand.
c. Assets acquired and liabilities assumed at the date of acquisition
Degerfors Long
Products AB
Special Melted
Products Ltd.
PT. Sunny
Metal Industry MEG S.A.
$
-
$
34,513
$
103,771
$ 1,373,797
Current assets
Cash and cash
equivalents
Financial asset at fair
value through profit -
current
Hedging derivative
financial assets -
current
Financial assets at
amortised cost -
current
Net trade receivables
Other receivables
Inventories
Other current assets
Non-current assets
Financial asset at fair
value through profit -
non-current
Property, plant and
equipment
Right-of-use assets
Other intangible assets
Deferred tax assets
Other non-current assets
Current liabilities
Short-term borrowings
Financial liabilities at
fair value through
profit - current
Hedging derivative
financial liabilities -
current
Trade payables
Other payables
Current tax liabilities
Lease liabilities -
current
Other current liabilities
248
-
-
-
-
10,456
175,136
-
810,467
56,466
837,726
106,641
-
1,020,964
104,651
644,700
72,961
-
-
4,904
29,021
1,603,712
2,153
6,455,973
-
9,550,240
648,923
-
-
-
71,200
545,318
4,254
-
-
58
1,358,095
49,568
18,820
-
380,560
7,853,727
-
9,126,125
-
-
4,640,072
933,182
85,076
137,536
15,494
(1,003,296)
(587,375) (1,420,750)
(442,193)
(39,918)
-
(565,658)
-
-
(2,586)
(458,751)
(49,493)
(298,338)
-
-
-
(4,909)
-
(42,710)
(232,779) (5,244,797)
(3,885)
(617,198)
(5,610,735)
-
-
(137,417)
(2,480) (1,761,848)
(Continued)
-
-
-
Degerfors Long
Products AB
Special Melted
Products Ltd.
PT. Sunny
Metal Industry MEG S.A.
Non-current liabilities
Bonds payable
Long-term payable
Deferred tax liabilities
Lease liabilities -
non-current
Defined benefit
liabilities
Other non-current
liabilities
-
-
(57,607)
(1,681)
-
-
-
-
-
-
-
-
-
-
(285,159)
(3,347,986)
(112,229)
(118,866)
-
-
-
(710,774)
(118,977)
(14,515)
$
1,358,194
$ 1,768,047
$ 12,169,025
$10,276,084
(Concluded)
The initial accounting for the acquisition of Degerfors Long Products AB and Special Melted
Products Ltd. as of the balance sheet date was only provisionally determined. At the date of
issuance of these consolidated financial statements, the necessary market valuations and other
calculations have not been finalized. The amounts may change when the purchase price
allocation report is issued.
The purchase price allocation reports of PT. Sunny Metal Industry and MEG S.A. have been
finalized before the date of issuance of these consolidated financial statements and therefore
adjusted to the fair value as the tax value of the Company.
(Gain on bargain purchase) goodwill recognized on acquisitions.
Degerfors Long
Products AB
Special Melted
Products Ltd.
PT. Sunny
Metal Industry MEG S.A.
Consideration
transferred
Plus:
$
182,129
$ 5,668,618
$ 6,057,005
$ 6,715,504
-
-
6,072,344
3,082,995
(1,358,194)
(1,768,047) (12,169,025) (10,276,084)
7,379
1
334,854
138,059
Non-controllin
g interests
Less: Carrying
value of
identifiable net
assets acquired
Effects foreign
currency
exchange
difference
(Gain from
bargain
purchase)
goodwill
recognized on
acquisitions
$ (1,168,686) $ 3,900,572
$
295,178
$
(339,526)
249
Financial Information
The total amount of acquired goodwill is not tax-deductible, and the acquired gain from
bargain purchases is recognized as other income.
The non-controlling interests of PT. Sunny Metal Industry, NT$6,072,344 thousand, are
measured by reference to the fair value of the non-controlling interest. The fair value is based
on the proportion of the assets acquired and liabilities assumed at the date of acquisition.
The non-controlling interests of MEG S.A., NT$3,082,995 thousand, are measured by
reference to the fair value of the non-controlling interest. The fair value is based on the
proportion of the assets acquired and liabilities assumed at the date of acquisition.
e. Net cash outflow on the acquisition of subsidiaries
Consideration
paid in cash
Less: Cash and
cash
equivalent
balance
acquired
Degerfors Long
Products AB
Special Melted
Products Ltd.
PT. Sunny
Metal Industry MEG S.A.
$
182,129
$ 5,668,618
$ 6,057,005
$ 6,497,972
-
(34,513)
(103,771)
(1,373,797)
$
182,129
$ 5,634,105
$ 5,953,234
$ 5,124,175
f.
Impact of acquisitions on the results of the Group
The financial results of the acquirees since the acquisition dates, were as follows:
Degerfors Long
Products AB
2023.08.01-
2023.12.31
Special Melted
Products Ltd.
2023.09.19-
2023.12.31
PT. Sunny
Metal Industry MEG S.A.
2022.11.30-
2022.12.31
2022.09.23-
2022.12.31
Operating
revenue
Net profit (loss)
$ 1,647,068
194,352
$
$ 1,147,085
327,113
$
$
$
-
(14,280)
$ 1,626,172
(273,406)
$
Had Degerfors Long Products AB and Special Melted Products Ltd. concluded the
acquisitions at the beginning of 2023, the Group’s revenue and profit for the years ended
December 31, 2023 would have been NT$196,466,052 thousand and NT$6,059,573 thousand,
respectively. This pro-forma information is for illustrative purposes only and is not
necessarily an indication of the revenue and results of operations of the Group that actually
would have been achieved had the acquisition been completed at the beginning of the
acquisition year, 2023, nor is it intended to be a projection of future results.
Had PT. Sunny Metal Industry and MEG S.A. concluded the acquisition at the beginning of
2022, the Group’s revenue and profit for the years ended December 31, 2022 would have been
NT$210,605,160 thousand and NT$20,786,576 thousand, respectively. This pro-forma
information is for illustrative purposes only and is not necessarily an indication of the revenue
and results of operations of the Group that actually would have been achieved had the
250
acquisition been completed at the beginning of the acquisition year 2022, nor is it intended to
be a projection of future results.
34. DISPOSAL OF SUBSIDIARIES
The Group entered into a sale agreement with ECP (third party) to dispose of its subsidiary New
Leaf Energy, Inc. (original name of the announcement: 2022 Solar Development, Inc.) and
completed the transaction on July 28, 2022. (United States local time July 27, 2022)
a. Consideration received from disposals
Consideration received in cash and cash equivalents
Contingent consideration (Note)
Total consideration received
Amount
$ 10,029,371
2,195,677
$ 12,225,048
Note:
In accordance with the agreement of contingent consideration, the acquirer shall
respectively pay additional payments when the gross profit of Target Company during
the period starting from the settlement date to December 31, 2023 and the gross profit
in the year of 2024 meet the amount agreed upon by Target Company. The fair value
of this obligation on acquisition date is estimated to be NT$2,195,677 thousand.
b. Analysis of assets and liabilities on the date control was lost:
Current assets
Cash and cash equivalents
Contract assets
Other current assets
Tax assets
Non-current assets
Deferred tax assets
Goodwill
Total assets
Current liabilities
Notes payable and trade payables
Other payables
Total current liabilities
Net assets disposed of
c. Gain on disposal of subsidiaries
Consideration received
Contingent consideration
Net assets disposed of
Amount
$
22,836
3,356,257
59,784
48,384
274,265
157,359
$ 3,918,885
$
(150,190)
(313,081)
(463,271)
$ 3,455,614
Amount
$ 10,029,371
2,195,677
(3,455,614)
(Continued)
251
Financial Information
Costs of disposal
Non-controlling interests
Exchange difference
Employee compensation costs - disposal related
Gain on disposals
(217,679)
905,234
35,417
(1,039,328)
$ 8,453,078
(Concluded)
The above gain on disposal of equity, which is NT$8,453,078 thousand, deduced the loss due
to the reduction of operation after disposal, which is NT$553,702 thousand and the remaining
amount of NT$7,899,376 thousand was recognized under “gain on disposal of investments” in
2022.
d. Net cash inflow on disposals of subsidiaries
Consideration received in cash and cash equivalents
Less: Cash and cash equivalent balances disposed of
Net cash inflow on disposals of subsidiaries
Less: Employee compensation costs and costs of disposal
Net cash inflow on disposals of subsidiaries
Amount
$ 10,029,371
(22,519)
10,006,852
(764,276)
$ 9,242,576
The above share transaction was completed on July 28, 2022. (United States local time July
27, 2022)
35. OPERATING LEASE ARRANGEMENTS
Operating leases are related to the investment properties owned by the Group with lease terms
between 5 and 10 years, with an option to extend for another 10 years. All operating lease
contracts contain market review clauses in the event that the lessees exercise their options to
renew. The lessees do not have bargain purchase options to acquire the properties at the expiry of
the lease periods.
As of December 31, 2023 and 2022, deposits received under operating leases amounted to
NT$361,813 thousand and NT$339,128 thousand, respectively (recorded under other non-current
liabilities).
As of December 31, 2023, the Group’s future minimum lease receivables on non-cancelable
operating lease commitments are as follows:
2024
2025-2028
After 2029
252
Amount
$ 1,321,205
2,494,094
247,232
$ 4,062,531
36. CAPITAL MANAGEMENT
The Group’s capital management objective is to ensure that it has the necessary financial
resources and operational plan so that it can cope with the next 12 months working capital
requirements, capital expenditures, debt repayments and dividends spending.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash
equivalents) and equity attributable to owners of the Group (comprising issued capital, reserves,
retained earnings and other equity).
Key management personnel of the Group review the capital structure on a quarterly basis. As part
of this review, the key management personnel, consider the cost of capital and the risks associated
with each class of capital. Based on recommendations of the key management personnel, in order
to balance the overall capital structure, the Group may adjust the amount of dividends paid to
shareholders, the number of new shares issued or repurchased, and/or the amount of new debt
issued or existing debt redeemed.
37. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments that are not measured at fair value
Except the following assets and liabilities, the management considers that the carrying
amounts of financial assets and financial liabilities not recognized at fair value approximate to
their fair values.
December 31, 2023
Carrying
Amount
Level 1
Level 2
Level 3
Total
Fair Value
Financial assets
Financial assets at
amortized cost
Corporate bonds
Mutual funds
Government bonds
$
$
15
712
184,613
$
-
-
-
$
-
-
184,046
$
15
712
-
15
712
184,046
$
185,340
$
-
$
184,046
$
727
$
184,773
Financial liabilities
Financial liabilities
at amortized cost
Bonds payable
$ 13,053,345
$
-
$ 12,656,839
$
-
$ 12,656,839
253
Financial Information
December 31, 2022
Carrying
Amount
Level 1
Level 2
Level 3
Total
Fair Value
Financial assets
Financial assets at
amortized cost
Corporate bonds
Mutual funds
Government bonds
$
$
588
1,614
189,242
$
-
-
-
$
-
-
179,709
$
588
1,614
-
588
1,614
179,709
$
191,444
$
-
$
179,709
$
2,202
$
181,911
Financial liabilities
Financial liabilities
at amortized cost
Bonds payable
$ 7,841,115
$
-
$ 7,484,393
$
-
$ 7,484,393
The fair values of the financial assets and financial liabilities included in the Level 2 and
Level 3 categories above have been determined in accordance with the income approach
based on a discounted cash flow analysis. The observable inputs included bond duration, bond
interest rates and credit rating. The significant unobservable input used in Level 3 is the
discount rate that reflects the credit risk of counterparties.
b. Fair value of financial instruments that are measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2023
Financial assets at
FVTPL
Derivatives not
designated as
hedging instruments
Foreign unlisted shares
Contingent
consideration
Derivatives financial
assets for hedging
Level 1
Level 2
Level 3
Total
$
68,624 $
-
-
10,142 $
-
- $
79,541
78,766
79,541
- 2,614,285
2,614,285
-
53,439
-
53,439
$
68,624 $
63,581 $ 2,693,826 $ 2,826,031
(Continued)
254
Level 1
Level 2
Level 3
Total
Financial assets at
FVTOCI
Investments in equity
instruments
Listed securities in
ROC
$ 17,902,362 $
Unlisted securities
-
- $
-
- $ 17,902,362
920,810
920,810
$ 17,902,362 $
- $ 920,810 $ 18,823,172
Financial liabilities at
FVTPL
Derivatives not
designated as
hedging instruments
Contingent
consideration
Derivatives financial
$
- $
22,746 $
- $
22,746
-
-
484,429
484,429
liabilities for hedging
-
8,583
-
8,583
$
- $
31,329 $ 484,429 $
515,758
(Concluded)
December 31, 2022
Financial assets at
FVTPL
Derivatives not
designated as
hedging instruments
Foreign unlisted shares
Contingent
$
consideration
Derivatives financial
assets for hedging
Level 1
Level 2
Level 3
Total
- $
-
7,631 $
-
- $
71,969
7,631
71,969
-
- 2,567,786
2,567,786
-
165,019
-
165,019
$
- $ 172,650 $ 2,639,755 $ 2,812,405
(Continued)
255
Financial Information
Financial assets at
FVTOCI
Investments in equity
instruments
Listed securities in
Level 1
Level 2
Level 3
Total
ROC
$ 11,717,477 $
Unlisted securities
-
- $
-
- $ 11,717,477
624,755
624,755
$ 11,717,477 $
- $ 624,755 $ 12,342,232
Financial liabilities at
FVTPL
Derivatives not
designated as
hedging instruments
Contingent
consideration
Derivatives financial
$
21,189 $
43,583 $
- $
64,772
-
-
363,192
363,192
liabilities for hedging
-
222,272
-
222,272
$
21,189 $ 265,855 $ 363,192 $
650,236
(Concluded)
2) There were no transfers between Levels 1, 2 and 3 for the years ended December 31, 2023
and 2022.
3) Reconciliation of Level 3 fair value measurements of financial instruments.
For the year ended December 31, 2023
Balance at January 1, 2023
Additions
Recognized in other comprehensive income
Effects of exchange rate changes
Balance at December 31, 2023
Financial Assets
at FVTOCI
Equity
Instruments
$ 624,755
150,000
147,006
(951)
$ 920,810
256
Balance at January 1, 2023
Recognized in profit or loss
Effects of exchange difference
Financial Assets at FVTPL
Financial
Liabilities
Financial Assets
$ 2,639,755
51,680
2,391
$
363,192
106,359
14,878
Balance at December 31, 2023
$ 2,693,826
$
484,429
For the year ended December 31, 2022
Financial Assets
Balance at January 1, 2022
Additions
Capital reduction and refund
Recognized in other comprehensive loss
Effects of exchange difference
Balance at December 31, 2022
Balance at January 1, 2022
Additions
Recognized in profit or loss
Effects of exchange difference
Financial Assets
at FVTOCI
Equity
Instruments
$ 663,502
120,000
(335)
(159,580)
1,168
$ 624,755
Financial Assets at FVTPL
Financial
Liabilities
Financial Assets
$
$
-
2,267,373
372,109
273
-
355,089
-
8,103
Balance at December 31, 2022
$ 2,639,755
$
363,192
4) Valuation technique and inputs applied for Level 2 fair value measurement
Financial Instruments
Valuation Technique and Inputs
Derivatives - foreign
exchange forward
contracts
Discounted cash flow. Future cash flows are estimated based
on observable forward exchange rates at the end of the
reporting period and contract forward rates and discounted at
a rate that reflects the credit risk of various counterparties.
Derivatives - exchange
rate swap contracts
Discounted cash flow. Future cash flows are estimated based
on observable forward exchange rates at the end of the
reporting period and contract forward rates and discounted at
a rate that reflects the credit risk of various counterparties.
(Continued)
257
Financial Information
Financial Instruments
Valuation Technique and Inputs
Derivatives - interest
Discounted cash flow. Future cash flows are estimated based
rate contracts
on observable floating rates at the end of the reporting period
and fixed interest rates under contracts.
Derivatives - option
Black-Scholes Model. The significant unobservable input value
is the market price volatility of the commodity.
Derivatives - gas swap
contracts
Discounted cash flow. Future cash flows are estimated based
on observable forward gas prices at the end of the reporting
period and fixed gas prices under contract.
Derivatives - electricity
swap contracts
Discounted cash flow. Future cash flows are estimated based
on observable forward electricity prices at the end of the
reporting period and fixed power prices under contract.
(Concluded)
5) Valuation technique and inputs applied for Level 3 fair value measurement
Financial Instruments
Valuation Technique and Inputs
Unlisted equity
securities
Market approach. Fair values are determined based on
observable and comparable companies’ fair values at the end
of the reporting period, adjusted by price earnings ratio and
price-to-book ratio of the investees.
Net asset method. Fair values are determined based on the
book value of companies.
Discounted cash flow. Present values are determined based on
future cash flows discounted at market yield.
Contingent consideration The estimated fair value is discounted according to the
probability of reaching the agreed conditions and based on
the credit risk discount rate and other information.
c. Categories of financial instruments
Financial assets
Financial assets at amortized cost
Cash and cash equivalents
Contract assets - current
Notes receivable and trade receivables (including
related parties)
December 31
2023
2022
$ 16,347,012
996,025
$ 19,438,759
3,022,237
15,912,283
21,832,312
(Continued)
258
Finance lease receivables (current and non-current)
Other receivables
Other financial assets
Refundable deposits
Financial assets at amortized cost - (current and
non-current)
Derivative financial assets for hedging (current and
non-current)
Financial assets at FVTPL (current and non-current)
Financial assets at FVTOCI (current and non-current)
Financial liabilities
December 31
2023
2022
602,523
3,707,450
788,894
158,940
662,543
3,857,091
505,340
288,948
185,340
191,444
399,880
2,772,592
18,823,172
165,019
2,647,386
12,342,232
Financial liabilities at FVTPL (current and non-current) $
Derivative financial liabilities for hedging (current and
non-current)
Financial liabilities at amortized cost
507,175
$
427,964
8,583
222,272
Short-term borrowings
Contract liabilities
Notes payable and trade payables
Other payables
Bonds payable
Long-term borrowings (including current portion)
Long-term notes and bills payable
Deposits received (recorded under other current and
non-current liabilities)
11,508,074
13,828
16,708,534
12,069,796
13,053,345
33,463,012
2,998,822
17,120,571
6,014
18,088,851
15,315,705
7,841,115
41,929,909
1,497,914
421,207
385,210
(Concluded)
d. Financial risk management objectives and policies
The Group’s major financial instruments included equity and investments, borrowings, trade
receivables, and trade payables. The Group’s corporate treasury function provides services to
the business, coordinates access to domestic and international financial markets, and monitors
and manages the financial risks relating to the operations of the Group through internal risk
reports that analyze exposures by degree and magnitude of risks. These risks include market
risk, credit risk and liquidity risk.
The Group seeks to minimize the effects of these risks by using derivative financial
instruments to hedge risk exposures. The use of financial derivatives is governed by the
Group’s policies approved by the board of directors, which provides written principles on
foreign exchange risk, interest rate risk and credit risk, the use of financial derivatives and
non-derivative financial instruments, and the investment of excess liquidity. Compliance with
policies and exposure limits is reviewed by the internal auditors on a continuous basis. The
Group did not enter into or trade financial instruments for speculative purposes.
1) Market risk
The Group’s activities exposed is primarily to the financial risks of changes in foreign
currency exchange rates and interest rates. The Group entered into foreign exchange
259
Financial Information
forward contracts and interest rate swaps contracts to hedge foreign currency risk and
interest rate risk.
There has been no change to the Group’s exposure to market risks or the manner in which
these risks were managed and measured.
a) Foreign currency risk
The Group has foreign currency sales and purchases, which exposed the Group to
foreign currency risk. Exchange rate exposures were managed within approved policy
parameters utilizing foreign exchange forward contracts.
It is the Group’s policy to make the terms of the derivatives instruments match the
terms of the hedged items and to maximize the hedge effectiveness.
The carrying amounts of the Group’s foreign currency denominated monetary assets
and monetary liabilities (including those eliminated on consolidation) at the end of the
period are set out in Note 42.
The carrying amounts of the Group’s derivatives exposed to foreign currency risk at
the end of the reporting period were as follows:
Assets
U.S. dollar
Euro
Liabilities
U.S. dollar
Euro
December 31
2023
2022
$ 4,421,152
359,254
$ 3,798,744
1,432,653
7,384,553
1,384,234
2,381,338
310,405
Sensitivity analysis
The Group is mainly exposed to the U.S. dollars.
The following table details the Group’s sensitivity to a 1% increase and decrease in
the New Taiwan dollar (i.e. functional currency) against the relevant foreign
currencies. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the end of the year for a
1% change in foreign currency rates.
U.S. Dollar Impact
For the Year Ended December 31
2023
2022
Profit or loss
$ (7,987)
$ (7,848)
260
Euro Dollar Impact
For the Year Ended December 31
2023
2022
$ (4,896)
$ 23,330
Profit or loss
Hedge accounting
The Group’s hedging strategy is to enter into foreign exchange forward contracts and
foreign-currency deposits to avoid the exposure of its foreign currency receipts and
payments and to the exchange rate and the procurement of significant capital
expenditures in foreign currency. Those transactions are designated as cash flow
hedges. When forecast purchases actually take place, basis adjustments are made to
the initial carrying amounts of non-financial hedged items when the anticipated
purchases take place.
December 31, 2023
Hedging Instrument/
Hedged Items
Notional
Amount
Line Item in
Balance Sheet
Carrying Amount
Asset
Liability
Cash flow hedges
Foreign exchange forward
contracts/Forecast purchases
Hedging foreign-currency
deposits/Forecast purchases
NT$727,420/
EUR21,666
EUR10,195
Financial liability
for hedging
Financial assets
for hedging
$
-
$
4,966
346,441
-
Change in Fair
Value of Hedging
Instruments
Used for
Calculating
Change in Fair
Value of Hedged
Items Used for
Calculating
Hedging Instrument/
Hedged Items
Hedge
Ineffectiveness
Hedge
Ineffectiveness
Balance in Other Equity
Hedge
Accounting No
Longer Applied
Continuing
Hedges
Cash flow hedges
Foreign exchange forward
contracts/Anticipated equipment
purchase payment
Hedging foreign-currency
deposits/Anticipated equipment
purchase payment
$ (4,966)
$ 4,966
$
(4,966)
$
3,655
(3,655)
3,655
-
-
For the year ended December 31, 2023
Amount Reclassified to P/L and
Adjusted Line Item
Hedging Gains
(Losses)
Recognized in
OCI
Amount of
Hedge
Ineffectiveness
Recognized in
Profit or Loss
Line Item in
Which Hedge
Ineffectiveness
is Included
Due to Hedged
Item Affecting
P/L
Due to Hedged
Future Cash
Flows No
Longer
Expected to
Occur
$ (1,311)
$
-
$
-
$
-
$
-
Comprehensive Income
Cash flow hedges
Anticipated equipment
purchase payment
261
Financial Information
The key terms of forward foreign exchange contracts outstanding as of the balance
sheet date, which have not yet matured, are as follows:
Currency
Maturity Date
Contract Amount
(In Thousands)
December 31, 2023
Foreign exchange
EUR/NTD
forward contracts
2024.07.31-202
6.02.26
EUR21,666/NTD727,420
b) Interest rate risk
The Group was exposed to interest rate risk because entities in the Group borrow
funds at both fixed and floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with
exposure to interest rates at the end of the year were as follows:
Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
Sensitivity analysis
December 31
2023
2022
$
184,613
13,053,345
$
189,242
7,841,115
727
50,598,580
2,202
65,924,130
The sensitivity analysis below was determined based on the Group’s exposure to
interest rates for financial instruments at the end of the year. For floating rate
liabilities, the analysis was prepared assuming the amount of each liability outstanding
at the end of the year was outstanding for the whole year.
If interest rates had been 1% basis points higher and all other variables were held
constant, the Group’s pre-tax profit for the years ended December 31, 2023 and 2022
would have decreased by NT$506,015 thousand and NT$660,201 thousand,
respectively.
Hedge accounting
The Group entered into interest rate swap contracts to mitigate the risk of changes in
interest rates on cash flow exposure related to its outstanding variable rate debt.
Interest rate swaps are settled on a contract basis. The floating rate on interest rate
swaps is Euro Interbank Offered Rate (Euribor). The Group will settle the difference
between the fixed and floating interest rates on a net basis.
The following tables summarize the information relating to the hedges for interest rate
risk.
262
For the year ended December 31, 2023
Contract
Currency
Amount
Maturity
Range of Interest
Rates Paid
Range of
Interest
Rates
Received
Line Item in
Balance Sheet
Carrying Amount
Asset
Liability
Change in
Value Used for
Calculating
Hedge
Ineffectiveness
Hedging
Instrument
Cash flow hedges
Interest rate swap
EUR
$ 104,643
contracts
2024.12.30-
2030.12.18
-0.255%-3.803%
Note
Financial assets
$
1,573
$
-
$
-
for hedging
For the year ended December 31, 2022
Contract
Currency
Amount
Maturity
Range of Interest
Rates Paid
Range of
Interest
Rates
Received
Line Item in
Balance Sheet
Carrying Amount
Asset
Liability
Change in
Value Used for
Calculating
Hedge
Ineffectiveness
Hedging
Instrument
Cash flow hedges
Interest rate swap
EUR
$
95,177
2023.05.31-
2030.12.18
-0.255%-3.120%
Note
Financial assets
$
5,043
$
-
$
-
for hedging
It is the three months interest rate of Euro Interbank Offered Rate (Euribor) on
the second business day before the issuance date.
contracts
Note:
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in a financial loss to the Group. As of the end of the reporting period, the
Group’s maximum exposure to credit risk, which would cause a financial loss to the
Group due to the failure of the counterparty to discharge its obligation and due to financial
guarantees provided by the Group, could be equal to the total of the following:
a) The carrying amount of the respective recognized financial assets as stated in the
condensed balance sheets; and
b) The maximum amount the entity would have to pay if the financial guarantee is called
upon, irrespective of the likelihood of the guarantee being exercised.
The Group adopted a policy of only dealing with creditworthy counterparties and
obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of
financial loss from defaults. The Group’s exposure and the credit ratings of its
counterparties are continuously monitored, and the aggregate value of transactions
concluded is spread amongst the approved counterparties. Credit exposure is controlled by
setting credit limits that are reviewed and approved by the risk management committee
annually.
In order to minimize credit risk, the management of the Group has delegated a team
responsible for the determination of credit limits, credit approvals and other monitoring
procedures to ensure that follow-up action is taken to recover overdue receivables. In
addition, the Group reviews the recoverable amount of each individual trade receivables at
the end of the reporting period to ensure that adequate impairment losses are made for
irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s
credit risk was significantly reduced.
263
Financial Information
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash
equivalents deemed adequate to finance the Group’s operations and mitigate the effects of
fluctuations in cash flows. In addition, management monitors the utilization of bank
borrowings and ensures compliance with loan covenants.
a) The following table details the Group’s expected maturities for its non-derivative
financial liabilities with agreed upon repayment periods.
December 31, 2023
Non-derivative
financial liabilities
1 Year
1-2 Years
2-5 Years
5+ Years
Total
Variable interest rate
liabilities
Lease liabilities
Fixed interest rate
liabilities
Non-interest bearing
liabilities
$ 15,675,226 $
4,932,019 $ 27,212,466 $
303,890
317,576
552,859
2,778,869 $ 50,598,580
3,508,818
2,334,493
101,940
101,940
10,549,465
2,300,000
13,053,345
26,378,229
61,207
2,744,790
26,885
29,211,111
$ 42,459,285 $
5,412,742 $ 41,059,580 $
7,440,247 $ 96,371,854
December 31, 2022
Non-derivative
financial liabilities
1 Year
1-2 Years
2-5 Years
5+ Years
Total
Variable interest rate
liabilities
Lease liabilities
Fixed interest rate
liabilities
Non-interest bearing
liabilities
$ 23,605,356 $ 13,379,779 $ 28,258,134 $
254,655
454,115
617,027
680,861 $ 65,924,130
3,265,326
1,939,529
98,160
98,160
7,644,795
-
7,841,115
28,275,365
75,051
59,111
2,546,847
30,956,374
$ 52,233,536 $ 14,007,105 $ 36,579,067 $
5,167,237 $ 107,986,945
b) The Group’s expected maturities for its derivative financial instruments with agreed
upon settlement dates were as follows:
December 31, 2023
Net settled
On Demand or
Less Than
1 Month
1-3 Months
3 Months to
1 Year
1-5 Years
5+ Years
Total
Commodity futures contracts
Foreign exchange forward contracts
Exchange rate swap contracts
Interest rate swap contracts
Gas swap contracts
Electricity swap contracts
Futures options
$ 27,368
(13,465 )
4,468
-
(1,100 )
(216 )
-
$ 34,910
$
(2,631 )
(11,173 )
-
(1,171 )
(378 )
10,142
6,346
(2,207 )
$
-
$
(2,705 )
-
-
-
(751 )
-
-
48,415
-
-
-
-
-
-
5,024
-
-
-
$ 68,624
(21,008 )
(6,705 )
53,439
(2,271 )
(1,345 )
10,142
$ 17,055
$ 29,699
$
3,388
$ 45,710
$ 5,024
$ 100,876
264
December 31, 2022
Net settled
On Demand or
Less Than
1 Month
1-3 Months
3 Months to
1 Year
1-5 Years
5+ Years
Total
Commodity futures contracts
Foreign exchange forward contracts
Exchange rate swap contracts
Interest rate swap contracts
Gas swap contracts
Futures options
$ (44,810 )
(26,741 )
(22,113 )
-
(74,893 )
-
$ 15,096
6,844
-
2
(122,352 )
7,629
$
8,525
(1,573 )
-
20,615
(25,027 )
-
$
-
-
-
116,738
-
-
$
-
-
-
27,666
-
-
$ (21,189 )
(21,470 )
(22,113 )
165,021
(222,272 )
7,629
$ (168,557 )
$ (92,781 )
$
2,540
$ 116,738
$ 27,666
$ (114,394 )
e. Transfers of financial assets
1) Transfers of financial assets with recourse
The Group discounted trade receivables with an aggregate carrying amount of $364,741
thousand, to banks during 2023. According to the contract, if the trade receivables are not
recoverable at maturity, the banks have the right to require that the Group pay the
unsettled balance. As the Group has not transferred the significant risks and rewards
relating to the trade receivables, the Group continues to recognize the full carrying
amounts of the trade receivables and treats the trade receivables that have been transferred
to banks as collateral for borrowings. Refer to Note 23.
As of December 31, 2023, the carrying amount of these trade receivables that have been
transferred but not derecognized was 67,382 thousand, and the carrying amount of the
related liabilities was $17,408 thousand.
2) Transfers of financial assets without recourse
The relevant information of the Group’s sales of trade receivables were as follows:
Receivables
Factoring
Proceeds
Amount
Reclassified
to Other
Receivables
Advances
Received -
Unused
Advances
Received -
Used
Counterparty
December 31, 2023
CTBC bank
$ 144,250 $ 20,318 US$ 2,700 $
-
December 31, 2022
CTBC bank
$ 151,902 $ 18,449 US$ 2,700 $
-
Annual
Interest
Rates on
Advances
Received
(Used) (%)
-
-
38. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties of
WLC, have been eliminated on consolidation and are not disclosed in this note. Details of
transactions between the Group and other related parties are disclosed as below:
265
Financial Information
a. Related party name and category
Related Party Name
Related Party Category
Winbond Electronics Corp.
Walsin Technology Corp.
Walton Advanced Engineering, Inc.
Chin-Xin Investment Co., Ltd.
Changzhou China Steel Precision Materials Co., Ltd.
Hangzhou Walsin Power Cable & Wire Co., Ltd.
Tsai Yi Corporation
Nuvoton Technology Corporation
Prosperity Dielectrics Co., Ltd.
PT. Westrong Metal Industry
Innovation West Mantewe Pte. Ltd.
HannStar Display Corp.
Kuang Tai Metal Industrial Co., Ltd.
HannStar Board Tech. (Jiangyin) Corp
HannStar Board Corp.
Global Brands Manufacture Ltd.
Info-Tek Corp.
Hwa Bao Botanic Conservation Corp.
HannsTouch Holdings Company
TCC Energy Storage Technology Corporation
Trefilados Inoxidables de Mexico, S.A. De C.V.
Ferriere di Stabio SA
Novametal SA
Novametal do Brasil LTDA
Wire Products Stainless Steel PTY Ltd
T.D.V. Trefileries des Vosges SA
Novametal Europe Srl
Novametal USA
Dongguan Novametal Wire Co., LTD
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
b. Sales
Associates
Other related parties
For the Year Ended December 31
2023
2022
$
635,432
4,997,847
$
22,653
1,452,637
$ 5,633,279
$ 1,475,290
266
c. Rental income
Associates
Other related parties
d. Purchases of goods
Associates
Other related parties
e. Administrative expenses
Associates
Other related parties
For the Year Ended December 31
2023
2022
$
48,748
1,135
$
48,329
1,135
$
49,883
$
49,464
For the Year Ended December 31
2023
2022
$
8,479
338,496
$
58,289
4,308
$
346,975
$
62,597
For the Year Ended December 31
2023
2022
$
15,511
15,756
$
15,053
13,630
$
31,267
$
28,683
The share registration matters of WLC and related parties were handled together. The related
fees allocated to the related parties were charged against general and administrative expenses.
f. Dividend income
HannStar Board Corp.
HannStar Display Corp.
Other related parties
g. Notes receivable
For the Year Ended December 31
2023
2022
$
$
153,009
-
5,779
140,259
298,293
7,705
$
158,788
$
446,257
December 31
2023
2022
Associates
$
2,892
$
9,332
267
Financial Information
h. Trade receivables
Associates
Other related parties
i. Notes payable
Associates
j. Trade payables
Associates
Other related parties
k. Other receivables (excluding financing provided)
Associates
Other related parties
l. Financing provided
December 31
2023
2022
$
111,941
497,188
$
2,481
42,651
$
609,129
$
45,132
December 31
2023
2022
$
-
$
16,553
December 31
2023
2022
$
$
-
1,161
$
1,161
$
225
504
729
December 31
2023
2022
$
16,089
3,698
$
13,056
3,062
$
19,787
$
16,118
Financing provided for the years ended December 31, 2023 and 2022 were as follows:
Related Parties
For the Year Ended December 31, 2023
Highest
Balance for
the Period
Ending
Balance
Interest
Income
Interest Rate
Hangzhou Walsin Power
Cable & Wire Co., Ltd.
361,396
PT. Westrong Metal Industry $ 6,458,450
Innovation West Mantewe
$
$ 346,819 $ 15,579
$
- $ 168,250 7.75%-7.99%
4.35%
Pte. Ltd.
$
664,713
$ 147,384 $
1,992
7.99%
268
Related Parties
For the Year Ended December 31, 2022
Highest
Balance for
the Period
Ending
Balance
Interest
Income
Interest
Rate
Hangzhou Walsin Power
Cable & Wire Co., Ltd.
360,721
PT. Westrong Metal Industry $ 2,780,100
$
m. Guarantee deposits
Associates
Other related parties
352,747
$
$ 1,228,400
$ 15,563
463
$
4.35%
6.79%
December 31
2023
2022
$
$
7,362
282
7,362
282
$
7,644
$
7,644
n. Disposal of property, plant and equipment
For the Year Ended December 31
2023
2022
Price
Gain on
Disposals
Price
Gain on
Disposals
Hwa Bao Botanic
Conservation Corp. $
-
$
-
$
128,800
$
78,443
The above transaction prices were determined with reference to the transaction prices of
similar real estate in the vicinity and professional valuation reports.
o. Remuneration of key management personnel
The remunerations of directors and key executives were as follows:
Short-term employee benefits
Post-employment benefits
December 31
2023
2022
$
137,274
1,301
$
265,970
1,299
$
138,575
$
267,269
The remuneration of directors and key executives, as determined by the remuneration
committee, is based on the performance of individuals and market trends.
269
Financial Information
39. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collaterals for bank borrowings, tariff guarantee for
imported raw material and the deposits for completing constructions and futures:
December 31
2023
2022
Refundable deposits (recorded under other financial assets
- current)
$
2,348
$
303,146
Restricted deposits (recorded under other financial assets -
current)
Pledged time deposits (recorded under other financial
assets - other)
Restricted deposits (recorded under other financial assets -
other)
Finance lease receivables
Long-term finance lease receivables
Refundable deposits
Discounted notes receivable
Trade receivables
Property, plant and equipment
106,946
202,194
1,427
1,439
10,838
62,067
540,456
62,080
-
67,382
77,290
11,023
60,020
602,523
51,986
1,554,013
-
79,052
$
930,834
$ 2,865,396
40. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant contingencies and unrecognized
commitments of the Group at December 31, 2023 and 2022 were as follows:
a. Outstanding letters of credit not reflected in the consolidated financial statements as of
December 31, 2023 and 2022 were as follows (in thousands):
U.S. dollar
Japanese yen
Euro
Renminbi
New Taiwan dollar
December 31
2023
2022
9,130
US$
JPY 107,111
EUR 12,626
2,189
RMB
43,944
NT$
3,186
US$
JPY
54,144
EUR 34,490
2,189
RMB
20,939
NT$
b. Outstanding standby letters of credit and bid bonds of contingent liabilities not reflected in the
consolidated financial statements were as follows (in thousands):
New Taiwan dollar
U.S. dollar
Renminbi
270
December 31
2023
2022
NT$ 846,165
US$
30
RMB 47,586
NT$ 841,035
US$
30
RMB 16,884
c. Based on tariff and relevant regulations, the Group issue tariff letters of credit to import goods
and to meet the needs of post-release duty payment. The amount of tariff letters of credit were
as follows:
New Taiwan dollar
NT$ 458,000
NT$ 496,000
d. Non-cancelable raw material procurement contracts were as follows:
December 31
2023
2022
U.S. dollar
Renminbi
December 31
2023
2022
US$
27,839
RMB 133,299
US$
43,926
RMB 85,530
e. The Group entered into a contract for the construction of new plants on the Group’s own land,
the purchase of machinery and equipment, and technique licensing and authorization
agreements. The amount of the unrecognized commitments was as follows:
New Taiwan dollar
U.S. dollar
Renminbi
Euro
Japanese yen
Indonesian rupiah
December 31
2023
2022
NT$ 5,844,284 NT$ 2,237,159
US$
72,295
33,842 US$
RMB 780,991 RMB 780,815
70,927
171,579 EUR
EUR
11,680
- JPY
JPY
IDR 87,029,254 IDR 89,743,621
41. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
In August 2023, the board of directors of WLC resolved to acquire 75% of the shares of Berg
Holding Limited at a consideration of US$118,500 thousand. This transaction caused the Group to
increase its shareholding percentage in the subsidiary PT. Sunny Metal Industry from 50.10% to
79.61%. The Group completed the transaction in January 2024. According to IFRS 3 “Business
Combination”, it was determined not a business and should be accounted for as an acquisition of
assets.
In August 2023, the board of directors of WLC resolved to dispose of the entire 29.5% shares of
the associate PT. Westrong Metal Industry for a consideration of US$146,000 thousand, and the
transaction was completed in January 2024.
On January and February 2024, the board of directors of WLC resolved to acquire 65% shares of
Com.Steel Inox S.p.A. and 100% shares of Mannesmann Stainless Tubes GmbH for a
consideration of no more than 28,000 thousand Euros and no more than 135,000 thousand Euros,
respectively. As of the issuance date of the consolidated financial report, the transactions have not
been completed.
271
Financial Information
42. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES
The Group’s significant financial assets and liabilities dominated in foreign currencies aggregated
by the foreign currencies other than functional currencies of the entities in the Group and the
related exchange rates between the foreign currencies and the respective functional currencies
were as follows:
December 31, 2023
Financial assets
Monetary items
U.S. dollar
Japanese yen
Euro
Singapore dollar
Renminbi
Indonesian rupiah
Korean won
Non-monetary items
U.S. dollar
Renminbi
Financial liabilities
Monetary items
U.S. dollar
Renminbi
Indonesian rupiah
Non-monetary items
U.S. dollar
December 31, 2022
Financial assets
Monetary items
U.S. dollar
Japanese yen
Euro
Hong Kong dollar
Australian dollar
Singapore dollar
272
Foreign
Currency
Exchange Rate
Carrying
Amount
$
226,235
635,549
16,337
2,675
2,773
1,439,843,510
983,701
39,447
6,461
$
30.7050
0.2172
33.98
23.2900
4.33524
0.00198
0.02391
30.705
4.33524
6,946,546
138,041
555,131
62,301
12,022
2,850,890
23,520
1,211,220
28,010
155,735
334,843
257,409,522
30.705
4.33524
0.00198
4,781,843
1,451,625
509,671
1,450
30.705
44,522
Foreign
Currency
Exchange Rate
Carrying
Amount
$
575,500
236,526
37,125
2,505
1,298
5,432
$
30.7100
0.2324
32.7200
3.9380
20.8300
22.8800
17,673,605
54,969
1,214,730
9,865
27,037
124,284
(Continued)
Indonesian rupiah
Renminbi
Korean won
Turkish lira
Financial liabilities
Monetary items
U.S. dollar
Euro
Renminbi
Swiss franc
Indonesian rupiah
Non-monetary items
U.S. dollar
Renminbi
Foreign
Currency
Exchange Rate
Carrying
Amount
$ 2,267,040,632
21,137
394,230
6,605
$
0.00198
4.40934
0.02457
1.643167
4,488,740
93,200
9,686
10,854
645,822
121
406,181
17
300,118,783
1,677
233
30.7100
32.7200
4.40934
33.2050
0.00198
30.7100
4.40934
19,833,194
3,959
1,790,990
564
594,235
51,501
1,027
(Concluded)
For the years ended December 31, 2023 and 2022, realized and unrealized net foreign exchange
(losses) gains were NT$(240,593) thousand and NT$1,748,708 thousand, respectively. It is
impractical to disclose net foreign exchange gains (losses) by each significant foreign currency
due to the variety of the foreign currency transactions and functional currencies in the Group.
43. SEPARATELY DISCLOSED ITEMS
a. Information on significant transactions and information on investees:
1) Financing provided to others (Table 1)
2) Endorsements/guarantees provided (Table 2)
3) Marketable securities held (Table 3)
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million
or 20% of the paid-in capital (Table 4)
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the
paid-in capital (Table 5)
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the
paid-in capital (None)
7) Total purchases from or sales to related parties amounting to at least NT$100 million or
20% of the paid-in capital (Table 6)
8) Receivables from related parties amounting to at least NT$100 million or 20% of the
paid-in capital (Table 7)
273
Financial Information
9) Trading in derivative instrument (Notes 7 and 8)
10) Information on investees (Table 8)
11) Intercompany relationships and significant intercompany transactions (Table 10)
b. Information on investments in mainland China:
1) Information on any investee company in mainland China, showing the name, principal
business activities, paid-in capital, method of investment, inward and outward remittance
of funds, ownership percentage, net income of investees, investment income or loss,
carrying amount of the investment at the end of the year, repatriations of investment
income, and limit on the amount of investment in the mainland China area (Table 9)
2) Any of the following significant transactions with investee companies in mainland China,
either directly or indirectly through a third party, and their prices, payment terms, and
unrealized gains or losses (Table 10):
a) The amount and percentage of purchases and the balance and percentage of the related
payables at the end of the year;
b) The amount and percentage of sales and the balance and percentage of the related
receivables at the end of the year;
c) The amount of property transactions and the amount of the resultant gains or losses;
d) The balance of negotiable instrument endorsements or guarantees or pledges of
collateral at the end of the year and the purposes;
e) The highest balance, the ending period balance, the interest rate range, and total
current period interest with respect to the financing of funds; and
f) Other transactions that have a material effect on the profit or loss for the year or on the
financial position, such as the rendering or receipt of services.
c. Information of major shareholders: List all shareholders with ownership of 5% or greater
showing the name of the shareholder, the number of shares owned, and percentage of
ownership of each shareholder (Table 11)
44. SEGMENT INFORMATION
a. Basic information
1) Classification
Information reported to the chief operating decision maker for the purpose of resource
allocation and assessment of segment performance focuses on the types of goods or
services delivered or provided. Specifically, the Group’s reportable segments were as
follows:
274
a) Wires and cables
The segment’s main products include copper rods, wires, connector and components
which are sold to industries involving cables and wires, communications cable, heavy
electronics, home electrical appliances and construction.
b) Stainless steel
The segment’s main products include smelting, rolled stainless steel, carbon steel and
precision alloy wire which are sold to industries involving construction components,
crankshaft, machine tools, plumbing, heat exchanger, drainage, petrochemical and
construction.
c) Resource
The segment’s main business include nickel pig iron, sales of stainless steel products
as an agent in Taiwan and important metal procurement and hedging.
d) Real estate
Real estate is responsible for the development of commercial and real estate complex
and real estate management. Furthermore, the modes of operation are the construction
of residences, offices, markets and hotels, and the offering of rental space, operating
management and after-sales services.
e) Administration and investing
The segment of administration and investing refers to other investment in mainland
China.
2) Estimates of operating segment income and expenses, assets and liabilities
Accounting policies of operating segments are the same as those summarized in Note 4.
Sales and transfers between segments are treated as transactions with third parties and
evaluated at fair value.
The Group does not allocate income tax expense (benefit), investment income (loss)
recognized under equity method, foreign exchange gain (loss), net investment income
(loss), gain (loss) on disposal of investments, gain (loss) on valuation of financial assets
and liabilities and extraordinary items to reportable segments. The amounts reported are
consistent with the report used by chief operating decision makers.
3) Identification of operating segment
The reported segments of the Group are strategic business units, providing different
products and services. They are managed separately because they use different
technologies and sales strategies.
275
Financial Information
b. Financial information
1) Segment revenues and results:
Wires and Cables
Stainless Steel
Resource Business
Real Estate
(NT$ in Thousand)
Administration
and Investing
Total
$ 45,292,955
3,207,499
$ 94,542,646
622,917
$ 41,555,782
4,413,465
$
2,129,913
(54,498 )
$
6,318,330
(1,948,617 )
$ 189,839,626
6,240,766
(1,594,224 )
528,869
513,679
(11,472 )
965,914
(240,593 )
169,525
12,427
853,507
$
7,438,398
$ 58,861,592
2,983,318
$ 79,025,174
4,463,460
$ 23,469,051
7,011,709
$
1,972,699
94,428
$ 17,072,203
(5,054,201 )
$ 180,400,719
9,498,714
(586,922 )
3,607,040
766,857
68,051
7,210,043
1,748,708
265,134
(87 )
824,475
$ 23,402,013
For the year ended December 31, 2023
Revenue from external customers
Segment profit (loss)
Net non-operating income (expenses)
Net interest (expenses) income
Share of profit of associates accounted
for using the equity method
Dividend income
Loss on disposal of property, plant and
equipment
Gain on disposal of investments
Foreign exchange (loss) gain
Gain on financial assets and liabilities
at fair value through profit or loss
Reversal of impairment loss
Net other income
Consolidated income before income tax
For the year ended December 31, 2022
Revenue from external customers
Segment profit (loss)
Net non-operating income (expenses)
Net interest (expenses) income
Share of profit of associates accounted
for using the equity method
Dividend income
Gain on disposal of property, plant and
equipment
Gain on disposal of investments
Foreign exchange gain
Gain on financial assets and liabilities
at fair value through profit or loss
Impairment loss
Net other income
Consolidated income before income tax
2) Segment assets and liabilities
Wires and Cables
Stainless Steel
Resource
Real Estate
Administration
and Investing
Total
Segment assets
December 31, 2023
December 31, 2022
$
9,198,949
9,871,071
$ 81,818,015
45,004,557
$ 49,013,066
43,443,642
$ 29,197,011
30,296,978
$ 97,142,990
128,291,493
$ 266,370,031
$ 256,897,741
Segment liabilities
December 31, 2023
December 31, 2022
4,722,379
5,690,853
47,929,981
26,924,149
11,434,154
27,486,296
14,924,345
15,638,505
32,909,859
46,948,815
$ 111,920,718
$ 122,688,618
276
3) Geographical information
The Group’s non-current assets (exclude financial instruments, deferred tax assets and
post-employment benefit assets) and revenue from single geographical location are
detailed below.
Revenue from External
Customers (Note)
2023
2022
Non-current Assets
December 31
2023
2022
Asia
United States of
America
Europe
Others
$ 154,395,268 $ 155,926,113 $ 97,553,322 $ 89,595,772
9,663,309
23,592,668
2,188,381
18,346,783
4,040,919
2,086,904
50,225
13,476,703
-
240,378
5,880,861
-
$ 189,839,626 $ 180,400,719 $ 111,080,250 $ 95,717,011
Note: Revenue from external customers is classified by geographical location.
4) Information about major customers
No single customer contributed 10% or more to the Group’s revenue for both 2023 and
2022.
277
2
7
8
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In thousands of New Taiwan Dollars and U.S. Dollars)
TABLE 1
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending
Balance
Actual
Amount
Borrowed
Interest
Rate (%)
Nature of
Financing
Business
Transaction
Amount
Reasons for
Short-term
Financing
Allowance
for
Impairme
nt Loss
Collateral
Item
Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
0 Walsin Lihwa
Corporation
PT. Sunny Metal
Other receivables
Yes
Industry
PT. Westrong
Metal Industry
Other receivables
Yes
Borrego Energy
Other receivables
Yes
Holdings, LLC
& Borrego
Energy, LLC
$
(US$
(US$
(US$
7,642,860
250,750)
2,766,600
90,000)
1,562,750
50,000)
Notes:
$
(US$
-
- )
-
- )
1,535,250
(US$ 50,000 )
(US$
$
(US$
-
- )
-
- )
875,093
(US$ 28,500 )
(US$
-
-
Operating capital $
Operating capital
- Equipment
purchase
- Equipment
purchase
$
-
-
-
-
6.20 Operating capital
- Operating capital
- Promissory
note and
property
$
- $
56,324,126
$
56,324,126
-
56,324,126
56,324,126
1,349,627
56,324,126
56,324,126
1. According to the financing regulations provided by Walsin Lihwa Corporation, the total limit on the amount of financing provided to a subsidiary whose equity is 100% owned, directly or indirectly by WLC cannot exceed 40% of the equity presented in the
consolidated financial statements of Walsin Lihwa Corporation.
a. The limit on the amount of financing provided to a single enterprise was as follows:
PT. Sunny Metal Industry, PT. Westrong Metal Industry and Borrego Energy Holdings, LLC & Borrego Energy, LLC = $140,810,315 × 40% = $56,324,126.
b. The limit on the amount of financing provided was as follows:
The limit on the amount of financing provided = $140,810,315 × 40% = $56,324,126.
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars.
3. The currency exchange rate as of December 31, 2023 was as follows: US$ to NT$ = 1:30.705.
WALSIN LIHWA HOLDINGS LIMITED AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi)
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance
Actual Amount
Borrowed
Interest
Rate (%)
Nature of
Financing
Business
Transaction
Amount
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral
Item Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
TABLE 1-1
Other receivables
Yes
$
(RMB
361,396
80,000)
$
(RMB
346,819
80,000)
$
(RMB
346,819
80,000)
4.35 Operating capital
$
- Operating capital $
Other receivables
Yes
8,583,155
(RMB 1,900,000)
8,236,956
(RMB 1,900,000)
4,365,140
(RMB 1,006,897)
3.50 Operating capital
- Operating capital
-
$
-
$
(RMB
402,718
92,894)
$
(RMB
402,718
92,894)
1 Walsin (China)
Investment
Co., Ltd.
Hangzhou Walsin
Power Cable &
Wire Co., Ltd.
Walsin (Nanjing)
Development
Co., Ltd.
Yantai Walsin
Stainless Steel
Co., Ltd.
Specialty Alloy
Materials Co.,
Ltd.
Changshu Walsin
Specialty Steel
Co., Ltd.
Dongguan Walsin
Wire & Cable
Co., Ltd.
Other receivables
Yes
Jiangyin Walsin
Other receivables
Yes
16,700,430
(US$
320,000)
(RMB 1,400,000)
1,910,870
(US$
45,000)
(RMB 100,000)
15,894,936
(US$
320,000)
(RMB 1,400,000)
1,815,249
(US$
45,000)
(RMB 100,000)
5,521,518
173,922)
41,807)
1,363,670
44,412)
-)
(US$
(RMB
(US$
(RMB
3.20-4.82 Operating capital
- Operating capital
3.20-4.82 Operating capital
- Operating capital
Other receivables
Yes
Other receivables
Yes
2,524,740
(US$
50,000)
(RMB 200,000)
810,625
25,000)
(US$
2,402,298
(US$
50,000)
(RMB 200,000)
767,625
25,000)
(US$
(US$
(RMB
(US$
699,368
22,777)
-)
607,683
19,791)
3.20-4.82 Operating capital
- Operating capital
4.82 Operating capital
- Operating capital
Jiangyin Walsin
Other receivables
Yes
Steel Cable Co.,
Ltd.
XiAn Walsin Metal
Product Co., Ltd.
Other receivables
Yes
2 Dongguan
Walsin (China)
Other receivables
Yes
Walsin Wire &
Cable Co., Ltd.
Investment Co.,
Ltd.
3 Walsin
Walsin (China)
Other receivables
Yes
1,453,613
(US$
10,000)
(RMB 250,000)
836,194
190,000)
(US$
1,390,860
(US$
10,000)
(RMB 250,000)
823,696
190,000)
(US$
(US$
(RMB
(US$
305,882
-)
70,557)
790,917
182,439)
3,388,088
(RMB 750,000)
3,251,430
(RMB 750,000)
1,195,408
(RMB 275,742)
19,655,826
400,000)
(US$
(RMB 1,480,000)
18,698,155
400,000)
(US$
(RMB 1,480,000)
11,567,051
274,070)
(US$
(RMB 727,000)
3.20-4.82 Operating capital
- Operating capital
1.35 Operating capital
- Operating capital
2.00 Operating capital
- Operating capital
2.80-4.65 Operating capital
- Operating capital
-
-
International
Investments
Limited
Investment Co.,
Ltd.
Walsin Lihwa
Corporation
PT. Walsin Nickel
Industrial
Indonesia
Other receivables
Yes
Other receivables
Yes
19,455,000
600,000)
3,048,000
100,000)
(US$
(US$
18,423,000
600,000)
-
-)
(US$
(US$
(US$
(US$
3,193,320
104,000)
-
-)
5.36 Operating capital
- Operating capital
-
Operating capital
- Operating capital
PT. Sunny Metal
Other receivables
Yes
Industry
2,431,875
75,000)
(US$
1,228,200
40,000)
(US$
1,227,832
39,988)
(US$
7.09-7.55 Operating capital
- Operating capital
2
7
9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
56,324,126
6,599,800
(RMB 1,522,361)
6,599,800
(RMB 1,522,361)
6,599,800
(RMB 1,522,361)
6,599,800
(RMB 1,522,361)
(Continued)
2
8
0
Notes:
1. According to the financing regulations provided by Walsin (China) Investment Co., Ltd., Dongguan Walsin Wire & Cable Co., Ltd. and Walsin International Investments Ltd., the total limit on the amount of the financing provided to WLC or a overseas
subsidiary whose equity is 100%-owned, directly or indirectly by WLC cannot exceed 40% of the equity of the parent company as presented in the consolidated financial statements of Walsin Lihwa Corporation. The limit on the amount of financing provided to a
subsidiary whose equity is less than 100%-owned, directly or indirectly by WLC, cannot exceed 40% of the parent company’s equity as presented in its the consolidated financial statements of a subsidiary. If the financing is a one-time funding, the amount for an
individual loan shall not exceed 40 % of the financing company’s equity as stated in the financing company’s latest consolidated financial statements. If it is a revolving funding, the amount for an individual loan shall not exceed 10 % of the financing company’s
equity in the financing company’s latest consolidated financial statements.
a. The limit on the amount of financing provided to a single enterprise was as follows:
Jiangyin Walsin Steel Cable Co., Ltd., Walsin (China) Investment Co., Ltd., Walsin Lihwa Corporation, Walsin (Nanjing) Development Co., Ltd., Yantai Walsin Stainless Steel Co., Ltd., Jiangyin Walsin Specialty Alloy Materials Co., Ltd., Changshu
Walsin Specialty Steel Co., Ltd., Dongguan Walsin Wire & Cable Co., Ltd. = $140,810,315 × 40% = $56,324,126.
Hangzhou Walsin Power Cable & Wire Co., Ltd. = RMB928,944 × 10% = RMB92,894 ($402,718).
PT. Walsin Nickel Industrial Indonesia and PT. Sunny Metal Industry = RMB3,805,902 × 40% = RMB1,522,361 ($6,599,800).
b. The limit on the amount of financing provided was as follows:
Walsin (China) Investment Co., Ltd and Dongguan Walsin Wire & Cable Co., Ltd. = $140,810,315 × 40% = $56,324,126.
Walsin (China) Investment Co., Ltd. = RMB928,944 × 10% = RMB92,894 ($402,718).
Walsin International Investments Limited = RMB3,805,902 × 40% = RMB1,522,361 ($6,599,800))
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars and Renminbi.
3. The currency exchange rates as of December 31, 2023 were as follows: US$ to NT$ = 1:30.705; RMB to NT$ = 1:4.33524; US$ to RMB = 1:7.0827.
(Concluded)
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
TABLE 1-2
CONCORD INDUSTRIES LIMITED AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars and Renminbi)
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance
Actual Amount
Borrowed
Interest Rate
(%)
Nature of
Financing
Business
Transactio
n Amount
Reasons for
Short-term
Financing
Collateral
Allowance for
Impairment Loss
Item Value
Financing
Limit for
Each
Borrower
(Note 1)
Aggregate
Financing
Limit
(Note 1)
4 Changshu Walsin
Specialty Steel Co.,
Ltd.
5 Jiangyin Walsin
Specialty Alloy
Materials Co., Ltd.
Walsin (China)
Investment
Co., Ltd.
Walsin (China)
Investment
Co., Ltd.
Notes:
Other receivables
Yes
$
451,745
(RMB 100,000)
$
433,524
(RMB 100,000)
$
(RMB
186,875
43,106)
2.00
Operating capital
$
- Operating capital
$
-
-
$
- $ 56,324,126
$ 56,324,126
Other receivables
Yes
677,618
(RMB 150,000)
650,286
(RMB 150,000)
550,424
(RMB 126,965)
2.00
Operating capital
- Operating capital
-
-
- 56,324,126
56,324,126
1. According to the financing regulations of Changshu Walsin Specialty Steel Co., Ltd. and Jiangyin Walsin Specialty Alloy Materials Co., Ltd., the limit on the amount of financing provided to WLC or an overseas subsidiary whose equity is 100% owned, directly
or indirectly by WLC cannot exceed 40% of the parent company’s equity presented in the consolidated financial statements of Walsin Lihwa Corporation.
a. The limit on the amount of financing provided to a single enterprise was as follows:
Walsin (China) Investment Co., Ltd. = $140,810,315 × 40% = $56,324,126
b. The limit on the amount of financing provided was as follows:
Changshu Walsin Specialty Steel Co., Ltd., Jiangyin Walsin Specialty Alloy Materials Co., Ltd. = $140,810,315 × 40% = $56,324,126.
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of Renminbi.
3. The currency exchange rates as of December 31, 2023 were as follows: RMB to NT$ = 1:4.33524.
2
8
1
2
8
2
CHIN-CHERNG CONSTRUCTION CO. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars and U.S. Dollars)
TABLE 1-3
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance
Actual Amount
Borrowed
Interest
Rate (%)
Nature of
Financing
Business
Transacti
on
Amount
Reasons for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral
Item
Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
6 Joint Success
Enterprises
Limited
Walsin (Nanjing)
Development
Co., Ltd.
Other receivables
Yes
$
(US$
858,614
26,480)
$
(US$
-
-)
$
(US$
-
-)
-
Operating capital
$
- Operating capital
$
-
-
$
-
$
56,324,126
$
56,324,126
Notes:
1. According to the financing regulations provided by Joint Success Enterprises Limited, the total limit on the amount of the financing provided to WCL or a oversea subsidiary whose equity is 100%-owned, directly or indirectly by WLC, cannot exceed 40% of the
equity of the parent company as presented in the consolidated financial statements of Walsin Lihwa Corporation. The limit on the amount of financing provided to a subsidiary whose equity is less than 100%-owned, directly or indirectly by WLC, cannot exceed
40% of the parent company’s equity as presented in the parent company’s latest consolidated financial statements. If the financing is a one-time funding, the amount for an individual loan shall not exceed 40 % of the parent company’s equity in the parent
company’s latest consolidated financial statements. If it is a revolving fund, the amount for an individual loan shall not exceed 10% of the parent company’s equity in the parent company’s latest consolidated financial statements.
a. The limit on the amount of financing provided to a single enterprise was as follows:
Walsin (Nanjing) Development Co., Ltd. = $140,810,315 × 40% = $56,324,126
b. The limit on the amount of financing provided was as follows:
Joint Success Enterprises Limited = $140,810,315 × 40% = $56,324,126
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars.
3. The currency exchange rates as of December 31, 2023 were as follows: US$ to NT$ = 1:30.705.
TABLE 1-4
WALSIN INFO-ELECTRIC CORP. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending
Balance
Actual
Amount
Borrowed
Interest Rate
(%)
Nature of
Financing
Business
Transaction
Amount
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral
Item
Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
7 Walsin Info-Electric
Corporation
Notes:
Walsin Lihwa
Other receivables
Yes
$
130,000
$ 100,000
$ 100,000
1.60
Operating capital
$
-
Operating capital
$
-
-
$
-
$
139,983
$
139,983
Corporation
1. According to the financing regulations provided by Walsin Info-Electric Corporation, the total limit on the amount of the financing provided to WLC or a oversea subsidiary whose equity is 100% owned, directly or indirectly by WLC, cannot exceed 40% of the
equity of the parent company as presented in the consolidated financial statements of Walsin Lihwa Corporation. The limit on the amount of financing provided to a subsidiary whose equity is less than 100% owned, directly or indirectly by WLC, cannot exceed
40% of the parent company’s equity as presented in the parent company’s latest consolidated financial statements. If the financing is a one-time funding, the amount for an individual loan shall not exceed 40% of the parent company’s equity in the parent
company’s latest consolidated financial statements. If it is a revolving fund, the amount for an individual loan shall not exceed 10% of the parent company’s equity in the parent company’s latest consolidated financial statements.
a. The limit on the amount of financing provided to a single enterprise was as follows:
Walsin Lihwa Corporation = $349,957 × 40% = $139,983
b. The limit on the amount of financing provided was as follows:
Walsin Info-Electric Corp. = $349,957 × 40% = $139,983
2
8
3
2
8
4
WALSIN SINGAPORE PTE. LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars and U.S. Dollars)
TABLE 1-5
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance
Actual Amount
Borrowed
Interest
Rate (%)
Nature of
Financing
Business
Transactio
n Amount
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral
Item Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
8 Walsin
PT. Sunny Metal
Other receivables Yes
Singapore Pte.
Ltd.
Industry
PT. Westrong
Other receivables Yes
$
(US$
10,025,041
320,750)
$
(US$
9,848,629
320,750)
$
(US$
8,503,750
276,950)
7.11-7.62 Operating capital
$
- Equipment
purchase
$
Metal Industry
PT. Walhsu Metal
Industry
Innovation West
Mantewe Pte.
Ltd.
Other receivables Yes
3,691,850
117,500)
942,600
30,000)
(US$
(US$
(US$
(US$
-
-)
-
-)
(US$
(US$
-
-)
-
-)
-
-
Operating capital
Operating capital
Other receivables Yes
(US$
664,713
20,500)
(US$
629,453
20,500)
(US$
147,384
4,800)
7.99 Operating capital
- Equipment
purchase
- Construction of
new plants and
equipment
purchase
- Construction of
new plants and
equipment
purchase
9 PT. Sunny Metal
Industry
PT. Walhsu Metal
Other receivables Yes
Industry
1,459,125
45,000)
(US$
1,381,725
45,000)
(US$
1,166,790
38,000)
(US$
7.44-7.62 Operating capital
- Construction of
-
-
new plants and
equipment
purchase
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
(US$
11,224,765
365,568)
$
(US$
11,224,765
365,568)
11,224,765
365,568)
11,224,765
365,568)
11,224,765
365,568)
11,224,765
365,568)
(US$
(US$
(US$
(US$
11,224,765
365,568)
11,224,765
365,568)
(US$
(US$
1,924,405
62,674)
(US$
1,924,405
62,674)
(US$
Notes:
1. According to the financing regulations provided by Walsin Singapore Pte. Ltd. and PT. Sunny Metal Industry, the total limit on the amount of the financing provided to WLC or a oversea subsidiary whose equity is 100% owned, directly or indirectly by WLC,
cannot exceed 40% of the equity of the parent company as presented in the consolidated financial statements of Walsin Lihwa Corporation. The limit on the amount of financing provided to a subsidiary whose equity is less than 100% owned, directly or indirectly
by WLC, cannot exceed 40% of the parent company’s equity as presented in the parent company’s latest consolidated financial statements. If the financing is a one-time funding, the amount for an individual loan shall not exceed 40% of the parent company’s
equity in the parent company’s latest consolidated financial statements. If it is a revolving fund, the amount for an individual loan shall not exceed 10% of the parent company’s equity in the parent company’s latest consolidated financial statements.
a. The limit on the amount of financing provided to a single enterprise was as follows:
PT. Sunny Metal Industry, PT. Westrong Metal Industry, PT. Walhsu Metal Industry, Innovation West Mantewe Pte. Ltd., = US$913,921 × 40% = US$365,568 ($11,224,765).
PT. Walhsu Metal Industry = US$156,685 × 40% = US$62,674 ($1,924,405).
b. The limit on the amount of financing provided was as follows:
Walsin Singapore Pte. Ltd. = US$913,921 × 40% = US$365,568 ($11,224,765).
PT. Sunny Metal Industry = US$156,685 × 40% = US$62,674 ($1,924,405).
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars.
3. The currency exchange rates as of December 31, 2023 was as follows: US$ to NT$ = 1:30.705.
COGNE ACCIAI SPECIALI S.P.A. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Euro and Pound)
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance
Actual Amount
Borrowed
Interest
Rate (%)
Nature of
Financing
Business
Transactio
n Amount
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral
Item Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
10 Cogne Acciai
Speciali S.p.A.
Degerfors Long
Products AB
Special Melted
Products Limited
Other receivables
Yes
Other receivables
Yes
$
(EUR
(GBP
347,100
10,000)
552,485
13,920)
$
(EUR
(GBP
-
-)
290,493
7,420)
$
(EUR
(GBP
-
-)
240,851
6,152)
-
Operating capital
$
- Operating capital
$
4.95-4.96 Operating capital
- Operating capital
-
-
$
-
-
-
-
$
(EUR
(EUR
3,676,568
108,198)
3,676,568
108,198)
$
(EUR
(EUR
3,676,568
108,198)
3,676,568
108,198)
Notes:
1. According to the financing regulations provided by Cogne Acciai Speciali S.p.A., the total limit on the amount of the financing provided to subsidiary whose equity is 50% owned, directly or indirectly by its parent company, cannot exceed 20% of the parent
company’s equity as presented in the latest consolidated financial statements. If it is a revolving fund, the amount for an individual loan shall not exceed 5% of the parent company’s equity as presented in the latest consolidated financial statements. The total limit
on the amount of the financing provided to a oversea subsidiary whose equity is 100%-owned, directly or indirectly by its parent company, cannot exceed 20% of the parent company’s equity as presented in the latest consolidated financial statements.
TABLE 1-6
a. The limit on the amount of financing provided to a single enterprise was as follows:
Degerfors Long Products AB, Special Melted Products Limited = EUR540,989 × 20% = EUR108,198 ($3,676,568).
b. The limit on the amount of financing provided was as follows:
Cogne Acciai Speciali S.p.A. = EUR540,989 × 20% = EUR108,198 ($3,676,568).
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of EUR and GBP.
3. The currency exchange rates as of December 31, 2023 were as follows: EUR to NT$ = 1:33.98; GBP to NT$ = 1:39.15; GBP to EUR = 1:1.1521.
2
8
5
2
8
6
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi)
Guaranteed Party
No.
(Note 1)
Endorsement/
Guarantee
Provider
Name
Nature of
Relationship
(Note 2)
Limits on Each
Guaranteed Party’s
Endorsement/
Guarantee
Amounts
(Note 3)
TABLE 2
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Highest
Balance for the
Period
Ending Balance
(Note 4)
Actual Amount
Borrowed
Amount of
Endorsement/
Guarantee
Collateralized
by Properties
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity Per Latest
Financial
Statement (%)
Maximum
Collateral/
Guarantee
Amounts Allowable
(Note 3)
Guaranteed
Provided by
Parent
Company
Guarantee
Provided by A
Subsidiary
Guarantee
Provided to
Subsidiaries in
Mainland China
0 Walsin Lihwa
Corporation
Borrego Energy, LLC
Yantai Walsin
Stainless Steel Co.,
Ltd.
Notes:
b
b
$
(US$
-
-)
6,512,311
(RMB 1,502,180)
$
(US$
365,760
12,000)
4,065,705
(RMB 900,000)
$
(US$
-
-)
3,901,716
(RMB 900,000)
$
(US$
(RMB
$
-
-)
-
-)
-
-
-
2.77
$ 140,810,315
140,810,315
Yes
Yes
No
No
No
Yes
1. The information on Walsin Lihwa Corporation and its subsidiaries is listed and labeled on the entitled “No.” column.
“0” represents Walsin Lihwa Corporation.
a.
b. Subsidiaries are numbered consecutively starting from 1.
2. The relationship between Walsin Lihwa Corporation and the endorsed/guaranteed entities can be classified into the following categories
a. A company with which Walsin Lihwa Corporation does business.
b. A company in which Walsin Lihwa Corporation directly and indirectly holds more than 50% of the voting shares.
c. A company that directly and indirectly holds more than 50% of the voting shares in Walsin Lihwa Corporation.
d. A company in which Walsin Lihwa Corporation directly or indirectly holds 90% or more of the voting shares.
e. A company that fulfills Walsin Lihwa Corporation’s contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
f. A company in which all capital contributing shareholders make endorsements/guarantees for it and Walsin Lihwa Corporation’s joint-investment company in proportion to their shareholding percentages.
g. A company in the same industry as Walsin Lihwa Corporation whereby either provides among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each
other.
3. According to the endorsements/guarantees provided and financing regulations provided by Walsin Lihwa Corporation, the total limit on the amount of endorsements/guarantees cannot exceed 100% of the equity of Walsin Lihwa Corporation’s current financial
statements (including the consolidated financial statements). The limit on the amount of endorsements/guarantees provided and financing provided to a single enterprise cannot exceed the equity of the guaranteed company. The amount which is 250% of the net
value multiplied by the equity percentage of the guarantee provider.
a. The limit on the amount of endorsements/guarantees provided was as follows:
NT$140,810,315 × 100% = $140,810,315
b. The limit on the amount of endorsements/guarantees provided to a single entity was as follows:
Borrego Energy, LLC: US$0 × 250% × 72.55% = US$0
Yantai Walsin Stainless Steel Co., Ltd.: RMB600,872 × 250% × 100.00% = RMB1,502,180 ($6,512,311)
4. The currency exchange rates as of December 31, 2023 were as follows: US$ to NT$ = 1:30.705; RMB to NT$ = 1:4.33524.
TABLE 2-1
COGNE ACCIAI SPECIALI S.P.A. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Euro and SEK)
Guaranteed Party
No.
(Note 1)
Endorsement/
Guarantee Provider
Name
Nature of
Relationship
(Note 2)
Limits on Each
Guaranteed Party’s
Endorsement/
Guarantee
Amounts
(Note 3)
Highest
Balance for the
Period
Ending Balance
(Note 4)
Actual Amount
Borrowed
Amount of
Endorsement/
Guarantee
Collateralized by
Properties
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity Per Latest
Financial
Statement (%)
Maximum
Collateral/
Guarantee
Amounts Allowable
(Note 3)
Guaranteed
Provided by
Parent
Company
Guarantee
Provided by
A Subsidiary
Guarantee
Provided to
Subsidiaries
in Mainland
China
1
Cogne Acciai Speciali
S.p.A.
Degerfors Long
Products AB
b
$
(EUR
1,773,416
52,190)
$
(SEK
616,000
200,000)
$
(SEK
616,000
200,000)
$
(SEK
$
-
-)
-
16.75
$
(EUR
3,676,568
108,198)
Yes
No
No
Notes:
1. The information on Cogne Acciai Speciali S.p.A. and its subsidiaries is listed and labeled on the entitled “No.” column.
“0” represents Cogne Acciai Speciali S.p.A.
a.
b. Subsidiaries are numbered consecutively starting at 1.
2. The relationship between Cogne Acciai Speciali S.p.A. and the endorsed/guaranteed entities can be classified into six categories.
a. A company with which Cogne Acciai Speciali S.p.A. does business.
b. A company in which Cogne Acciai Speciali S.p.A. directly and indirectly holds more than 50% of the voting shares.
c. A company that directly and indirectly holds more than 50% of the voting shares in Cogne Acciai Speciali S.p.A.
d. A company in which Cogne Acciai Speciali S.p.A. directly or indirectly holds 90% or more of the voting shares.
e. A company that fulfills Cogne Acciai Speciali S.p.A.’s contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
f. A company in which all capital contributing shareholders make endorsements/guarantees for it and Cogne Acciai Speciali S.p.A.’s joint-investment company in proportion to their shareholding percentages.
g. A company in the same industry as Cogne Acciai Speciali S.p.A. whereby either provides among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for
each other.
3. According to the endorsements/guarantees provided and financing regulations provided by Cogne Acciai Speciali S.p.A., the total limit on the amount of endorsements/guarantees cannot exceed 20% of the equity of Cogne Acciai Speciali S.p.A.’s current
financial statements (including the consolidated financial statements). The limit on the amount of endorsements/guarantees provided and financing provided to a single enterprise cannot exceed the equity of the guaranteed company. The amount which is 125% of
the net value multiplied by the equity percentage of the guarantee provider.
a. The limit on the amount of endorsements/guarantees provided was as follows:
EUR540,989 × 20% = EUR108,198 ($3,676,568).
b. The limit on the amount of endorsements/guarantees provided to a single entity was as follows:
Degerfors Long Products AB: EUR41,752 × 125% × 100% = EUR52,190 ($1,773,416).
4. The currency exchange rates as of December 31, 2023 was as follows: EUR to NT$ = 1:33.98; SEK to NT$ = 1:3.08.
2
8
7
2
8
8
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
TABLE 3
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Holding Company
Name
Type and Name of Issuer of
Marketable Securities
Relationship with the Holding
Company
Financial Statement Account
December 31, 2023
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
Walsin Lihwa
Corporation
Share
HannStar Display Corp.
The holding company is a director
HannStar Board Corp.
of the issuer company
The chairman of the holding
company and the chairman of
the company are second-class
relatives
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
299,632,180
$ 3,550,641
10.19
$ 3,550,641
63,753,952
3,525,594
12.06
3,525,594
TECO Electric & Machinery
-
Co., Ltd.
Kuang Tai Metal Industrial Co.,
The holding company is a director
Ltd.
of the issuer company
Global Investment Holdings
The holding company is a director
Universal Venture Capital
Investment
of the issuer company
-
Hwa Bao Botanic Conservation
The holding company is a
Corp.
Tung Mung Development Co.,
supervisor of the issuer company
-
Ltd.
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
231,104,730
10,815,701
10.81
10,815,701
9,631,802
295,107
5,221,228
1,400,000
64,327
14,954
9.39
2.97
1.16
27,000,000
284,474
15.00
14,285,000
84,381
3.43
295,107
64,327
14,954
284,474
84,381
TABLE 3-1
CONCORD INDUSTRIES LIMITED AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of Renminbi)
Holding Company Name
Type and Name of Issuer of
Marketable Securities
Relationship of Issuer
to the Holding
Company
Financial Statement Account
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
December 31, 2023
XiAn Walsin Metal Product Certification of capital verification
Co., Ltd.
Shaanxi Tianhong Silicon Industrial
Corporation
Jiangyin Walsin Specialty
Alloy Materials Co., Ltd.
Certification of capital verification
Shaanxi Electronic Group
Optoelectronics Technology Co., Ltd.
-
-
Financial assets at fair value through
other comprehensive income -
non-current
Financial assets at fair value through
other comprehensive income -
non-current
N/A
$
-
19.00
$
-
N/A
18,155
6.02
18,155
2
8
9
2
9
0
CHIN-CHERNG CONSTRUCTION CO. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
TABLE 3-2
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Holding Company Name
Type and Name of Issuer of
Marketable Securities
Relationship of Issuer to the
Holding Company
Financial Statement Account
December 31, 2023
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
Chin-Cherng Construction Co. Share
Gsharp Corporation
-
Financial assets at fair value through other
comprehensive income - non-current
270,000
$
-
2.73
$
-
TABLE 3-3
WALSIN INFO-ELECTRIC CORP.
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Holding Company Name
Type and Name of Issuer of
Marketable Securities
Relationship of Issuer
to the Holding
Company
Financial Statement Account
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
December 31, 2023
Walsin Info-Electric Corp. Share
W T International Inc.
Ufi Space Co., Ltd.
InSynerger Technology Co., Ltd.
K.S. Terminals Inc.
Landing AI
-
-
-
-
-
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
228,000
$ 2,308
359,549
30,541
750,000
36,240
145,000
10,426
265,583
29,774
5.43
1.03
6.60
0.09
0.54
$ 2,308
30,541
36,240
10,426
29,774
2
9
1
2
9
2
PT. WALSIN LIPPO INDUSTRIES
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of U.S. Dollars)
TABLE 3-4
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Holding Company
Name
Type and Name of Issuer of
Marketable Securities
Relationship of Issuer to
the Holding Company
Financial Statement Account
December 31, 2023
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
PT. Walsin Lippo
Government bonds
Industries
Indonesia Government Bonds
-
Financial assets at amortized cost
-
$ 6,012
N/A
$ 5,994
- non-current
COGNE ACCIAI SPECIALI S.P.A.
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of Euro)
Holding Company Name
Type and Name of Issuer
of Marketable Securities
Relationship of Issuer to the
Holding Company
Financial Statement Account
December 31, 2023
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
Cogne Acciai Speciali S.p.A. Share
Geo Storage
Metal Interconnector
-
-
Financial assets at fair value through profit
N/A
$
2
or loss - non-current
Financial assets at fair value through profit
2,114,787
2,339
or loss - non-current
-
1.64
$
2
2,339
TABLE 3-5
2
9
3
2
9
4
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
TABLE 4
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company
Name
Type and Name of
Marketable
Securities
Financial Statement
Account
Purpose of
Transaction/Count
erparty
Beginning Balance
Acquisition
Disposal
Ending Balance
Relationship
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss)
on Disposal
Number of
Shares
Amount
Walsin Lihwa
Corporation
Share
Walsin Lihwa
Holdings Limited
Concord Industries
Limited
Walsin Lihwa Europe
S.a r.l.
Walsin Singapore
Pte. Ltd.
PT. Westrong Metal
Industry
Walsin Energy Cable
System Co., Ltd.
Innovation West
Mantewe Pte. Ltd.
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Capital reduction
Subsidiaries
108,730,393 $ 24,073,818
Capital reduction
Subsidiaries
308,498,375
5,210,454
- $
-
-
106,000,000
$ 3,214,530
-
11,000,000
336,700
Capital investment Subsidiaries
12,000
4,146,986
Capital investment Subsidiaries
422,000,000 19,603,265
Walsin Singapore
Subsidiaries
590,000
4,590,864
-
5,519,286
(Note 2)
311,000,000 11,206,684
(Note 2)
-
-
Pte. Ltd.
Capital investment Subsidiaries
Glory Merry
Limited and
non-related
individual
-
-
-
-
-
270,000,000
40
2,657,462
(Note 2)
2,444,727
$
$ 3,490,565
(Note 1)
1,525,182
(Note 1)
-
-
-
-
-
-
2,730,393 $ 20,583,253
297,498,375
3,685,272
12,000
9,666,272
733,000,000 30,809,949
-
-
-
-
590,000
4,680,030
4,680,030
-
-
-
-
-
-
47,627,598
476,276
-
14,713,622
474,294
(617,532)
(Note 2)
-
-
-
-
720,191
(Note 1)
846,712
(Note 1)
89,166
(Note 3)
-
-
-
-
-
-
-
270,000,000
2,657,462
40
2,444,727
919,380,016 20,335,573
529,955,805
5,462,298
21,344,562
4,237,555
Winbond Electronics
Corporation
Chin-Cherng
Construction Co.
Joint Success
Enterprises Limited
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Capital investment Associates
883,848,423 20,953,105
35,531,593
Capital reduction
Subsidiaries
577,583,403
6,182,490
Capital reduction
Subsidiaries
36,058,184
5,084,267
-
-
Note 1: The amount included a capital decrease in cash, recognition of investment gains and losses, and changes in other equity.
Note 2: The amount included a capital increase in cash, recognition of investment gains and losses, and changes in other equity.
Note 3: The amount included exchange differences on the translation of the financial statements of foreign operations.
WALSIN LIHWA HOLDINGS LIMITED AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of Renminbi)
Company Name
Type and Name
of Marketable
Securities
Financial Statement
Account
Purpose of Transaction/
Counterparty
Relationship
Beginning Balance
Acquisition
Disposal
Ending Balance
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss) on
Disposal
Number of
Shares
Amount
Walsin Lihwa
Holdings
Limited
Share
Walsin
International
Co., Ltd.
Investments accounted
for using the equity
method
Capital reduction
Subsidiary
4,653,371,702 $ 4,441,707
-
$
-
851,207,000
$ 750,438
$
635,805
(Note)
$
-
3,802,164,702 $ 3,805,902
Note: The amount included a capital decrease in cash and recognition of investment gains or losses.
TABLE 4-1
2
9
5
2
9
6
WALSIN SINGAPORE PTE. LTD.
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of U.S. Dollars)
TABLE 4-2
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name
Type and Name of
Marketable
Securities
Financial Statement
Account
Purpose of
Transaction/
Counterparty
Beginning Balance
Acquisition
Disposal
Ending Balance
Relationship
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss) on
Disposal
Number of
Shares
Amount
Walsin Singapore
Share
Pte. Ltd.
PT. Westrong Metal
Industry
Investments accounted
for using the equity
method
Walsin Lihwa
Corporation
Parent company
-
$
-
59,000
$
145,850
(Note)
-
$
-
$
$
-
590,000
$
145,850
(Note)
Note: The amount included the purchase amount, recognition of investment gains or losses and changes in other equity.
WALSIN LIHWA EUROPE S.A R.L. AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of Euro)
Company Name
Type and Name of
Marketable
Securities
Financial Statement
Account
Purpose of
Transaction/
Counterparty
Beginning Balance
Acquisition
Disposal
Ending Balance
Relationship
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss)
on Disposal
Number of
Shares
Amount
Walsin Lihwa Europe
Share
S.a r.l.
MEG S.A
Investments accounted
for using the equity
method
Capital investment
Subsidiaries
5,102
$
177,148
3,175
$
Cogne Acciai Speciali
Special Melted
S.p.A.
Products Limited
Investments accounted
for using the equity
method
MUTARES
HOLDING-33
GMBH
-
-
-
4,199,156
Note: The amount included a capital increase in cash, recognition of investment gains and losses and changes in other equity.
161,606
(Note)
173,702
(Note)
-
$
- $
-
$
-
-
-
-
-
8,277
$338,754
(Note)
4,199,156
173,702
(Note)
TABLE 4-3
2
9
7
2
9
8
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Renminbi and U.S. Dollars)
TABLE 5
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name Property Transaction Date
Transaction
Amount (Foreign
Currencies in
Thousands)
Payment Term
Counterparty
Nature of
Relationships
Owner Relationships Transfer Date
Amount
Price Reference
Purpose of
Acquisition
Other Terms
Prior Transaction of Related Counterparty
Walsin Lihwa
Corporation
Plant
Yantai Walsin
Plant
Stainless Steel
Co., Ltd.
Yantai Walsin
Dormitory
Stainless Steel
Co., Ltd.
PT. Sunny Metal
Plant
Industry
PT. Walhsu Metal
Plant
Industry
Walsin Energy
Cable System
Co., Ltd.
Plant
2023/02/04-
2023/12/26
2023/01/01-
2023/12/28
$
1,130,651 Based on the terms
Chung-Lu Construction
in the contract
Co., Ltd.
RMB 182,764 Based on the terms
in the contract
2023/04/27-
2023/12/27
RMB 131,248 Based on the terms
in the contract
2023/03/27-
2023/09/30
2023/07/07-
2023/12/29
2023/07/17-
2023/11/23
US$
59,368 Based on the terms
in the contract
US$
23,095 Based on the terms
in the contract
PT. Perintis Makmur
Indonesia etc.
PT. Perintis Makmur
Indonesia etc.
872,500 Based on the terms
Chung-Lu Construction
in the contract
Co., Ltd.
China Construction Eighth
Engineering Division.
Co., Ltd.
China Merchants Property
Development (Yantai)
Co., Limited
-
-
-
-
-
-
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
marketability
operating purpose
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
marketability
operating purpose
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
marketability
operating purpose
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
marketability
operating purpose
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
marketability
operating purpose
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
marketability
operating purpose
-
-
-
-
-
-
TABLE 6
WALSIN LIHWA CORPORATION
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Company Name
Related Party
Nature of Relationship
Transaction Details
Abnormal Transaction
Notes/Accounts Payable
or Receivable
Purchase/
Sale
Amount
% of
Total
Payment Terms
Unit Price
Payment
Terms
Ending
Balance
% of
Total
Note
Walsin Lihwa
Corporation
Kuang Tai Metal Industrial
Director of the related
Sales
$ (1,515,412)
(2) The payment terms are set by quotations
Normal
Normal
$
51,392
2
Co., Ltd.
party
on the local market, and the transaction
terms are similar to those of general
customers.
Jiangyin Walsin Specialty
Alloy Materials Co.,
Ltd.
100% indirectly owned
Sales
(369,262)
-
The payment terms are set by quotations
Normal
Normal
99,469
4
subsidiary
on the local market, and the transaction
terms are similar to those of general
customers.
Changshu Walsin
100% indirectly owned
Sales
(491,550)
(1) The payment terms are set by quotations
Normal
Normal
94,733
4
Specialty Steel Co., Ltd.
subsidiary
on the local market, and the transaction
terms are similar to those of general
customers.
Novametal SA
Substantive related
Sales
(174,367)
-
The payment terms are set by quotations
Normal
Normal
77,568
3
party
on the local market, and the transaction
terms are similar to those of general
customers.
Trefilados Inoxidables de
Mexico, S.A. De C.V.
Substantive related
Sales
(101,453)
-
The payment terms are set by quotations
Normal
Normal
22,675
1
party
on the local market, and the transaction
terms are similar to those of general
customers.
Ferriere di Stabio SA
Substantive related
Sales
(131,839)
-
The payment terms are set by quotations
Normal
Normal
31,914
1
party
on the local market, and the transaction
terms are similar to those of general
customers.
Walsin Singapore Pte. Ltd. 100% directly owned
Purchase
8,154,060
10
The payment terms are set by quotations
Normal
Normal
(126,177)
(3)
subsidiary
on the local market, and the transaction
terms are similar to those of general
customers.
2
9
9
3
0
0
WALSIN LIHWA HOLDINGS LIMITED AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of Renminbi)
TABLE 6-1
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name
Related Party
Nature of
Relationship
Transaction Details
Abnormal Transaction
Notes/Accounts Payable
or Receivable
Purchase/
Sale
Amount
% of
Total
Payment Terms
Unit Price
Payment
Terms
Ending Balance
% of
Total
Note
Shanghai Walsin Lihwa
Power Wire & Cable
Co., Ltd.
Hangzhou Walsin
Power Cable &
Wire Co., Ltd.
Both are associates
of Walsin Lihwa
Corporation
Sales
RMB (139,259)
(22) The payment terms are set by quotations
Normal
Normal
RMB 25,398
30
on the local market, and the transaction
terms are similar to those of general
customers.
CONCORD INDUSTRIES LIMITED AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Renminbi and Euro)
TABLE 6-2
Company Name
Related Party
Nature of Relationship
Transaction Details
Abnormal Transaction
Notes/Accounts Payable
or Receivable
Purchase/
Sale
Amount
% of
Total
Payment Terms
Unit Price Payment Terms Ending Balance
Yantai Walsin
Changshu Walsin
Both are subsidiaries of
Sales
RMB (234,587)
Stainless Steel Co.,
Ltd.
Specialty Steel Co.,
Ltd.
Concord Industries Limited
Jiangyin Walsin
Both are subsidiaries of
Sales
RMB (266,611)
Specialty Alloy
Materials Co., Ltd.
Cogne Acciai Speciali
Concord Industries Limited
Both are subsidiaries of
Purchases
EUR
9,462
S.p.a.
Walsin Lihwa Corporation
Changshu Walsin
Both are subsidiaries of
Purchases
RMB
57,808
Specialty Steel Co.,
Ltd.
Concord Industries Limited
Jiangyin Walsin
Both are subsidiaries of
Purchases
RMB
34,229
Specialty Alloy
Materials Co., Ltd.
Walsin Singapore Pte.
Concord Industries Limited
Both are subsidiaries of
Purchases
US$
19,973
Ltd.
Walsin Lihwa Corporation
Jiangyin Walsin
Yantai Walsin Stainless
Both are subsidiaries of
Sales
RMB
(34,229)
Specialty Alloy
Materials Co., Ltd.
Steel Co., Ltd.
Concord Industries Limited
Walsin Lihwa
Corporation
Parent company
Purchases
369,262
Yantai Walsin Stainless
Both are subsidiaries of
Purchases
RMB 266,611
Steel Co., Ltd.
Concord Industries Limited
Changshu Walsin
Yantai Walsin Stainless
Both are subsidiaries of
Sales
RMB
(57,808)
Specialty Steel Co.,
Ltd.
Steel Co., Ltd.
Concord Industries Limited
Walsin Lihwa
Corporation
Parent company
Purchases
491,550
Yantai Walsin Stainless
Both are subsidiaries of
Purchases
RMB 234,587
Steel Co., Ltd.
Concord Industries Limited
3
0
1
2
(6) The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
(7) The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
2
4
1
21
(8) The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
67
17
(6) The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
The payment terms are set by quotations on
the local market, and the transaction terms
are similar to those of general customers.
34
Note
% of
Total
5
5
Normal
Normal
RMB
28,350
Normal
Normal
RMB
26,154
Normal
Normal
EUR
(9,462)
(16)
Normal
Normal
RMB
(4,813)
(1)
Normal
Normal
RMB
(534)
-
Normal
Normal
US$
(15,730)
(24)
Normal
Normal
RMB
534
(-)
Normal
Normal
(99,469)
(18)
Normal
Normal
RMB
(26,154)
(21)
Normal
Normal
RMB
4,813
5
Normal
Normal
(94,733)
(11)
Normal
Normal
RMB
(28,350)
(14)
3
0
2
COGNE ACCIAI SPECIALI S.P.A. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of Euro)
TABLE 6-3
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name
Related Party Nature of Relationship
Transaction Details
Abnormal Transaction
Purchase/
Sale
Amount
% of
Total
Payment Terms
Unit Price
Payment
Terms
Notes/Accounts
Receivable (Payable)
% of
Total
Ending Balance
Note
Cogne Acciai
Yantai Walsin
Both are subsidiaries of
Sales
EUR
(9,462)
(2) The payment terms are set by quotations
Normal
Normal
$
9,462
5
Speciali S.p.a.
Stainless Steel
Co., Ltd.
Walsin Lihwa
Corporation
on the local market, and the transaction
terms are similar to those of general
customers.
TABLE 6-4
WALSIN SINGAPORE PTE. LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars and U.S. Dollars)
Company Name
Related Party
Nature of
Relationship
Transaction Details
Abnormal Transaction
Purchase/
Sale
Amount
% of
Total
Payment Terms
Unit Price
Payment
Terms
Notes/Accounts
Receivable (Payable)
% of
Total
Ending Balance
Note
Walsin Singapore
Pte. Ltd.
Walsin Lihwa
Corporation
Parent company
Sales
$
(8,154,060)
(93) The payment terms are set by quotations
Normal
Normal
$
126,177
21
on the local market, and the transaction
terms are similar to those of general
customers.
Yantai Walsin
Stainless Steel Co.,
Ltd.
Both are subsidiaries
of Walsin Lihwa
Corporation
Sales
US$
(19,973)
(7) The payment terms are set by quotations
Normal
Normal
US$
15,730
79
on the local market, and the transaction
terms are similar to those of general
customers.
3
0
3
3
0
4
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Company Name
Related Party
Nature of Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Amount
Action Taken
Overdue
Walsin Lihwa Corporation Walsin Singapore Pte. Ltd.
Borrego Energy Holdings, LLC. 72.55% indirectly owned
100% directly owned subsidiary Other receivables
Other receivables
$ 290,281
230,405
Borrego Energy, LLC.
72.55% indirectly owned
Other receivables
648,967
subsidiary
subsidiary
-
-
-
$
-
-
-
-
-
-
TABLE 7
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Amounts
Received in
Subsequent
Period
$
-
-
-
Allowance for
Bad Debts
$
-
-
-
WALSIN LIHWA HOLDINGS LIMITED AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of Renminbi and U.S. Dollars)
Company Name
Related Party
Nature of Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Overdue
Amount
Action
Taken
Amounts
Received in
Subsequen
t Period
Allowance
for
Bad Debts
TABLE 7-1
Walsin Lihwa Holdings Limited
Walsin (China) Investment Co., Ltd.
Walsin International Investments Limited
100% directly owned subsidiary Other receivables RMB 230,703
4,500
100% directly owned subsidiary Other receivables US$
Walsin (China) Investment Co., Ltd.
Yantai Walsin Stainless Steel Co., Ltd.
Both are subsidiaries of Walsin
Changshu Walsin Specialty Steel Co., Ltd.
Both are subsidiaries of Walsin
Lihwa Corporation
Lihwa Corporation
Other receivables US$
Other receivables US$
174,630
RMB 181,078
22,880
Jiangyin Walsin Specialty Alloy Materials
Both are subsidiaries of Walsin
Other receivables US$
44,596
Co., Ltd.
Jiangyin Walsin Steel Cable Co., Ltd.
Hangzhou Walsin Power Cable & Wire Co.,
Lihwa Corporation
100% directly owned subsidiary Other receivables US$
RMB
Other receivables RMB
Associate of Walsin Lihwa
28
70,686
81,068
Ltd.
Corporation
XiAn Walsin Metal Product Co., Ltd.
Both are subsidiaries of Walsin
Other receivables RMB 182,651
Lihwa Corporation
Nanjing Taiwan Trade Mart Management
Both are subsidiaries of Walsin
Other receivables RMB 100,866
Co., Ltd.
Lihwa Corporation
Dongguan Walsin Wire & Cable Co., Ltd.
Walsin (Nanjing) Development Co., Ltd.
100% directly owned subsidiary Other receivables US$
Both are subsidiaries of Walsin
19,881
Other receivables RMB 1,009,637
Lihwa Corporation
Walsin International Investments Limited Walsin Lihwa Corporation
PT. Sunny Metal Industry
Parent company
Both are subsidiaries of Walsin
Other receivables US$
Other receivables US$
104,077
41,721
Walsin (China) Investment Co., Ltd.
Both are subsidiaries of Walsin
Lihwa Corporation
Other receivables US$
257,578
RMB 916,113
Lihwa Corporation
Dongguan Walsin Wire & Cable Co.,
Walsin (China) Investment Co., Ltd.
Both are subsidiaries of Walsin
Other receivables RMB 276,306
Ltd.
Lihwa Corporation
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Shanghai Walsin Lihwa Power Wire & Walsin (China) Investment Co., Ltd.
Cable Co., Ltd.
Hangzhou Walsin Power Cable & Wire Co.,
Parent company
Both are associates of Walsin
Other receivables RMB 201,248
25,398
Trade receivables RMB
-
10.97
Ltd.
Lihwa Corporation
Note: Amounts are stated in thousands of Renminbi, except those stated in thousands of U.S. dollars.
3
0
5
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3
0
6
CONCORD INDUSTRIES LIMITED AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of Renminbi)
TABLE 7-2
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name
Related Party
Nature of Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Amount
Action
Taken
Overdue
Amounts
Received in
Subsequent
Period
Allowance for
Bad Debts
Yantai Walsin Stainless
Changshu Walsin Specialty Steel Co., Ltd. Both are subsidiaries of Concord
Trade receivables
$
28,350
8.64
$
Steel Co., Ltd.
Industries Limited
Jiangyin Walsin Specialty Alloy Materials
Both are subsidiaries of Concord
Trade receivables
26,154
11.63
Co., Ltd.
Industries Limited
Walsin (China) Investment Co., Ltd.
Both are subsidiaries of Walsin
Other receivables
139,045
Lihwa Corporation
Changshu Walsin
Walsin (China) Investment Co., Ltd.
Both are subsidiaries of Walsin
Other receivables
43,198
Stainless Steel Co.,
Ltd.
Lihwa Corporation
Jiangyin Walsin
Walsin (China) Investment Co., Ltd.
Both are subsidiaries of Walsin
Other receivables
127,136
Stainless Steel Co.,
Ltd.
Lihwa Corporation
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 19,804
$
23,105
-
-
-
-
-
-
-
-
WALSIN SINGAPORE PTE. LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of U.S. Dollars)
Company Name
Related Party
Nature of Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Amount
Overdue
Action
Taken
Amounts
Received in
Subsequent
Period
Allowance for
Bad Debts
TABLE 7-3
Walsin Singapore Pte. Ltd. Walsin Lihwa Corporation
Yantai Walsin Stainless Steel Co.,
Ltd.
Parent company
Both are subsidiaries of Walsin
Trade receivables
Trade receivables
$
4,109
15,730
126.31
2.54
$
PT. Sunny Metal Industry
Innovation West Mantewe Pte. Ltd. Associate of Walsin Lihwa
Other receivables
Other receivables
288,902
4,864
Lihwa Corporation
50.1% owned subsidiary
-
-
-
-
-
-
-
-
-
-
$ 4,109
15,730
$
-
-
-
-
-
-
-
-
-
-
-
PT. Sunny Metal Industry PT. Walhsu Metal Industry
99.9% owned subsidiary
Other receivables
39,382
Corporation
3
0
7
3
0
8
WALSIN INFO-ELECTRIC CORP.
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
TABLE 7-4
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name
Related Party
Nature of Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Amount
Action Taken
Overdue
Amounts
Received in
Subsequent
Period
Allowance for
Bad Debts
Walsin Info-Electric Corp. Walsin Lihwa Corporation
Parent company
Other receivables
$ 100,083
-
$
-
-
$
-
$
-
COGNE ACCIAI SPECIALI S.P.A
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of Euro and GBP)
Company Name
Related Party
Nature of Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Amount
Action Taken
Overdue
Cogne Acciai Speciali S.p.a. Yantai Walsin Stainless Steel Co.,
Both are subsidiaries of Walsin
Trade receivables
EUR 9,462
2.00
$
Ltd.
Lihwa Corporation
Special Melted Products Limited Parent to subsidiary
Other receivables
GBP 6,152
-
-
-
-
-
Note: Amounts are stated in thousands of Euro, except those stated in thousands of GBP.
TABLE 7-5
Amounts
Received in
Subsequent
Period
$
-
-
Allowance for
Bad Debts
$
-
-
3
0
9
3
1
0
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES OVER WHICH THE GROUP EXERCISES SIGNIFICANT INFLUENCE
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars and Hong Kong Dollars)
Information of investees that Walsin Lihwa Corporation has controlling power or significant influence over was as follows:
Investor Company
Investee Company
Location
Main Businesses and Products
Original Investment Amount
December 31,
2023
December 31,
2022
TABLE 8
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Net Income (Loss)
of the Investee
Investment
Gain (Loss)
Note
Balance as of December 31, 2023
Percentage of
Ownership
(%)
Number of
Shares
Carrying
Amount
Walsin Lihwa
Corporation
Walsin Lihwa Holdings Limited
Concord Industries Limited
Ace Result Global Limited
Min Maw Precision Industry Corp.
British Virgin Islands Investments holding
British Virgin Islands Investments holding
British Virgin Islands Investments holding
Taiwan
Solar power systems management,
$
103,022
13,274,435
1,587,416
180,368
$ 3,317,552
13,611,135
1,587,416
180,368
2,730,393
297,498,375
44,739,988
34,837,100
100.00
100.00
100.00
100.00
$ 20,583,253 $
3,685,272
382,041
409,853
design, and installation
281,244
$
(1,147,157) (1,147,157 )
74,675
33,896
24,677
33,896
21,417
Waltuo Green Resources Corporation
Taiwan
Waste disposal, resource recovery and
10,000
10,000
1,828,287
100.00
9,251
(8,409)
(8,409 )
Chin-Cherng Construction Co.
Taiwan
Walsin Info-Electric Corp.
Taiwan
cement products
Investment in the construction of
residential, sale of commercial
buildings, rental design and interior
decoration business
Mechanical and electrical,
communications, and power systems
PT. Walsin Lippo Industries
PT. Walsin Lippo Kabel
Joint Success Enterprises Limited
Chin-Xin Investment Co., Ltd.
Tsai Yi Corporation
Concord II Venture Capital Co., Ltd.
Winbond Electronics Corp.
Steel wires
Production and sale of cables and wires
Indonesia
Indonesia
British Virgin Islands Investments holding
Taiwan
Taiwan
Taiwan
Taiwan
Investments
Management and investments holding
Venture capital and consulting affairs
Research, development, production and
sale of semiconductors and related
components
135,412
611,688
529,955,805
99.22
5,462,298
(179,331)
(177,932 )
270,034
270,034
29,854,246
99.51
348,242
4,640
4,618
481,663
12,004
689,979
2,237,969
457,610
257,860
8,211,615
481,663
11,656
1,164,273
2,237,969
457,610
257,860
7,429,920
10,500
2,999,500
21,344,562
179,468,270
49,831,505
26,670,699
919,380,016
70.00
70.00
49.05
37.00
33.97
26.67
21.99
980,706
11,773
4,237,555
8,575,298
1,026,607
169,753
20,335,573
96,593
(823)
(388,158)
778,816
23,695
(16,574)
(1,146,522)
67,615
(576 )
(308,977 )
288,162
8,049
(4,420 )
(253,924 )
Walton Advanced Engineering, Inc.
Taiwan
Production, sale, and testing of
1,185,854
1,185,854
109,628,376
21.17
2,230,609
(29,495)
(6,244 )
Walsin Technology Corp.
Taiwan
Production and sale of ceramic
1,649,039
1,649,039
88,902,325
18.30
8,631,671
2,325,394
427,443
semiconductors
PT. Walsin Nickel Industrial Indonesia
Walsin Precision Technology Corp.
Indonesia
Malaysia
Production and sale of nickel pig iron
Production and sale of stainless steel
1,509,171
434,994
1,509,171
434,994
500,000
32,178,385
50.00
100.00
7,269,121
551,918
2,855,853
13,214
1,458,312
13,214
capacitors
Walsin Singapore Pte. Ltd.
Walsin Energy Cable System Co., Ltd.
Walsin Lihwa Europe S.a r.l.
PT. Walsin Research Innovation Indonesia Indonesia
Walsin America, LLC
PT. CNGR Walsin New Energy and
Singapore
Taiwan
Luxembourg
USA
Indonesia
plates
Investments holding
Submarine communication cable
Investments holding
Consulting and management
Investments
Investments holding
26,357,910
2,700,000
11,560,560
43,669
196,654
300,000
16,790,710
-
6,692,862
22,223
185,752
300,000
733,000,000
270,000,000
12,000
13,930
N/A
140,651
100.00
90.00
100.00
99.50
100.00
29.17
30,809,949
2,657,462
9,666,272
36,315
(374,028 )
280,654
Technology Indonesia
PT. Westrong Metal Industry
Innovation West Mantewe Pte. Ltd.
PT CNGR Walsin New Mining Industry
Investment Indonesia
Indonesia
Singapore
Indonesia
Manufacture and sale of nickel matte
Investments holding
Investments holding
-
2,452,575
46,929
4,680,030
-
-
-
40
22,257
-
40.00
29.17
-
2,444,727
45,131
1,828,395
1,417,688
(45,479)
639,873
(5,663)
(372,662)
(7,744)
(12,635)
(15,981)
(2,832)
(41,660 )
639,873
(5,625 )
(372,662 ) (Note 4)
(2,259 )
(504 ) (Note 3)
(6,392 )
(860 )
Walsin Lihwa
Holding Limited
Walsin International Investments Limited Hong Kong
Hong Kong
Walcom Chemicals Industrial Limited
Walsin America,
Borrego Energy Holdings, LLC
USA
LLC
Investments
Commerce
Investments
HK$ 3,802,165 HK$4,653,372
0.030
0.030 US$
US$
3,802,164,702
325,000
100.00
65.00
16,499,499
0.828
506,162
-
506,162
-
US$
38,147
US$ 38,147
N/A
-
72.55
-
(379,651 )
(507,325)
(368,064 )
(Continued)
Investor Company
Investee Company
Location
Main Businesses and Products
Original Investment Amount
December 31,
2023
December 31,
2022
Balance as of December 31, 2023
Percentage of
Ownership
(%)
Carrying
Amount
Number of
Shares
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
Borrego Energy
Borrego Energy, LLC
Holdings, LLC
Cleanleaf Energy Holdings, Inc
USA
USA
Grid-connected solar electric systems
US$
Investments
US$
Concord Industries
Walsin Specialty Steel Corp.
British Virgin Islands Commerce and investments
US$
Limited
52,576
(Note 1)
-
(Note 5)
US$
52,576
N/A
100.00
$
(524,112 ) $ (507,325 ) $ (507,325 )
US$
-
100
100.00
-
-
-
82,893
(Note 2)
US$
92,393
(Note 2)
82,893,195
100.00
1,344,952
272,968
272,968
Chin-Cherng
Joint Success Enterprises Limited
British Virgin Islands Investments
725,493
1,202,993
22,175,438
50.95
4,341,711
(388,158 )
(197,766 )
Construction Co.
Dinghsin Development Co., Ltd.
Concord II Venture Capital Co., Ltd.
Chin-Xin Investment Co., Ltd.
Taiwan
Taiwan
Taiwan
Investment of real estate and related
business
Venture capital and consulting affairs
Investments
8,540
1,603
54,154
8,540
2,119,200
35.32
37,561
4,158
1,469
1,603
54,154
172,342
3,264,092
0.17
0.67
1,107
157,192
(16,574 )
778,816
(24 )
5,235
Walsin Singapore
PT. Walsin Nickel Industrial Indonesia
Indonesia
Production and sale of nickel pig iron
US$
42,000
US$
42,000
420,000
42.00
6,278,036
2,855,853
1,199,458
Pte. Ltd.
PT. Sunny Metal Industry
PT. Westrong Metal Industry
Indonesia
Indonesia
Manufacture and sale of nickel matte
Manufacture and sale of nickel matte
US$
US$
200,000
146,000
US$
US$
200,000
-
50,100
590,000
50.10
29.50
6,405,094
4,478,309
1,792,965
(12,635 )
319,574
(Note 3)
(3,210 ) (Note 3)
Walsin Lihwa
Europe S.a r.l.
MEG S.A.
Luxembourg
Investments holding
EUR
347,216
EUR
207,216
8,277
90.21
11,510,849
906,305
770,559
MEG S.A.
Cogne Acciai Speciali S.p.A.
Italy
Production and sale of stainless steel
EUR
155,988
EUR
15,988
314,705,934
77.60
14,215,240
1,105,020
909,541
PT. Sunny Metal
PT. Walhsu Metal Industry
Indonesia
Manufacture and sale of nickel matte
US$
9,491
US$
Industry
PT. Walsin Nickel
PT. Walhsu Metal Industry
Indonesia
Manufacture and sale of nickel matte
US$
9
US$
-
-
9,490,500
99.90
249,671
9,500
0.10
292
724
724
Industrial
Indonesia
Min Maw Precision
Industry Corp.
PT. Walsin Research Innovation Indonesia Indonesia
Consulting and management
224
224
70
0.50
187
(5,663 )
Note 1: The amount of the payment of US$10,372 thousand was deducted for Borrego Energy, LLC employees’ compensation, which was paid by Walsin Lihwa Corporation.
Note 2: The amount included capitalization of retained earnings of US$4,500 thousand.
Note 3: Due to adjustments in the investment structure of the Group, it was transferred from Walsin Lihwa Corporation to Walsin Singapore Pte. Ltd.
Note 4: Due to adjustments in the investment structure of the Group, it was transferred from Walsin Lihwa Holding Limited to Walsin Lihwa Corporation.
Note 5: As of December 31, 2023, the capital injection had not been completed.
Note 6: Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars, Euro and Hong Kong dollars.
723
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(Concluded)
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WALSIN LIHWA CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi)
TABLE 9
1. The names of investee companies in mainland China, main businesses and products, total amount of paid-in capital, investment type, investment flows, percentage of ownership in investment, investment gain or loss, carrying amount, accumulated inward
remittance of earnings and upper limit on investment in mainland China were as follows:
Investee Company
Main Businesses and Products
Paid-in Capital
Method of
Investment
(Note 1)
Jiangyin Walsin Steel Cable
Manufacture and sale of steel cables
Co., Ltd.
and wires
$
(US$
614,100
20,000)
Shanghai Walsin Lihwa
Manufacture and sale of cables and
Power Wire & Cable Co.,
Ltd.
wires
(US$
479,827
15,627)
Hangzhou Walsin Power
Cable & Wire Co., Ltd.
Manufacture and sale of cables and
wires
(US$
5,467,946
178,080)
Walsin (China) Investment
Investments
Co., Ltd.
(US$
2,413,413
78,600)
Changshu Walsin Specialty
Manufacture and sale of specialized
Steel Co., Ltd.
steel tubes
(US$
2,978,385
97,000)
Dongguan Walsin Wire &
Manufacture and sale of bare copper
Cable Co., Ltd.
cables and wires
(US$
798,330
26,000)
Jiangyin Walsin Specialty
Manufacture and sale of cold-rolled
Alloy Materials Co., Ltd.
stainless steel and flat rolled
products
(US$
1,504,545
49,000)
XiAn Walsin Metal Product
Manufacture and sale of specialized
Co., Ltd. (Note 11)
stainless steel plates
(US$
1,699,522
55,350)
Yantai Walsin Stainless
Steel Co., Ltd.
Production and sale of electronic
components and new alloy
materials
(US$
10,288,171
335,065)
(Note 9)
Changzhou China Steel
Melting and forging of nonferrous
Precision Materials Co.,
Ltd.
metallic materials and composites
as well as new types of alloys
(US$
1,338,738
43,600)
(Note 13)
Nanjing Taiwan Trade Mart
Management Co., Ltd.
Business and asset management,
consulting and advertising
services
(US$
30,705
1,000)
Dong Guan Cogne Steel
Products Co., Ltd.
Stainless Steel Products
(EUR
784,564
23,089)
b
b
b
b
b
b
b
b
b
b
b
b
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2023
$
(US$
(US$
(US$
(US$
(US$
(US$
(US$
799,589
26,041)
(Note 2)
459,224
14,956)
(Note 3)
2,590,888
84,380)
(Note 4)
2,413,413
78,600)
(Note 5)
2,978,385
97,000)
(Note 6)
798,330
26,000)
(Note 7)
1,504,545
49,000)
(Note 8)
(US$
925,756
30,150)
(US$
6,537,924
212,927)
(US$
401,621
13,080)
(US$
30,705
1,000)
(US$
-
-)
Remittance of Funds
Outward
Inward
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2023
Net Income
(Loss) of the
Investee
Ownership
of Direct or
Indirect
Investment
(%)
Investment
Gain (Loss)
(Note 17)
Carrying
Amount
as of
December 31,
2023
Accumulated
Repatriation of
Investment Income
as of
December 31, 2023
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
$
(US$
799,589
26,041)
(Note 2)
459,224
14,956)
(Note 3)
2,590,888
84,380)
(Note 4)
2,413,413
78,600)
(Note 5)
2,978,385
97,000)
(Note 6)
798,330
26,000)
(Note 7)
1,504,545
49,000)
(Note 8)
(US$
(US$
(US$
(US$
(US$
(US$
(US$
925,756
30,150)
(US$
6,537,924
212,927)
(US$
401,621
13,080)
(US$
30,705
1,000)
(US$
-
-)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ (101,194)
100.00
$ (101,194 )
$ 728,251
$
36,375
95.71
34,816
1,187,786
183,365
40.00
66,364
724,089
(208,895)
100.00
(208,895 )
4,027,195
273,984
100.00
273,984
1,300,217
(34,993)
100.00
(34,993 )
1,426,606
(588,772)
100.00
(588,722 )
1,178,882
(11,931)
100.00
(11,931 )
(791,207 )
(1,452,987)
100.00
(1,452,987 )
2,604,924
-
-
-
-
-
-
-
-
-
69,464
30.00
20,841
492,115
(US$
971,967
31,655)
(8,336)
100.00
(8,336 )
(518,360 )
(32,133)
70.00
(22,493 )
564,831
-
-
(Continued)
Investee Company
Main Businesses and Products
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2023
Remittance of Funds
Outward
Inward
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2023
Net Income
(Loss) of the
Investee
Ownership
of Direct or
Indirect
Investment
(%)
Investment
Gain (Loss)
(Note 17)
Carrying
Amount
as of
December 31,
2023
Accumulated
Repatriation of
Investment Income
as of
December 31, 2023
Shaanxi Tianhong Silicon
Industrial Corporation
Jiangsu Taiwan Trade Mart
Development Co., Ltd.
Polysilicon production
5,202,288
$
(RMB 1,200,000)
Development and management of
Nanjing Taiwan Trade Mart
Management Co., Ltd.
(RMB
43,352
10,000)
Shaanxi Electronic Group
Communications equipment and
Optoelectronics Technology
Co., Ltd. (Note 12)
electronic components
674,550
(RMB 155,597)
Walsin (Nanjing) Development
Construction, rental and sale of
Co., Ltd.
buildings and industrial
factories
(US$
1,535,500
50,000)
Nanjing Walsin Property
Management Co., Ltd.
Property management, business
management and housing
leasing
(RMB
4,335
1,000)
b
b
b
b
b
$
(US$
(US$
(RMB
$
-
-)
9,334
304)
-
-)
(US$
1,529,109
49,800)
(Note 14)
(RMB
-
-)
-
-
-
-
-
-
-
-
-
-
$
-
-
$
(US$
$
-
-)
-
19.00
$
-
$
-
(Note 10)
$
-
-
-
-
-
-
-
-
(US$
9,334
304)
(RMB
-
-)
(US$
1,529,109
49,800)
(Note 14)
(RMB
-
-)
1,038
20.00
208
9,776
22,638
6.02
-
78,706
(547,393)
99.60
(545,217 ) 8,542,838
(3,962)
99.60
(3,947 )
(21,672 )
-
-
-
-
-
2. The upper limit on investment of WLC in mainland China was as follows:
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2023
(NT$ and US$ in Thousands)
Investment Amounts Authorized by the
Investment Commission, MOEA
(NT$ and US$ in Thousands)
Upper Limit on the Amount of Investments Stipulated by
the Investment Commission, MOEA
(NT$ in Thousands)
$
(US$
18,566,945
604,688)
$
(US$
18,876,175
614,759)
N/A (Note 18)
Notes:
1. Investments can be classified into three categories as follows:
a. Direct investment in mainland China.
b. Reinvestment in mainland China through companies in a third country companies.
c. Others.
2. Including US$15,000 thousand investment through Walsin (China) Investment Co., Ltd.
3. Including US$14,950 thousand investment through Walsin (China) Investment Co., Ltd.
4. Including US$13,300 thousand investment through Walsin (China) Investment Co., Ltd., US$53,000 thousand investment through Ace Result Global Ltd. and US$22,730 thousand dividends appropriated from Dongguan Walsin Wire & Cable Co., Ltd.,
Jiangying Walsin Steel Cable Co., Ltd., Shanghai Walsin Lihwa Power Wire & Cable Co., Ltd. and Hangzhou Walsin Power Cable & Wire Co., Ltd.
5. Capital investment of US$28,600 thousand was contributed from the accounts payable of Walsin (China) Investment Co., Ltd. to Walsin Lihwa Holdings Limited.
6. Including US$20,000 thousand investment through Walsin Specialty Steel Corp. and US$42,000 thousand dividends appropriated from Changshu Walsin Specialty Steel Co., Ltd. and Shanghai Baihe Walsin Lihwa Specialty Steel Co., Ltd.
7. Investment through Walsin (China) Investment Co., Ltd.
(Continued)
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8. Including investments through Walsin (China) Investment Co., Ltd. of US$4,500 thousand and US$4,500 thousand of the own capital of Walsin (China) Investment Co., Ltd.
9. Including investments of its own capital of RMB578,796 thousand from Shanghai Baihe Walsin Lihwa Specialty Steel Co., Ltd., Changzhou Wujin NSL Co., Ltd. and Changshu Walsin Specialty Steel Co., Ltd. and RMB3,750 thousand investments
through Changzhou Wujin NSL Co., Ltd. Including US$32,927 thousand investment through Yantai Huanghai Iron and Steel Co., Ltd. and Yantai Dazhong Recycling Resource Co., Ltd. which were merged.
10. The amount was adjusted by the capital of XiAn Lv Jing Technology Co., Ltd. of RMB228,000 thousand and the fair value.
11. XiAn Walsin Metal Product Co., Ltd. merged XiAn Lv Jing Technology Co., Ltd. and XiAn Walsin Opto-electronic Limited.
12. Shaanxi Electronic Group Optoelectronics Technology Co., Ltd. was formerly known as Shaanxi Optoelectronics Technology Co., Ltd.
13. The amount included capitalization of retained earnings of US$7,280 thousand.
14. The amount included investment through Joint Success Enterprise Limited approved in the previous years.
15. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars, Renminbi and Euro.
16. The currency exchange rates as of December 31, 2023 were as follows: US$ to NT$ = 1:30.705, RMB to NT$ = 1:4.33524, Euro to NT$ = 1:33.98. The average exchange rates of December 31, 2023 were as follows: US$ to NT$ = 1:31.154, RMB to
NT$ = 1:4.41546, Euro to NT$ = 1:33.69722.
17. The basis for recognizing investment gains and losses in the current period is the financial report reviewed by an international accounting firm that has a cooperative relationship with the accounting firm of the Republic of China.
18. Upper limit on investment:
WLC was approved as the operation headquarter by the Industrial Development Bureau, Ministry of Economic Affairs and is thus exempted from the related regulations of “Regulations Governing the Approval of Investment or Technical Cooperation
in Mainland China”.
(Concluded)
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TABLE 9-1
CHIN-CHERNG CONSTRUCTION CO.
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi)
1. The names of investee companies in mainland China, main businesses and products, total amount of paid-in capital, investment type, investment flows, percentage of ownership in investment, investment gain or loss, carrying amount, accumulated inward
remittance of earnings and upper limit on investment in mainland China were as follows:
Investee Company
Main Businesses and
Products
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2023
Remittance of Funds
Outward
Inward
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2023
Net Income (Loss)
of the Investee
Ownership
of Direct or
Indirect
Investment
(%)
Investment Gain
(Loss)
(Note 2)
Carrying Amount
as of
December 31, 2023
Accumulated
Repatriation of
Investment Income
as of
December 31, 2023
(In Thousands of U.S. and Renminbi)
Walsin (Nanjing)
Development Co., Ltd.
Construction, rental and
sale of buildings and
industrial factories
Nanjing Walsin Property
Management Co., Ltd.
Property management,
business management and
housing leasing
2. The upper limit on investment in mainland China
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2023
(NT$ and US$ in Thousands)
US$
50,000
Note 1
US$
25,475
$
- $
- US$
25,475
$
(123,972)
50.95
$
(63,164)
$
1,008,005
$
1,000
Note 1
-
-
-
-
(897)
50.95
(457)
(2,557)
-
-
Investment Amounts Authorized by the
Investment Commission, MOEA
(NT$ and US$ in Thousands)
Upper Limit on the Amount of Investments Stipulated by
the Investment Commission, MOEA
(NT$ in Thousands)
US$25,475
US$25,475
NT$3,294,097 (Note 3)
Note 1:
Investing in companies in mainland China through the companies already established and existing in the areas other than Taiwan and mainland China.
Note 2: The basis for recognizing investment gains and losses in the current period is the financial statements audited by an international accounting firm that has a cooperative relationship with the accounting firm of the Republic of China.
Note 3: The upper limit on investment in mainland China was as follows:
NT$5,490,161 × 60% = NT$3,294,097 thousand.
Note 4: Amounts are stated in thousands of Renminbi, except those stated in thousands of U.S. dollars.
3
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WALSIN LIHWA CORPORATION AND INVESTEES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars, Renminbi, Euro and GBP)
No.
Company Name
Counterparty
Relationship
0 Walsin Lihwa
Corporation
Changshu Walsin Specialty Steel Co., Ltd.
Transactions between parent
company and subsidiaries
Jianyin Walsin Specialty Alloy Materials Co., Ltd. Transactions between parent
company and subsidiaries
Walsin Singapore Pte. Ltd.
Borrego Energy Holdings, LLC
Borrego Energy, LLC
1 Walsin Lihwa Holdings
Walsin (China) Investment Co., Ltd.
Limited
Walsin International Investment Limited
Transactions between parent
company and subsidiaries
Transactions between parent
company and subsidiaries
Transactions between parent
company and subsidiaries
Transactions between parent
company and subsidiaries
Transactions between parent
company and subsidiaries
TABLE 10
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Transaction Details
Amount
Payment Terms
Percentage of
Consolidated Total
Gross Sales or
Total Assets (%)
Financial
Statement
Accounts
$
Sales
Sales
Other receivables
491,550 The terms are set by quotations on the
local market and are similar to those
of general customers
369,262 The terms are set by quotations on the
local market and are similar to those
of general customers
290,281 Based on capital demand
Other receivables
230,405 Based on capital demand
Other receivables
648,967 Based on capital demand
Other receivables RMB 230,703 Based on capital demand
Other receivables US$
4,500 Based on capital demand
2 Walsin (China)
Yantai Walsin Specialty Steel Co., Ltd.
Investment Co., Ltd.
Transactions between subsidiaries Other receivables US$
174,630
RMB 181,078
Based on capital demand
Jiangyin Walsin Specialty Alloy Materials Co., Ltd. Transactions between subsidiaries Other receivables US$
28
Other receivables US$
Jiangyin Walsin Steel Cable Co., Ltd.
70,686
RMB
Transactions between subsidiaries Other receivables US$
22,880 Based on capital demand
Changshu Walsin Specialty Steel Co., Ltd.
Transactions between subsidiaries Other receivables RMB 1,009,637 Based on capital demand
Walsin (Nanjing) Development Co., Ltd.
XiAn Walsin Metal Product Co., Ltd.
Transactions between subsidiaries Other receivables RMB 182,651 Based on capital demand
Nanjing Taiwan Trade Mart Management Co., Ltd. Transactions between subsidiaries Other receivables RMB 100,866 Based on capital demand
19,881 Based on capital demand
Dongguan Walsin Wire & Cable Co., Ltd.
44,596 Based on capital demand
Based on capital demand
Transactions between parent
company and subsidiaries
Other receivables US$
Transactions between parent
company and subsidiaries
3 Walsin International
Walsin Lihwa Corporation
Investments Limited
Transactions between subsidiaries
and parent company
Other receivables US$
104,077 Based on capital demand
PT. Sunny Metal Industry
Walsin (China) Investment Co., Ltd.
Transactions between subsidiaries Other receivables US$
Transactions between subsidiaries Other receivables US$
41,721 Based on capital demand
Based on capital demand
257,578
RMB 916,113
4 Yantai Walsin Stainless
Steel Co., Ltd.
Changshu Walsin Specialty Steel Co., Ltd.
Transactions between subsidiaries Trade receivables RMB
28,350 The terms are set by quotations on the
local market and are similar to those
of general customers
-
-
-
-
-
-
-
2
1
-
-
2
-
-
-
1
-
4
-
(Continued)
No.
Company Name
Counterparty
Relationship
Financial
Statement
Accounts
Transaction Details
Amount
Payment Terms
Percentage of
Consolidated Total
Gross Sales or
Total Assets (%)
Jiangyin Walsin Specialty Alloy
Transactions between subsidiaries Trade receivables RMB 26,154 The terms are set by quotations on the local market
Materials Co., Ltd.
and are similar to those of general customers
Changshu Walsin Specialty Steel
Transactions between subsidiaries Sales
RMB 234,587 The terms are set by quotations on the local market
Co., Ltd.
and are similar to those of general customers
Jiangyin Walsin Specialty Alloy
Transactions between subsidiaries Sales
RMB 266,611 The terms are set by quotations on the local market
Materials Co., Ltd.
Walsin (China) Investment Co., Ltd Transactions between subsidiaries Other receivables
RMB 139,045 Based on capital demand
and are similar to those of general customers
5 Jiangyin Walsin Specialty
Yantai Walsin Stainless Steel Co.,
Transactions between subsidiaries Sales
RMB 34,229 The terms are set by quotations on the local market
Alloy Materials Co., Ltd.
Ltd.
and are similar to those of general customers
Walsin (China) Investment Co., Ltd. Transactions between subsidiaries Other receivables
RMB 127,136 Based on capital demand
6 Changshu Walsin Specialty
Yantai Walsin Stainless Steel Co.,
Transactions between subsidiaries Sales
RMB 57,808 The terms are set by quotations on the local market
Steel Co., Ltd.
7 Shanghai Walsin Lihwa
Power Wire & Cable
Co., Ltd.
8 Dongguan Walsin Wire &
Cable Co., Ltd.
Ltd.
Walsin (China) Investment Co., Ltd. Transactions between subsidiaries Other receivables
RMB 43,198 Based on capital demand
and are similar to those of general customers
Walsin (China) Investment Co., Ltd. Transactions between subsidiaries Other receivables
RMB 201,248 Based on capital demand
Walsin (China) Investment Co., Ltd. Transactions between subsidiaries
and parent company
Other receivables
RMB 276,306 Based on capital demand
9 Walsin Singapore Pte. Ltd. Walsin Lihwa Corporation
Transactions between subsidiaries
Trade receivables US$
4,109 The terms are set by quotations on the local market
Yantai Walsin Stainless Steel Co.,
Ltd.
and parent company
Transactions between subsidiaries Trade receivables US$
and are similar to those of general customers
15,730 The terms are set by quotations on the local market
and are similar to those of general customers
Walsin Lihwa Corporation
Transactions between subsidiaries
Sales
US$ 259,494 The terms are set by quotations on the local market
Yantai Walsin Stainless Steel Co.,
Ltd.
PT. Sunny Metal Industry
and parent company
Transactions between subsidiaries Sales
US$
and are similar to those of general customers
19,973 The terms are set by quotations on the local market
Transactions between parent
company and subsidiaries
Other receivables
US$ 288,902 Based on capital demand
and are similar to those of general customers
10 PT. Sunny Metal Industry PT. Walhsu Metal Industry
Transactions between parent
company and subsidiaries
Other receivables
US$
39,382 Based on capital demand
11 Walsin Info-Electric Corp. Walsin Lihwa Corporation
Transactions between subsidiaries
Other receivables
100,083 Based on capital demand
and parent company
12 Cogne Acciai Speciali
Yantai Walsin Stainless Steel Co.,
Transactions between subsidiaries Trade receivables EUR
9,462 The terms are set by quotations on the local market
S.p.A.
Ltd.
and are similar to those of general customers
Yantai Walsin Stainless Steel Co.,
Transactions between subsidiaries Sales
EUR
9,462 The terms are set by quotations on the local market
Ltd.
Special Melted Products Limited
Transactions between parent
company and subsidiaries
Other receivables
GBP
and are similar to those of general customers
6,152 Based on capital demand
-
1
1
-
-
-
-
-
-
1
-
-
4
-
3
-
-
-
-
-
(Concluded)
3
1
7
Financial Information
TABLE 11
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS
DECEMBER 31, 2023
Name of Major Shareholder
Chin-Xin Investment Co., Ltd.
Winbond Electronics Corp.
TECO Electric & Machinery Co., Ltd.
Shares
Number of
Shares
Percentage of
Ownership
(%)
248,002,375
247,527,493
210,332,690
6.15
6.14
5.22
Note 1: The information of major shareholders presented in this table is provided by the Taiwan
Depository & Clearing Corporation based on the number of ordinary shares and preferred
shares held by shareholders with ownership of 5% or greater, that have been issued without
physical registration (included treasury shares) by the Company as of the last business day
for the current quarter. The share capital in the consolidated financial statements may differ
from the actual number of shares that have been issued without physical registration because
of different preparation basis.
Note 2: If a shareholder delivers their shareholdings to the trust, the above information will be
disclosed by the individual trustee who opened the trust account. For shareholders who
declare insider shareholdings with ownership greater than 10% in accordance with Security
and Exchange Act, the shareholdings include shares held by shareholders and those delivered
to the trust over which shareholders have rights to determine the use of trust property. For
information relating to insider shareholding declaration, please refer to Market Observation
Post System.
318
5. Financial report of the parent company of the most recent year audited and certified
by Supervisors
INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Walsin Lihwa Corporation
Opinion
We have audited the accompanying parent company only financial statements of Walsin Lihwa
Corporation (the “Company”), which comprise the parent company only balance sheets as of
December 31, 2023 and 2022, and the parent company only statements of comprehensive income,
changes in equity and cash flows for the years then ended, and the notes to the parent company only
financial statements, including material accounting policy information (collectively referred to as the
“parent company only financial statements”).
In our opinion, based on our audits and the reports of other auditors (as set out in the Other Matter
section of our report), the accompanying parent company only financial statements present fairly, in
all material respects, the parent company only financial position of the Company as of December 31,
2023 and 2022, and its parent company only financial performance and its parent company only cash
flows for the years then ended in accordance with the Regulations Governing the Preparation of
Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and
Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the
Republic of China. Our responsibilities under those standards are further described in the Auditors’
Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report.
We are independent of the Company in accordance with The Norm of Professional Ethics for Certified
Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. Based on our audits and the reports of other auditors, we believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the parent company only financial statements as of and for the year ended December 31,
2023. These matters were addressed in the context of our audit of the parent company only financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
319
Financial Information
The following are key audit matters of the Company’s parent company only financial statements as of
and for the year ended December 31, 2023:
Sales Revenue Recognition
In 2023, the main products of the Company’s wires and cables business unit include bare copper wires,
wires and cables. The fluctuation in prices of bare copper wires is often subject to the movement in
prices of raw materials, and thus some of the sales prices are set according to the market prices agreed
under the contracts at the time of shipments. The Company prepares reports on point-of-sale
transactions by referring to the actual shipments and market price adjustments as the basis for revenue
recognition. Due to the large number of transactions and different market prices that have been agreed
upon by customers, the processing, recording and maintenance of such reports are performed manually,
and their amounts are significant to the parent company only financial statements. Therefore, the
accuracy of revenue recognized from sales of bare copper wires was considered as a key audit matter.
Refer to Notes 4 and 22 to the parent company only financial statements for related accounting
policies and disclosure of information relating to revenue recognition.
Our audit procedures performed in respect of the above key audit matter were as follows:
1. We obtained an understanding and tested the reasonableness of revenue recognition policy and
internal control procedures over the sales of bare copper wires and evaluated the effectiveness of
relevant internal controls.
2. We performed sampling and reconciliation of sales prices and quantities with their respective
amounts in the contracts and verified the accuracy of market price adjustments.
3. We verified the accuracy of monthly reports by recalculating the sales revenue and confirmed that
the recognized amounts were consistent with those recorded in the general ledger.
Other Matter
The parent company only financial statements of certain equity-method investees included in the
parent company only financial statements as of and for the years ended December 31, 2023 and 2022
were audited by other auditors. Our opinion, insofar as it relates to such investments, is based solely
on the reports of other auditors. The investments in such investees amounted to NT$14,356,192
thousand and NT$14,685,608 thousand, which constituted 7.08% and 7.30% of the total assets as of
December 31, 2023 and 2022, respectively. The aforementioned investment classified as other
non-current liabilities was NT$374,028 thousand, which constituted 0.18% of the total assets as of
December 31, 2023. The investment gains (loss) amounted to NT$486,243 thousand and NT$(118,414)
thousand for the years ended December 31, 2023 and 2022, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company
Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only
financial statements in accordance with the Regulations Governing the Preparation of Financial
Reports by Securities Issuers, and for such internal control as management determines is necessary to
enable the preparation of parent company only financial statements that are free from material
misstatement, whether due to fraud or error.
320
In preparing the parent company only financial statements, management is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including audit committee) are responsible for overseeing the
Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only
financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1.
Identify and assess the risks of material misstatement of the parent company only 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
intentional omissions,
resulting from error, as fraud may
misrepresentations, or the override of internal control.
involve collusion, forgery,
2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditors’ report to the related disclosures in the parent company only financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the parent company only financial
statements, including the disclosures, and whether the parent company only financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or
business activities within the Company to express an opinion on the parent company only
financial statements. We are responsible for the direction, supervision, and performance of the
audit. We remain solely responsible for our audit opinion.
321
Financial Information
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the parent company only financial statements for the year
ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our
auditors’ report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Wen-Yea Shyu
and Ker-Chang Wu.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 23, 2024
Notice to Readers
The accompanying parent company only financial statements are intended only to present the
financial position, financial performance and cash flows in accordance with accounting principles
and practices generally accepted in the Republic of China and not those of any other jurisdictions.
The standards, procedures and practices to audit such parent company only financial statements are
those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent
company only financial statements have been translated into English from the original Chinese
version prepared and used in the Republic of China. If there is any conflict between the English
version and the original Chinese version or any difference in the interpretation of the two versions, the
Chinese-language independent auditors’ report and parent company only financial statements shall
prevail.
322
WALSIN LIHWA CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 3, 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Contract assets - current (Notes 4 and 8)
Notes receivable (Notes 4, 9 and 32)
Trade receivables (Notes 4 and 9)
Trade receivables from related parties (Notes 4, 9 and 32)
Finance lease receivables (Notes 4, 10 and 32)
Other receivables (Note 32)
Inventories (Notes 4 and 11)
Other current assets (Notes 3, 6, 17 and 33)
Total current assets
NON-CURRENT ASSETS
2023
Amount
%
2022 (Restated)
Amount
%
$
3,530,594
1,499,047
175,083
15,863
2,119,899
438,177
9,068
1,720,601
11,120,657
314,635
2
1
-
-
1
-
-
1
5
-
$ 10,997,025
-
267,147
25,058
3,652,066
296,053
-
8,272,172
11,819,088
2,019,441
6
-
-
-
2
-
-
4
6
1
20,943,624
10
37,348,050
19
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 12)
Investments accounted for using equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)
Right-of-use assets (Notes 4 and 15)
Investment properties (Notes 4 and 16)
Deferred tax assets - non-current (Notes 4 and 24)
Refundable deposits
Finance lease receivables - non-current (Notes 4, 10 and 32)
Other non-current assets (Notes 6, 17 and 33)
1,184,108
18,635,179
130,841,304
20,828,266
75,711
8,099,078
680,501
25,700
1,517,217
34,394
1
9
65
10
-
4
-
-
1
-
2,567,786
12,206,200
117,556,202
18,760,190
1,459,994
8,170,554
700,710
31,197
-
2,281,237
1
6
59
9
1
4
-
-
-
1
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 18)
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Trade payables (Note 32)
Other payables
Other payables to related parties (Note 32)
Current tax liabilities (Notes 4 and 24)
Lease liabilities - current (Notes 4 and 15)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Bonds Payable (Note 19)
Long-term borrowings (Note 18)
Long-term notes and bills payable (Note 18)
Deferred tax liabilities (Notes 4 and 24)
Lease liabilities - non-current (Notes 4 and 15)
Net defined benefit liabilities - non-current (Notes 4 and 20)
Other non-current liabilities (Notes 29 and 32)
Total non-current liabilities
Total liabilities
EQUITY (Note 21)
Share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Exchange differences on translation of the financial statements of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income
Loss on hedging instruments
Other equity - other
Total other equity
Total equity
TOTAL
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
181,921,458
90
163,734,070
81
$ 202,865,082
100
$ 201,082,120
100
$
504,234
44,519
3,648,025
2,163,348
3,308,150
1,361,449
37,025
407,295
11,474,045
-
-
2
1
2
1
-
-
6
12,800,000
26,446,398
2,998,822
5,974,347
1,675,034
137,005
549,116
6
13
2
3
1
-
-
$
6,600,565
51,505
3,226,544
2,884,659
9,273,554
1,420,015
38,519
227,916
3
-
2
1
5
1
-
-
23,723,277
12
7,500,000
37,445,270
1,497,914
5,495,675
1,498,347
147,420
193,341
4
18
1
3
1
-
-
50,580,722
25
53,777,967
27
62,054,767
31
77,501,244
39
40,313,329
33,624,917
20
16
37,313,329
24,672,454
18
12
9,538,222
2,712,250
48,340,145
60,590,617
5
1
24
30
7,564,090
2,712,250
51,762,058
62,038,398
4
1
26
31
(4,947,475)
14,068,677
(65,100)
(2,774,650)
6,281,452
(3)
7
-
(1)
3
(4,256,774)
6,693,877
(105,801)
(2,774,607)
(443,305)
(2)
3
-
(1)
-
140,810,315
69
123,580,876
61
$ 202,865,082
100
$ 201,082,120
100
323
Financial Information
WALSIN LIHWA CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dol
lars, Except Earnings Per Share)
2023
2022
Amount
%
Amount
%
OPERATING REVENUE (Notes 4 and 22)
$ 83,321,352
100
$ 98,420,045
100
OPERATING COSTS (Note 11)
(76,550,777) (92)
(87,224,447) (89)
(UNREALIZED) REALIZED GAIN
(11,785)
GROSS PROFIT
OPERATING EXPENSES
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest income
Dividend income
Other income - other
Gain on disposal of property, plant and
equipment
Foreign exchange gain, net
Gain (loss) on valuation of financial assets and
liabilities at fair value through profit or loss
Other expenses
Gain (loss) on disposal of investments (Note
23)
Interest expense
Share of profit of subsidiaries and associates
accounted for using the equity method
6,758,790
845,777
1,659,411
211,655
2,716,843
4,041,947
254,125
510,707
58,360
430
102,135
122,354
(76,810)
1,659,130
Total non-operating income and expenses
2,909,936
PROFIT BEFORE INCOME TAX FROM
CONTINUING OPERATIONS
6,951,883
-
8
1
2
-
3
5
-
1
-
-
-
-
-
11,802
-
11,207,400
11
1,431,892
1,833,812
200,649
3,466,353
7,741,047
119,155
764,885
405,699
78,846
1,732,956
(165,235)
(124,715)
1
2
-
3
8
-
1
-
-
2
-
-
2
3
8
15,429,151
16
16,915,494
17
24,656,541
25
1,085,948
(806,443)
1
(1)
(597,501)
(727,747)
(1)
(1)
INCOME TAX EXPENSE (Notes 4 and 24)
(1,817,567)
(2)
(5,304,444)
(5)
NET PROFIT FOR THE YEAR
5,134,316
6
19,352,097
20
(Continued)
324
WALSIN LIHWA CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2023
2022
Amount
%
Amount
%
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
(Notes 4 and 20)
$
(34,728)
-
$
260,538
-
Unrealized gain (loss) on investments in
equity instruments at fair value through
other comprehensive income
Share of the other comprehensive income
(loss) of associates accounted for using the
equity method
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translating the
financial statements of foreign operations
Share of other comprehensive (loss) income
of associates accounted for using the
equity method
6,254,992
1,288,838
7,509,102
7
2
9
(4,022,988)
(4)
(688,713)
(4,451,163)
(1)
(5)
(642,710)
(1)
1,663,884
(7,290)
(650,000)
-
(1)
74,228
1,738,112
2
-
2
Other comprehensive income (loss) for the
year, net of income tax
6,859,102
8
(2,713,051)
(3)
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
$ 11,993,418
14
$ 16,639,046
17
EARNINGS PER SHARE (Note 25)
Basic
Diluted
$
$
1.32
1.32
$
$
5.45
5.44
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(Concluded)
325
3
2
6
WALSIN LIHWA CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
Share Capital
Capital Surplus
Legal Reserve
Special Reserve
Retained Earnings
Unappropriated
Earnings
Exchange Differences
on Translating the
Financial Statements
of Foreign Operations
Other Equity
Unrealized Valuation Gain
(Loss) on Financial Assets at
Fair Value through
Other Comprehensive
Income
Loss on Hedging
Instrument
Others
Total Equity
BALANCE AT JANUARY 1, 2022
$ 34,313,329
$ 18,440,875
$
6,109,568
$
2,712,250
$ 38,965,389
$
(6,100,687 )
$
11,534,267
$
-
$
(91,467 )
$ 105,883,524
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Appropriation of 2021 earnings (Note 21)
Legal reserve
Cash dividends distributed by WLC
Excess of the carrying amount over the consideration received of the
subsidiaries' net assets during disposal
Change in ownership interests in subsidiaries
Disposal of equity instrument measured at fair value through other
comprehensive income
Changes in capital surplus from investments in associates accounted
for using the equity method
-
-
-
-
-
-
-
-
1,454,522
-
(994 )
-
-
887
Issuance of ordinary shares for cash
3,000,000
6,000,000
Net profit for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31,
2022, net of income tax
Total comprehensive income (loss) for the year ended December 31,
2022
Share-based payment transaction (Note 26)
Others
-
-
-
-
-
-
-
-
225,000
6,686
Appropriation of 2022 earnings (Note 21)
Legal reserve
Cash dividends distributed by WLC
Changes in capital surplus from investments in associates accounted
for using the equity method
Change in ownership interests in subsidiaries
-
-
-
-
-
-
1,974,132
-
(6,932 )
26,730
Issuance of ordinary shares for cash
3,000,000
8,923,497
Net profit for the year ended December 31, 2023
Other comprehensive (loss) income for the year ended December 31,
2023, net of income tax
Total comprehensive income (loss) for the year ended December 31,
2023
Others
-
-
-
-
-
-
-
9,168
BALANCE AT DECEMBER 31, 2023
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
$ 40,313,329
$ 33,624,917
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,454,522 )
(5,490,133 )
-
-
(3,589 )
79,546
-
19,352,097
-
-
-
-
-
-
-
-
-
-
-
-
3,589
(79,546 )
-
-
-
-
-
-
-
-
-
-
313,270
1,843,913
(4,764,433 )
(105,801 )
19,665,367
1,843,913
(4,764,433 )
(105,801 )
-
-
-
-
-
-
-
-
-
-
-
-
(5,490,133 )
(994 )
(2,683,140 )
(2,683,140 )
-
-
-
-
-
-
-
-
-
887
9,000,000
19,352,097
(2,713,051 )
16,639,046
225,000
6,686
-
-
-
-
-
-
-
-
-
(1,974,132 )
(6,716,399 )
204,652
-
-
5,134,316
-
-
-
-
-
-
-
-
(204,652 )
-
-
-
-
-
-
-
-
-
(70,350 )
(690,701 )
7,579,452
40,701
5,063,966
(690,701 )
-
-
7,579,452
-
40,701
-
-
-
-
-
-
-
-
-
-
(6,716,399 )
(6,932 )
26,730
11,923,497
5,134,316
6,859,102
11,993,418
(43 )
9,125
BALANCE AT DECEMBER 31, 2022
37,313,329
24,672,454
7,564,090
2,712,250
51,762,058
(4,256,774 )
6,693,877
(105,801 )
(2,774,607 )
123,580,876
$
9,538,222
$
2,712,250
$ 48,340,145
$
(4,947,475 )
$
14,068,677
$
(65,100 ) $ (2,774,650 )
$ 140,810,315
WALSIN LIHWA CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Net (gain) loss on fair value changes of financial assets and
liabilities at fair value through profit or loss
Interest expenses
Interest income
Dividend income
Compensation costs of employee share options
Share of profit of subsidiaries and associates accounted for
using the equity method
Gain on disposal of property, plant and equipment
(Gain) loss on disposal of investments
Unrealized (realized) gain on the transaction with associates
Unrealized loss on foreign currency exchange
Loss on lease modification
Changes in operating assets and liabilities
Decrease (increase) in financial assets mandatorily classified
2023
2022 (Restated)
$
6,951,883
$ 24,656,541
1,408,723
28,191
(122,354)
806,443
(254,125)
(510,707)
-
1,422,173
11,750
165,235
727,747
(119,155)
(764,885)
225,000
(1,659,130)
(430)
(1,085,948)
11,785
424
8
(15,429,151)
(78,846)
597,501
(11,802)
7,352
6
as at fair value through profit or loss
Decrease (increase) in contract assets
Decrease in notes receivable
Decrease in trade receivables
Decrease (increase) in other receivables
Decrease in inventories
Decrease in other current assets
Decrease (increase) in other financial assets
(Increase) decrease in other operating assets
Increase in trade payables
(Decrease) increase in other payables
Increase (decrease) in other current liabilities
Decrease in net defined benefit liabilities
Decrease in other operating liabilities
Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
1,084,190
92,064
9,195
1,390,043
694,938
698,431
1,427,973
280,997
(2)
421,481
(866,064)
167,594
(45,143)
(766)
10,929,694
232,104
1,874,051
(706,048)
(1,349,412)
Net cash generated from operating activities
10,980,389
(555,033)
(116,082)
11,935
1,170,524
(625,476)
3,748,184
232,752
(280,997)
93,091
186,320
146,827
(133,155)
(43,738)
(50,009)
15,194,609
118,408
2,161,080
(649,093)
(1,989,646)
14,835,358
(Continued)
327
Financial Information
WALSIN LIHWA CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
2023
2022 (Restated)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other
comprehensive income
$
(173,987) $
(90,000)
Disposal of financial assets at fair value through other
comprehensive income
Purchase of financial assets at fair value through profit or loss
Acquisition of investments accounted for using the equity method
Increase in prepaid long-term investments
Repatriation through capital reduction of investee companies
accounted for using the equity method
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease (increase) in other receivables
Purchase of investment properties
Decrease in finance lease receivables
Other investing activities
-
-
(19,529,179)
(17,423)
4,501,800
(3,507,223)
430
5,497
5,831,227
-
7,475
(458,231)
335
(2,686,100)
(17,718,066)
(2,204,073)
11,178,225
(2,467,304)
129,210
(3,650)
(6,710,599)
(183)
-
(524,195)
Net cash used in investing activities
(13,339,614)
(21,096,400)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Proceeds from bonds payable
Proceeds from long-term borrowings
Repayment of long-term borrowings
Increase in long-term notes and bills payable
Increase in other payables to related parties
Repayment of the principal portion of lease liabilities
Cash dividends paid
Proceeds from issuance of ordinary shares
Other financing activities
(6,096,337)
5,300,000
13,246,152
(24,245,024)
1,500,908
13,634
(43,182)
(6,716,022)
11,923,497
9,168
1,518,581
-
21,755,400
(19,450,144)
1,497,914
3,345,925
(30,665)
(5,489,781)
9,000,000
6,685
Net cash (used in) generated from financing activities
(5,107,206)
12,153,915
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
(7,466,431)
5,892,873
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR
10,997,025
5,104,152
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $
3,530,594
$ 10,997,025
The accompanying notes are an integral part of the parent company only financial statements.
(With Deloitte & Touche auditors’ report dated February 23, 2024)
(Concluded)
328
WALSIN LIHWA CORPORATION
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
1. GENERAL INFORMATION
Walsin Lihwa Corporation (“the Company”) was incorporated in December 1966 and commenced
operations in December 1966. To diversify its operations, the Company made various investments
in construction, electronics, material science, real estate, etc. The Company’s main products are
wires, cables, stainless steel, resource business and real estate.
The Company’s shares have been listed on the Taiwan Stock Exchange (TWSE) since November
1972. In October 1995, November 2010 and June 2023, the Company increased its share capital
and issued Global Depositary Receipts (GDRs), which were listed on the Luxembourg Stock
Exchange under stock number 168527.
The parent company only financial statements are presented in the Company’s functional
currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The parent company only financial statements were approved by the board of directors on
February 23, 2024.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS, AMENDED AND
INTERPRETATIONS
a. Initial application of the amendments to the International Financial Reporting Standards
(IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC
Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued
into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the IFRS Accounting Standards endorsed
and issued into effect by the FSC did not have a material impact on the Company’s accounting
policies.
1) Amendments to IAS 1 “Disclosure of Accounting Policies”
When applying the amendments, the Company refers to the definition of material to
determine its material accounting policy information to be disclosed. Accounting policy
information is material if it can reasonably be expected to influence decisions that the
primary users of general purpose financial statements make on the basis of those financial
statements. Moreover:
Accounting policy information that relates to immaterial transactions, other events or
conditions is immaterial and need not be disclosed;
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Financial Information
The Company may consider the accounting policy information material because of the
nature of the related transactions, other events or conditions, even if the amounts are
immaterial; and
Not all accounting policy information relating to material transactions, other events or
conditions is itself material.
The accounting policy information is likely to be considered material to the parent
company only financial statements if that information relates to material transactions,
other events or conditions and:
a) The Company changed its accounting policy during the reporting period and this
change resulted in a material change to the information in the parent company only
financial statements;
b) The Company chose the accounting policy from options permitted by the standards;
c) The accounting policy was developed in accordance with IAS 8 “Accounting Policies,
Changes in Accounting Estimates and Errors” in the absence of an IFRS that
specifically applies;
d) The accounting policy relates to an area for which the Company is required to make
significant judgments or assumptions in applying an accounting policy, and the
Company discloses those judgments or assumptions; or
e) The accounting is complex, and users of the financial statements would otherwise not
understand those material transactions, other events or conditions.
Refer to Note 4 for related accounting policy information.
2) Amendments to IAS 8 “Definition of Accounting Estimates”
The Company has applied the amendments since January 1, 2023, which defines
accounting estimates as monetary amounts in parent company only financial statements
that are subject to measurement uncertainty. In applying accounting policies, the
Company may be required to measure items at monetary amounts that cannot be observed
directly and must instead be estimated. In such a case, the Company uses measurement
techniques and inputs to develop accounting estimates to achieve the objective. The
effects on an accounting estimate of a change in a measurement technique or a change in
an input are changes in accounting estimates unless they result from the correction of prior
period errors.
3) Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a
Single Transaction”
The amendments clarify that the initial recognition exemption under IAS 12 does not
apply to transactions in which equal taxable and deductible temporary differences arise on
initial recognition. The Company applied the amendments and recognized a deferred tax
asset (to the extent that it is probable that taxable profit will be available against which the
deductible temporary difference can be utilized) and a deferred tax liability for all
deductible and taxable temporary differences associated with leases and decommissioning
obligations on January 1, 2022. The Company shall apply the amendments prospectively
to transactions other than leases and decommissioning obligations that occur on or after
330
January 1, 2022. Upon initial application of the amendments to IAS 12, the Company
recognized the cumulative effect of retrospective application on January 1, 2022, and
restated comparative information.
4) Amendments to IAS 12 “International Tax Reform - Pillar Two Model Rules”
The amendments introduce a temporary exception to the requirements in IAS 12 by
stipulating that the Company should neither recognize nor disclose information about
deferred tax assets and liabilities related to Pillar Two income taxes. The amendments also
require the Company to disclose that it has applied the exception and separately disclose
its current tax expense (income) related to Pillar Two income taxes. In addition, for
periods in which Pillar Two legislation is enacted or substantively enacted but not yet in
effect, the Company should disclose qualitative and quantitative information that helps
users of financial statements understand the Company’s exposure to Pillar Two income
taxes. The requirement that the Company apply the exception and the requirement to
disclose that fact are applied immediately and retrospectively upon issuance of the
amendments. The remaining disclosure requirements apply for annual reporting periods
beginning on or after January 1, 2023, but not for any interim period ending on or before
December 31, 2023.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2024
New, Amended and Revised Standards and
Interpretations
Effective Date
Announced by IFRS
Accounting Standards
Amendments to IFRS 16 “Leases Liability in a Sale and
January 1, 2024 (Note 2)
Leaseback”
Amendments to IAS 1 “Classification of Liabilities as
January 1, 2024
Current or Non-current”
Amendments to IAS 1 “Non-current Liabilities with
January 1, 2024
Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier Finance
January 1, 2024 (Note 3)
Arrangements”
Note 1: Unless stated otherwise, the above IFRS Accounting Standards will be effective for
annual reporting periods beginning on or after their respective effective dates.
Note 2: The seller concurrently the lessee shall retrospectively apply the amendment to IFRS
16 to the sale and leaseback transactions entered after the initial application date of
IFRS 16.
Note 3: The amendments provide some transition relief regarding disclosure requirements.
1) Amendments to IFRS 16, “Lease Liability in a Sale and Leaseback”
The amendments clarify that for a sale and leaseback transaction, if the transfer of an asset
meets the requirements of "Revenue from Contracts with Customers" in IFRS 15 and it is
classified as a sale, the liabilities that arise from the leaseback by the seller and lessee,
shall be treated according to the lease liability of IFRS 16. However, if it involves variable
lease payments that are not dependent on the index or rate, the seller and lessee shall
measure the liability in a manner that does not recognize the gain or loss related to the
retained right of use. Subsequently, the difference between the current lease payment
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Financial Information
amount and the actual payment amount included in the calculation of lease liabilities is
recognized as profit or loss.
The 2020 amendments stipulate that, for the purpose of classification of liabilities, the
aforementioned settlement refers to the elimination of liabilities due to the transfer of
cash, other economic resources, or the Company's equity instruments to the counterparty.
However, if the terms of a liability may, at the option of the counterparty, result in its
settlement by the transfer of the Company's equity instruments, and if the option is
recognized separately in equity in accordance with IAS 32 "Financial Instruments:
Presentation," the aforementioned clauses do not affect the classification of liabilities.
2) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (referred
to as the “2020 amendments”) and “Non-current Liabilities with Covenants” (referred to
as the “2022 amendments”)
The 2020 amendments clarify that for a liability to be classified as non-current, the
Company shall assess whether it has the right at the end of the reporting period to defer
settlement of the liability for at least twelve months after the reporting period. If such
rights are in existence at the end of the reporting period, the liability is classified as
non-current regardless of whether the Company will exercise that right.
The 2020 amendments also stipulate that, if the right to defer settlement is subject to
compliance with specified conditions, the Company must comply with those conditions at
the end of the reporting period even if the lender does not test compliance until a later
date. The 2022 amendments further clarify that only covenants with which an entity is
required to comply on or before the reporting date should affect the classification of a
liability as current or non-current. Although the covenants to be complied with within
twelve months after the reporting period do not affect the classification of a liability, the
Company shall disclose information that enables users of financial statements to
understand the risk of the Company that may have difficulty complying with the
covenants and repay its liabilities within twelve months after the reporting period.
The 2020 amendments stipulate that, for the purpose of liability classification, the
aforementioned settlement refers to a transfer of cash, other economic resources or the
Company’s own equity instruments to the counterparty that results in the extinguishment
of the liability. However, if the terms of a liability that could, at the option of the
counterparty, result in its settlement by a transfer of the Company’s own equity
instruments, and if such option is recognized separately as equity in accordance with IAS
32: Financial Instruments: Presentation, the aforementioned terms would not affect the
classification of the liability.
3) IAS 7 and IFRS 7 Amendments “Supplier Financing Arrangements”
Supplier finance arrangements are characterized by one or more finance providers offering
to pay amounts an entity owes its suppliers and the entity agreeing to pay according to the
terms and conditions of the arrangements at the same date as, or a date later than, the
suppliers are paid. The amendments stipulate that the Company shall disclose the relevant
information about its supplier finance arrangements that enables users of financial
statements to assess the effects of those arrangements on the Company’s liabilities and
cash flows and on the Company’s exposure to liquidity risk.
In addition to the above effects, as of the date the parent company only financial
statements were authorized for issue, the Company is continuously assessing the possible
332
impact that the amendments of other standards and interpretations will have on the
Company’s financial position and financial performance and will disclose the relevant
impact when the assessment is completed.
Except for the above impact, as of the date the parent company only financial statements were
authorized for issue, the Company has assessed that the application of other standards and
interpretations will not have a material impact on the Company’s financial position and
financial performance.
c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the
FSC
New, Amended and Revised Standards and
Interpretations
Effective Date
Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture”
To be determined by IASB
IFRS 17 “Insurance Contracts”
Amendments to IFRS 17
Amendments to IFRS 17 “Initial Application of IFRS 9 and
January 1, 2023
January 1, 2023
January 1, 2023
IFRS 17 - Comparative Information”
Amendments to IAS 21 “Lack of Convertibility.”.
January 1, 2025 (Note 2)
Note 1: Unless
noted
recently
released/amended/amended standards or interpretations take effects from the year of
reporting period after the dates of release or amendment.
otherwise,
standards
above
said
the
Note 2: An entity shall apply those amendments for annual reporting periods beginning on
or after January 1, 2025. Upon initial application of the amendments, the entity
recognizes any effect as an adjustment to the opening balance of retained earnings.
When the entity uses a presentation currency other than its functional currency, it
shall, at the date of initial application, recognize any effect as an adjustment to the
cumulative amount of translation differences in equity.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor
and Its Associate or Joint Venture”
The amendments stipulate that, when the Company sells or contributes assets that
constitute a business (as defined in IFRS 3) to an associate or joint venture, the gain or
loss resulting from the transaction is recognized in full. Also, when the Company loses
control of a subsidiary that contains a business but retains significant influence or joint
venture, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Company sells or contributes assets that do not constitute a business
to an associate or joint venture, the gain or loss resulting from the transaction is
recognized only to the extent of the Company’s interest as an unrelated investor in the
associate or joint venture, i.e., the Company’s share of the gain or loss is eliminated. Also,
when the Company loses control of a subsidiary that does not contain a business but
retains significant influence or joint control over an associate or a joint venture, the gain or
loss resulting from the transaction is recognized only to the extent of the Company’s
interest as an unrelated investor in the associate or joint venture, i.e., the Company’s share
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Financial Information
of the gain or loss is eliminated.
2) Amendments to IAS 21 “Lack of Exchangeability”
The amendments stipulate that a currency is exchangeable into another currency when an
entity is able to obtain the other currency within a time frame that allows for a normal
administrative delay and through a market or exchange mechanism in which an exchange
transaction would create enforceable rights and obligations. An entity shall estimate the
spot exchange rate at a measurement date when a currency is not exchangeable into
another currency to reflect the rate at which an orderly exchange transaction would take
place at the measurement date between market participants under prevailing economic
conditions. In this situation, the Company shall disclose information that enables users of
its financial statements to understand how the currency not being exchangeable into the
other currency affects, or is expected to affect, its financial performance, financial position
and cash flows.
As of the date the parent company only financial statements were authorized for issue, the
Company has assessed that the aforesaid amendments to standards and interpretations will
not have any material impact on the Company’s financial position and financial
performance; provided, the Company is continuously assessing the possible impact that
the application of other standards and interpretations will have on the Company’s financial
position and financial performance and will disclose the relevant impact when the
assessment is completed.
d. Presentation of Items Reclassified Subsequently
The management of the Company considers that the bank deposits repatriated for restricted
purpose for the use of substantial investments and financial investments in accordance with
the Management, Utilization, and Taxation of Repatriated Offshore Funds Act. do not change
the nature of the deposit as the entity can access those amounts on demand. The management
concludes that the presentation of cash and cash equivalents is more appropriate and,
therefore, has changed the presentation of the parent company only balance sheets and parent
company only statements of cash flows in 2023. The other current assets - other were
reclassified to cash and cash equivalents with a carrying amount of $23,380 thousand and
$40,786 thousand, on December 31, 2023 and 2022. The impact on cash flows for the year
ended December 31, 2022 was as follows:
Net cash used in operating activities
Net decrease in cash and cash equivalents
Adjustments
$ (39,707)
$ (39,707)
4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
a. Statement of compliance
The parent company only financial statements have been prepared in accordance with the
Regulations Governing the Preparation of Financial Reports by Securities Issuers.
b. Basis of preparation
The parent company only financial statements have been prepared on the historical cost basis
334
except for financial instruments, which are measured at fair value and net defined benefit
liabilities which are measured at the present value of the defined benefit obligation less the
fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to
which the fair value measurement inputs are observable and based on the significance of the
inputs to the fair value measurement in its entirety, are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are
observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived
from prices); and
3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing these parent company only financial statements, the Company used the equity
method to account for its investments in subsidiaries and associates. In order for the amounts
of the net profit for the year, other comprehensive income for the year and total equity in the
parent company only financial statements to be the same with the amounts attributable to the
owners of the Company in its consolidated financial statements, adjustments arising from the
differences in accounting treatments between the parent company only basis and the
consolidated basis were made to investments accounted for using the equity method, the share
of profit or loss of subsidiaries and associates, the share of other comprehensive income of
subsidiaries and associates and the related equity items, as appropriate, in these parent
company only financial statements.
c. Classification of current and non-current assets and liabilities
Current assets include:
Assets held primarily for the purpose of trading;
Assets expected to be realized within 12 months after the reporting period; and
Cash and cash equivalents unless the asset is restricted from being exchanged or used to
settle a liability for at least 12 months after the reporting period.
Current liabilities include:
Liabilities held primarily for the purpose of trading;
Liabilities due to be settled within 12 months after the reporting period; and
Liabilities for which the Company does not have an unconditional right to defer settlement
for at least 12 months after the reporting period. 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.
Assets and liabilities that are not classified as current are classified as non-current.
335
Financial Information
d. Foreign currencies
In preparing the Company’s parent company only financial statements, transactions in
currencies other than the Company’s functional currency (foreign currencies) are recognized
at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Exchange differences on monetary items
arising from settlement or translation are recognized in profit or loss in the period in which
they arise except for exchange differences on transactions entered into in order to hedge
certain foreign currency risks.
Non-monetary items denominated in foreign currencies that are measured at fair value are
retranslated at the rates prevailing at the date when fair value was determined. Exchange
differences arising from the retranslation of non-monetary items are included in profit or loss
for the period except for exchange differences arising from the retranslation of non-monetary
items in respect of which gains and losses are recognized directly in other comprehensive
income; in which cases, the exchange differences are also recognized directly in other
comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is
stated at the reporting currency as originally translated from the foreign currency.
e. Inventories
Inventories consist of raw materials, supplies, finished goods and work-in-process and are
stated at the lower of cost or net realizable value. Inventory write-downs are made by item,
except where it may be appropriate to group similar or related items. The net realizable value
is the estimated selling price of inventories less all estimated costs of completion and costs
necessary to make the sale. Inventories are recorded at the weighted-average cost on the
parent company only balance sheets date.
f.
Investments accounted for using the equity method
The Company uses the equity method to account for its investments in subsidiaries and
associates.
1) Investment in subsidiaries
A subsidiary is an entity that is controlled by the Company.
Under the equity method, an investment in a subsidiary is initially recognized at cost and
adjusted thereafter to recognize the Company’s share of the profit or loss and other
comprehensive income of the subsidiary. The Company also recognizes the changes in the
Company’s share of equity of subsidiaries.
Changes in the Company’s ownership interest in a subsidiary that do not result in the
Company losing control of the subsidiary are accounted for as equity transactions. The
Company recognizes directly in equity any difference between the carrying amount of the
investment and the fair value of the consideration paid or received.
When the Company’s share of loss of a subsidiary exceeds its interest in that subsidiary
(which includes any carrying amount of the investment accounted for using the equity
336
method and long-term interests that, in substance, form part of the Company’s net
investment in the subsidiary), the Company continues recognizing its share of further loss,
if any.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the
identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as
goodwill, which is included within the carrying amount of the investment and is not
amortized. Any excess of the Company’s share of the net fair value of the identifiable
assets and liabilities over the cost of acquisition is recognized immediately in profit or
loss.
The Company assesses its investment for any impairment by comparing the carrying
amount with the estimated recoverable amount as assessed based on the investee’s
financial statements as a whole. Impairment loss is recognized when the carrying amount
exceeds the recoverable amount. If the recoverable amount of the investment subsequently
increases, the Company recognizes a reversal of the impairment loss; the adjusted
post-reversal carrying amount should not exceed the carrying amount that would have
been recognized (net of amortization or depreciation) had no impairment loss been
recognized in prior years. An impairment loss recognized on goodwill cannot be reversed
in a subsequent period.
When the Company loses control of a subsidiary, it recognizes the investment retained in
the former subsidiary at its fair value at the date when control is lost. The difference
between the fair value of the retained investment plus any consideration received and the
carrying amount of the previous investment at the date when control is lost is recognized
as a gain or loss in profit or loss. Besides this, the Company accounts for all amounts
previously recognized in other comprehensive income in relation to that subsidiary on the
same basis as would be required had the Company directly disposed of the related assets
or liabilities.
Profit or loss resulting from downstream transactions is eliminated in full only in the
parent company only financial statements. Profit and loss resulting from upstream
transactions and transactions between subsidiaries is recognized only in the parent
company only financial statements and only to the extent of interests in the subsidiaries
that are not related to the Company.
2) Investment in associates
An associate is an entity over which the Company has significant influence and which is
neither a subsidiary nor an interest in a joint venture.
The Company uses the equity method to account for its investments in associates. Under
the equity method, an investment in an associate is initially recognized at cost and
adjusted thereafter to recognize the Company’s share of the profit or loss and other
comprehensive income of the associate. The Company also recognizes the changes in the
Company’s share of equity of associates.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the
identifiable assets and liabilities of an associate at the date of acquisition is recognized as
goodwill, which is included within the carrying amount of the investment and is not
amortized. Any excess of the Company’s share of the net fair value of the identifiable
assets and liabilities over the cost of acquisition, after reassessment, is recognized
immediately in profit or loss.
337
Financial Information
When the Company subscribes for additional new shares of an associate at a percentage
different from its existing ownership percentage, the resulting carrying amount of the
investment differs from the amount of the Company’s proportionate interest in the
associate. The Company records such a difference as an adjustment to investments with
the corresponding amount charged or credited to capital surplus - changes in capital
surplus from investments in associates accounted for using the equity method. If the
Company’s ownership interest is reduced due to its additional subscription of the new
shares of the associate, the proportionate amount of the gains or losses previously
recognized in other comprehensive income in relation to that associate is reclassified to
profit or loss on the same basis as would be required had the investee directly disposed of
the related assets or liabilities. When the adjustment should be debited to capital surplus,
but the capital surplus recognized from investments accounted for using the equity method
is insufficient, the shortage is debited to retained earnings.
When the Company’s share of losses of an associate equals or exceeds its interest in that
associate, the Company discontinues recognizing its share of further losses. Additional
losses and liabilities are recognized only to the extent that the Company has incurred legal
obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment (including goodwill) is tested for
impairment as a single asset by comparing its recoverable amount with its carrying
amount. Any impairment loss recognized is deducted from investments and the carrying
amount of investment is net of impairment loss. Any reversal of that impairment loss is
recognized to the extent that the recoverable amount of the investment subsequently
increases.
The Company discontinues the use of the equity method from the date on which it ceases
to have significant influence over the associate. Any retained investment is measured at
fair value on that date and the fair value is regarded as its fair value on initial recognition
as a financial asset. The difference between the previous carrying amount of the associate
attributable to the retained interest and its fair value is included in the determination of the
gain or loss on disposal of the associate. The Company accounts for all amounts
previously recognized in other comprehensive income in relation to that associate on the
same basis as would be required if that associate had directly disposed of the related assets
or liabilities.
When the Company transacts with its associate, profits and losses resulting from the
transactions with the associate are recognized in the Company’s parent company only
financial statements only to the extent of interests in the associate that are not related to
the Company.
g. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at
cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any
recognized impairment loss. Cost includes professional fees and borrowing costs eligible for
capitalization. Such assets are depreciated and classified to the appropriate categories of
property, plant and equipment when completed and ready for their intended use.
The depreciation of property, plant and equipment is recognized using the straight-line
338
method. Each significant part is depreciated separately. The estimated useful lives, residual
values and depreciation methods are reviewed at the end of each reporting period, with the
effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the
sales proceeds and the carrying amount of the asset is recognized in profit or loss.
h. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation.
Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost. Subsequent to initial recognition,
investment properties are measured at cost less accumulated depreciation and accumulated
impairment loss. Depreciation is recognized using the straight-line method.
On derecognition of an investment property, the difference between the net disposal proceeds
and the carrying amount of the asset and is included in profit or loss.
i.
Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at
cost and subsequently measured at cost less accumulated amortization and accumulated
impairment loss. Amortization is recognized on a straight-line basis within useful lives. The
estimated useful lives, residual values, and amortization methods are reviewed at the end of
each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis. Intangible assets with indefinite useful lives are reported at cost less
accumulated impairment loss.
Intangible assets are derecognized when they are disposed or are not expected to generate
future economic benefits through usage or through disposal.
On derecognition of an intangible asset, the differences between the net disposal proceeds and
the carrying amount of the asset is recognized in profit or loss.
j.
Impairment of property, plant and equipment, right-of-use asset, investment properties,
intangible assets other than goodwill and assets related to contract costs
At the end of each reporting period, the Company reviews the carrying amounts of its property,
plant and equipment, right-of-use asset, investment properties and intangible assets, excluding
goodwill, to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss. When it is not possible to estimate the
recoverable amount of an individual asset, the Company estimates the recoverable amount of
the cash-generating unit to which the asset belongs. Corporate assets are allocated to the
individual cash-generating units on a reasonable and consistent basis of allocation.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are
tested for impairment at least annually and whenever there is an indication that the assets may
be impaired.
339
Financial Information
The recoverable amount is the higher of fair value less costs to sell and value in use. If the
recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying
amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable
amount, with the resulting impairment loss recognized in profit or loss.
Before the Company recognizes an impairment loss from assets related to contract costs, any
impairment loss on inventories, property, plant and equipment and intangible assets related to
the contract applicable under IFRS 15 shall be recognized in accordance with applicable
standards. Then, impairment loss from the assets related to the contract costs is recognized to
the extent that the carrying amount of the assets exceeds the remaining amount of
consideration that the Company expects to receive in exchange for related goods or services
less the costs which relate directly to providing those goods or services and which have not
been recognized as expenses. The assets related to the contract costs are then included in the
carrying amount of the cash-generating unit to which they belong for the purpose of
evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding
asset, cash-generating unit or assets related to contract costs is increased to the revised
estimate of its recoverable amount, but only to the extent of the carrying amount that would
have been determined had no impairment loss been recognized on the asset, cash-generating
unit or assets related to contract costs in prior years. A reversal of an impairment loss is
recognized in profit or loss.
k. Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to
the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs
that are directly attributable to the acquisition or issuance of financial assets and financial
liabilities (other than financial assets and financial liabilities at FVTPL) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at FVTPL are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on
a trade date basis.
a) Measurement categories
Financial assets are classified into the following categories: Financial assets at
FVTPL, financial assets at amortized cost and investments in equity instruments at
FVTOCI.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such financial asset are
mandatorily classified or designated as at FVTPL. Financial assets mandatorily
classified as at FVTPL include investments in equity instruments which are not
designated as at FVTOCI and debt instruments that do not meet the amortized cost
criteria or the FVTOCI criteria.
340
Financial assets at FVTPL are subsequently measured at fair value, and any
remeasurement gains or losses are recognized in other gains or losses. Fair value is
determined in the manner described in Note 31.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at
amortized cost:
i) The financial assets are held within a business model whose objective is to
hold financial assets in order to collect contractual cash flows; and
ii) The contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal
amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including
cash and cash equivalents and trade receivables at amortized cost are measured
at amortized cost, which equals the gross carrying amount determined using
the effective interest method less any impairment loss. Exchange differences
are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross
carrying amount of such a financial asset, except for:
i) Purchased or originated credit-impaired financial assets, for which interest
income is calculated by applying the credit-adjusted effective interest rate to
the amortized cost of such financial assets; and
ii) Financial assets that are not credit-impaired on purchase or origination but
have subsequently become credit-impaired, for which interest income is
calculated by applying the effective interest rate to the amortized cost of such
financial assets in subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months
from the date of acquisition or time deposits with original maturities within 3-12
months from the date of acquisition and the interest earned upon early withdrawal
exceeds that of regular saving accounts, which are highly liquid, readily
convertible to a known amount of cash and are subject to an insignificant risk of
changes in value. These cash equivalents are held for the purpose of meeting
short-term cash commitments.
iii. Investments in equity instruments at FVTOCI
On initial recognition, the Company may make an irrevocable election to
designate investments in equity instruments as at FVTOCI. Designation as at
FVTOCI is not permitted if the equity investment is held for trading or if it is
contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair
value with gains and losses arising from changes in fair value recognized in other
comprehensive income and accumulated in other equity. The cumulative gain or
341
Financial Information
loss will not be reclassified to profit or loss on disposal of the equity investments;
instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or
loss when the Company’s right to receive the dividends is established, unless the
dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets and contract assets
The Company recognizes a loss allowance for expected credit losses on financial
assets at amortized cost (including trade receivables), operating lease receivables,
finance lease receivables, as well as contract assets.
The Company always recognizes lifetime expected credit losses (ECLs) for trade
receivables, operating lease receivables, finance lease receivables and contract assets.
For all other financial instruments, the Company recognizes lifetime ECLs when there
has been a significant increase in credit risk since initial recognition. If, on the other
hand, the credit risk on a financial instrument has not increased significantly since
initial recognition, the Company measures the loss allowance for that financial
instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective
risks of default occurring as the weights. Lifetime ECLs represent the expected credit
losses that will result from all possible default events over the expected life of a
financial instrument. In contrast, 12-month ECLs represents the portion of lifetime
ECLs that is expected to result from default events on a financial instrument that are
possible within 12 months after the reporting date.
For internal credit risk management purposes, the Company considers that the
following situations indicate that a financial asset is in default (without taking into
account any collateral held by the Company):
i.
Internal or external information shows that the debtor is unlikely to pay its
creditors.
ii. Financial asset is more than 90 days past due unless the Company has reasonable
and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a
reduction in their carrying amounts through a loss allowance account.
c) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the
cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference
between the asset’s carrying amount and the sum of the consideration received and
receivable is recognized in profit or loss. On derecognition of an investment in an
equity instrument at FVTOCI, the difference between the asset’s carrying amount and
the sum of the consideration received and receivable is recognized in profit or loss,
and the cumulative gain or loss which had been recognized in other comprehensive
342
income is transferred directly to retained earnings, without recycling through profit or
loss.
2) Equity instruments
Equity instruments issued by the Company are recognized at the proceeds received, net of
direct issue costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted
directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale,
issuance or cancellation of the Company’s own equity instruments.
3) Financial liabilities
a) Subsequent measurement
Except the following situation, all the financial liabilities are measured at amortized
cost using the effective interest method:
i. Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liabilities are
held for trading or are designated as at FVTPL.
Financial liabilities held for trading are stated at fair value, and any remeasurement
gains or losses are recognized in other gains or losses. Fair value is determined in
the manner described in Note 31.
ii. Financial guarantee contracts
Financial guarantee contracts issued by the Company, if not designated as at
FVTPL, are subsequently measured at the higher of:
i) The amount of the loss allowance reflecting expected credit losses; and
ii) The amount initially recognized less, where appropriate, the cumulative
amount of income recognized in accordance with the revenue recognition
policies.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and
the consideration paid, including any non-cash assets transferred or liabilities
assumed, is recognized in profit or loss.
4) Derivative financial instruments
The Company enters into a variety of derivative financial instruments to manage its
exposure to interest rate and foreign exchange rate risks, including foreign exchange
forward contracts and interest rate swaps.
Derivatives are initially recognized at fair value at the date on which the derivative
contracts are entered into and are subsequently remeasured to their fair value at the end of
343
Financial Information
each reporting period. The resulting gain or loss is recognized in profit or loss
immediately unless the derivative is designated and effective as a hedging instrument; in
which event, the timing of the recognition in profit or loss depends on the nature of the
hedging relationship. When the fair value of a derivative financial instrument is positive,
the derivative is recognized as a financial asset; when the fair value of a derivative
financial instrument is negative, the derivative is recognized as a financial liability.
Derivatives embedded in hybrid contracts that contain financial asset hosts that is within
the scope of IFRS 9 are not separated; instead, the classification is determined in
accordance with the entire hybrid contract. Derivatives embedded in non-derivative host
contracts that are not financial assets within the scope of IFRS 9 (e.g., financial liabilities)
are treated as separate derivatives when they meet the definition of a derivative; their risks
and characteristics are not closely related to those of the host contracts; and the host
contracts are not measured at FVTPL.
l. Hedge accounting
The Company designates certain hedging instruments, which include derivatives, embedded
derivatives and non-derivatives in respect of foreign currency risk, as either fair value hedges
or cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for
as cash flow hedges.
1) Fair value hedges
Gain or losses on derivatives that are designated and qualify as fair value hedges are
recognized in profit or loss immediately, together with any changes in the fair value of the
hedged item that are attributable to the hedged risk and are recognized in the parent
company only statement of profit or loss under the line item that relates to the hedged
item.
The Company discontinues hedge accounting only when the hedging relationship ceases
to meet the qualifying criteria; for instance, when the hedging instrument expires or is
sold, terminated or exercised.
2) Cash flow hedges
The effective portion of gains or losses on derivatives that are designated and qualify as
cash flow hedges is recognized in other comprehensive income. The gains or losses
relating to the ineffective portion are recognized immediately in profit or loss.
The associated gains or losses that were recognized in other comprehensive income are
reclassified from equity to profit or loss as reclassification adjustments in the line items
relating to the hedged item in the same period in which the hedged item affects profit or
loss. If a hedge of a forecasted transaction subsequently results in the recognition of a
non-financial asset or a non-financial liability, the associated gains and losses that were
recognized in other comprehensive income are removed from equity and included in the
initial cost of the non-financial asset or non-financial liability.
The Company discontinues hedge accounting only when the hedging relationship ceases
to meet the qualifying criteria; for instance, when the hedging instrument expires or is
sold, terminated or exercised. The cumulative gain or loss on the hedging instrument that
was previously recognized in other comprehensive income (from the period in which the
hedge was effective) remains separately in equity until the forecasted transaction occurs.
344
When a forecasted transaction is no longer expected to occur, the gains or losses
accumulated in equity are recognized immediately in profit or loss.
m. Levies
Levies imposed by a government are accrued as other liabilities when the transactions or
activities that trigger the payment of such levies occur. If the obligating event occurs over a
period of time, the liability is recognized progressively. If an obligation to pay a levy is
triggered upon reaching a minimum threshold, the liability is recognized when that minimum
threshold is reached.
n. Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive)
as a result of a past event, it is probable that the Company will be required to settle the
obligation, and the amount of the obligation can be measured reliably.
o. Revenue recognition
The Company identifies contracts with customers, allocates the transaction price to the
performance obligations and recognizes revenue when performance obligations are satisfied.
1) Revenue from the sale of goods
Revenue from the sale of goods comes from sales of wires, cables and stainless steel.
Sales of wires, cables and stainless steel are recognized as revenue when the customer has
full discretion over the manner of distribution and the price to sell the goods, has the
primary responsibility for sales to future customers and bears the risks of obsolescence.
Trade receivables are recognized concurrently.
The Company does not recognize revenue on materials delivered to subcontractors
because this delivery does not involve a transfer of control.
2) Revenue from the others
a) Revenue from the reading of services
Revenue from the reading of services is recognized when services are rendered.
Revenue generated from services provided under the contract is recognized according
to the completion of the contract.
b) Construction contract revenue
A contract asset is recognized during the construction and is reclassified to trade
receivables at the point at which the customer is invoiced. If the milestone payment
exceeds the revenue recognized to date, then the Company recognizes a contract
liability for the difference. Certain payments retained by the customer as specified in
the contract are intended to ensure that the Company adequately completes all of its
contractual obligations. Such retention receivables are recognized as contract assets
until the Company satisfies its performance obligation.
When the outcome of a performance obligation cannot be reasonably measured,
contract revenue is recognized only to the extent of contract costs incurred in
345
Financial Information
p. Leases
satisfying the performance obligation for which recovery is expected.
At the inception of a contract, the Company assesses whether the contract is, or contains, a
lease.
1) The Company as lessor
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other leases are
classified as operating leases.
When the Company subleases a right-of-use asset, the sublease is classified by reference
to the right-of-use asset arising from the head lease, not with reference to the underlying
asset. However, if the head lease is a short-term lease that the Company, as a lessee, has
accounted for applying recognition exemption, the sublease is classified as an operating
lease.
Under finance leases, the lease payments comprise fixed payments and variable lease
payments which depend on an index or a rate. The net investment in a lease is measured at
(a) the present value of the sum of the lease payments receivable by a lessor and any
unguaranteed residual value accrued to the lessor plus (b) initial direct costs and is
presented as a finance lease receivable. Finance lease income is allocated to the relevant
accounting periods so as to reflect a constant, periodic rate of return on the Company’s net
investment outstanding in respect of leases.
Lease payments less any lease incentives payable from operating leases are recognized as
income on a straight-line basis over the terms of the relevant leases. Initial direct costs
incurred in obtaining operating leases are added to the carrying amounts of the underlying
assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Company as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the
commencement date of a lease, except for short-term leases and low-value asset leases
accounted for applying a recognition exemption where lease payments are recognized as
expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement
of lease liabilities adjusted for lease payments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of costs needed to restore the
underlying assets, and less any lease incentives received. Right-of-use assets are
subsequently measured at cost less accumulated depreciation and impairment losses and
adjusted for any remeasurement of the lease liabilities.
Right-of-use assets are depreciated using
the
commencement dates to the earlier of the end of the useful lives of the right-of-use assets
or the end of the lease terms.
the straight-line method
from
Lease liabilities are initially measured at the present value of the lease payments, which
comprise fixed payments, in-substance fixed payments, variable lease payments which
depend on an index or a rate, residual value guarantees, the exercise price of a purchase
346
option if the Company is reasonably certain to exercise that option, and payments of
penalties for terminating a lease if the lease term reflects such termination, less any lease
incentives receivable. The lease payments are discounted using the interest rate implicit in
a lease, if that rate can be readily determined. If that rate cannot be readily determined, the
lessee’s incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest
method, with interest expense recognized over the lease terms. When there is a change in
a lease term, a change in the amounts expected to be payable under a residual value
guarantee, a change in the assessment of an option to purchase an underlying asset, or a
change in future lease payments resulting from a change in an index or a rate used to
determine those payments, the Company remeasures the lease liabilities with a
corresponding adjustment to the right-of-use-assets. However, if the carrying amount of
the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is
recognized in profit or loss. Lease liabilities are presented on a separate line in the parent
company only balance sheets.
The Company negotiates with the lessor for rent concessions as a direct consequence of
the Covid-19 to change the lease payments originally due by June 30, 2022, that results in
the revised consideration for the lease less than, the consideration for the lease
immediately preceding the change. There is no substantive change to other terms and
conditions. The Company elects to apply the practical expedient to all of these rent
concessions and, therefore, does not assess whether the rent concessions are lease
modifications. Instead, the Company recognizes the reduction in lease payment in profit or
loss as, in the period in which the events or conditions that trigger the concession occur
and makes a corresponding adjustment to the lease liability.
Variable lease payments that do not depend on an index or a rate are recognized as
expenses in the periods in which they are incurred.
q. Government grants
Government grants are not recognized until there is reasonable assurance that the Company
will comply with the conditions attached to them and that the grants will be received.
Government grants are recognized profit and loss on a systematic basis over the periods in
which the Company recognizes as expenses the related costs that the grants intend to
compensate.
Government grants that are receivable as compensation for expenses or losses already
incurred or for the purpose of giving immediate financial support to the Company with no
future related costs are recognized in profit or loss in the period in which they are received.
The benefit of a government loan received at a below-market rate of interest is treated as a
government grant measured as the difference between the proceeds received and the fair value
of the loan based on prevailing market interest rates.
r. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the
undiscounted amount of the benefits expected to be paid in exchange for the related
347
Financial Information
service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense
when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the
defined benefit retirement benefit plans are determined using the projected unit credit
method. Service cost (including current service cost) and net interest on the net defined
benefit liability (asset) are recognized as employee benefits expense in the period they
occur. Remeasurement, comprising actuarial gains and losses and return on plan assets
(excluding interest), are recognized in other comprehensive income in the period in which
they occur. Remeasurement recognized in other comprehensive income is reflected
immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’s
defined benefit plan. Any surplus resulting from this calculation is limited to the present
value of any refunds from the plans or reductions in future contributions to the plans.
s. Share-based payment transaction agreements
Employee share options granted to employees and others providing similar services.
The fair value at the grant date of the employee share options is expensed on a straight-line
basis over the vesting period, based on the Company’s best estimates of the number of shares
or options that are expected to ultimately vest, with a corresponding increase in capital surplus
- employee share options. The expense is recognized in full at the grant date if the grants are
vested immediately. The grant date of issued ordinary shares for cash which are reserved for
employees is the date on which the number of shares that the employees purchase is
confirmed.
t. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the Income Tax Act in ROC, an additional tax on unappropriated earnings is
provided for in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s
tax provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of
assets and liabilities and the corresponding tax bases used in the computation of taxable
profit. If a temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit and at the time of the transaction, does not give rise to equal
taxable and deductible temporary differences, the resulting deferred tax asset or liability is
not recognized. In addition, a deferred tax liability is not recognized on taxable temporary
348
differences arising from the initial recognition of goodwill.
Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary differences and
unused loss carryforward to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with
investments in subsidiaries and associates, except where the Company is able to control
the reversal of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are recognized only
to the extent that it is probable that there will be sufficient taxable profits against which to
utilize the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered. A previously unrecognized
deferred tax asset is also reviewed at the end of each reporting period and recognized to
the extent that it has become probable that future taxable profit will allow the deferred tax
asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply
in the period in which the liability is settled or the asset realized, based on tax rates (and
tax laws) that have been enacted or substantively enacted by the end of the reporting
period. The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Company expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.
The Company has applied the exception from the recognition and disclosure of deferred
tax assets and liabilities relating to Pillar Two income taxes. Accordingly, the Company
neither recognizes nor discloses information about deferred tax assets and liabilities
related to Pillar Two income taxes.
3) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except the current and deferred
taxes that are recognized in other comprehensive income or directly in equity; in which
case, the current and deferred taxes will be recognized in other comprehensive income or
directly in equity, respectively.
5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of the Company’s accounting policies, management is required to make
judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are
not readily apparent from other sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant. Actual results may differ
from these estimates.
349
Financial Information
When developing material accounting estimates, the Company reviews the estimates and
underlying on an ongoing basis. Revisions to accounting estimates are recognized in the period in
which the estimate is revised if the revision affects only that period or in the period of the revision
and future periods if the revision affects both current and future periods.
6. CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and cash in banks
Cash equivalents
Time deposits
Repatriation of offshore fund and projects grants
December 31
2023
2022
$
1,000
3,506,214
$
1,050
7,423,539
-
23,380
3,531,650
40,786
$ 3,530,594
$ 10,997,025
The market rate intervals of cash in the bank at the end of the year were as follows (except for
checking accounts’ interest rate of 0.00%):
Bank balance
Time deposits
December 31
2023
2022
0.001%-2.60%
-
0.001%-3.80%
1.035%
Other bank deposits have been reclassified to other accounts for the following purposes:
Other current assets - current
Refundable deposits
Non-current assets - other
Pledged time deposits
Purpose
December 31
2023
2022
Futures deposits
$
-
$ 280,997
To meet required security
600
600
deposits
$
600
$ 281,597
350
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2023
2022
Financial assets mandatorily classified as at FVTPL
Derivative financial assets (not under hedge accounting)
Commodity futures contracts
Non-derivative financial assets
Contingent consideration
$
68,870
$
-
2,614,285
2,567,786
Financial assets at FVTPL
$ 2,683,155
$ 2,567,786
Current
Non-current
Financial liabilities held for trading
$ 1,499,047
1,184,108
-
$
2,567,786
$ 2,683,155
$ 2,567,786
Derivative financial liabilities (not under hedge accounting)
Commodity futures contracts
Foreign exchange forward contracts
Exchange rate swap contracts
$
$
9,807
34,712
21,017
30,488
-
Financial liabilities at FVTPL
$
44,519
$
51,505
Current
Non-current
$
44,519
-
$
51,505
-
$
44,519
$
51,505
a. As of December 31, 2023 and 2022, outstanding commodity futures not under hedge
accounting were as follows:
Type of
Transaction
Quantity
(Tons)
Trade Date
Maturity
Date
Exercise Price
(In Thousands)
Market Price
(In Thousands)
Valuation
(Loss) Gain
(In Thousands)
December 31, 2023
Commodity futures
Copper
Nickel
December 31, 2022
Commodity futures
Copper
Copper
Nickel
Buy
Buy
Buy
Sell
Sell
13,300
2023.08.31-
2024.01.17-
US$ 110,946 US$ 113,261 US$
2,315
2023.12.29
2024.06.19
150
2023.11.01-
2024.02.01-
US$
2,550 US$
2,478 US$
(72 )
2023.11.24
2024.02.23
5,900
2022.08.15-
2023.01.18-
US$ 48,178 US$ 49,332 US$
1,154
2022.12.30
2023.06.21
25
4,188
2022.12.02
2022.11.15-
2023.03.02
2023.01.18-
US$
209 US$
US$ 122,940 US$ 124,780 US$
210 US$
1
(1,840 )
2022.12.30
2023.03.20
351
Financial Information
b. As of December 31, 2023 and 2022, outstanding foreign exchange forward contracts not
under hedge accounting were as follows:
Currency
Maturity Date
Notional Amount
(In Thousands)
December 31, 2023
Buy
Sell
2024.01.02-2024.02.01 USD78,000/IDR1,205,962,000
USD to IDR
USD to JPY
EUR to USD 2024.01.16-2024.01.22 EUR4,000/USD4,342
USD3,500/JPY495,565
2024.01.29
December 31, 2022
Buy
USD to IDR
USD to JPY
2023.01.31
2023.01.05
USD91,000/IDR1,429,633,100
USD3,000/JPY412,605
c. As of the December 31, 2023, outstanding exchange rate swap contracts not under hedge
accounting were as follows:
Currency
Maturity Date
Notional Amount
(In Thousands)
December 31, 2023 USD to NTD
2024.01.02-2024.02.29 USD118,000/NTD3,649,647
d. For the years ended December 31, 2023 and 2022, the Company’s strategies for commodity
futures contracts, forward exchange contracts and foreign exchange swap contracts were to
hedge exposures to fluctuations in the prices of raw material and foreign exchange rates.
However, those derivative financial instruments did not meet the criteria of hedge
effectiveness; therefore, they were not accounted for by hedge accounting.
e. Financial assets - contingent consideration is the amount of consideration to be received by
the Company from the acquirer in the disposal of the subsidiary on July 27, 2022. In
accordance with the agreement of contingent consideration, the acquirer shall respectively pay
additional payments when the gross profit of the target company during the period starting
from the settlement date to December 31, 2023 and the gross profit in the year of 2024 meet
the amount agreed upon by Target Company.
8. CONTRACT ASSETS
At the end of the year, contract balances were as follows:
Contract assets
Cable installation
Less: Allowance for impairment loss
December 31
2023
2022
$ 175,083
-
$ 267,147
-
Contract assets - current
$ 175,083
$ 267,147
352
The changes in the balance of contract assets primarily resulted from the timing differences
between the Company’s satisfaction of performance obligations and the respective customer’s
payment.
9. NOTES RECEIVABLE AND TRADE RECEIVABLES
Notes receivable
Notes receivable
Notes receivable - non-operating
Notes receivable
Notes receivable from related parties
Trade receivables
Trade receivables
Less: Allowance for impairment loss
Trade receivables from related parties
December 31
2023
2022
$
12,877
$
24,016
1,940
1,046
-
1,042
$
15,863
$
25,058
$ 2,119,899
-
2,119,899
438,177
$ 3,652,066
-
3,652,066
296,053
$ 2,558,076
$ 3,948,119
The average credit period on the sales of goods is 60 days. In determining the collectability of a
trade receivable, the Company considered any change in the credit quality of the trade receivable
since the date credit was initially granted to the end of the reporting period. When the Company
dealt with new entities, the Company reviewed the credit ratings of the entities and obtained
sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from
defaults. The Company uses other publicly available financial information or its own trading
records to rate its major customers. The Company’s exposure and the credit ratings of its
counterparties are continuously monitored, and the aggregate value of transactions concluded is
spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that
are reviewed and approved by the risk management committee annually. In this regard, the
management believes the Company’s credit risk is significantly reduced.
The Company permits the use of a lifetime expected credit loss allowance for all trade receivables.
The expected credit losses on trade receivables are estimated using a provision matrix by
reference to past default experience with the respective debtors and an analysis of the debtors’
current financial positions. As the Company’s historical credit loss experience does not show
significantly different loss patterns for different customer segments, the loss allowance based on
the past due status of receivables is not further distinguished according to different segments of
the Company’s customer base.
The Company writes off a trade receivable when there is information indicating that the debtor is
experiencing severe financial difficulty and there is no realistic prospect of recovery of the
receivable. For trade receivables that have been written off, the Company continues to engage in
353
Financial Information
enforcement activity to attempt to recover the receivables which are due. Where recoveries are
made, they are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Company’s
provision matrix.
December 31, 2023
Not Past Due Up to 90 Days
91 to
180 Days
181 to
365 Days
Over
365 Days
Total
0%
0%-2%
0%-50%
0%-100%
50%-100%
Expected credit
loss rate
Gross carrying
amount
$ 2,499,599
$
58,477 $
-
$
-
$
-
$ 2,588,076
Loss allowance
(lifetime ECLs)
-
-
-
-
-
-
Amortized cost
$ 2,499,599
$
58,477
$
-
$
-
$
-
$ 2,558,076
December 31, 2022
Not Past Due Up to 90 Days
91 to
180 Days
181 to
365 Days
Over
365 Days
Total
0%
0%-2%
0%-50%
0%-100%
50%-100%
Expected credit
loss rate
Gross carrying
amount
$ 3,763,039 $
24,816 $
126,508
$
33,756
$
-
$ 3,948,119
Loss allowance
(lifetime ECLs)
-
-
-
-
-
-
Amortized cost
$ 3,763,039
$
24,816
$
126,508
$
33,756
$
-
$ 3,948,119
10. FINANCE LEASE RECEIVABLE
Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6 onwards
Less: Unearned finance income
December 31
2023
2022
$
$
17,793
17,793
107,457
107,457
107,457
1,829,733
2,187,690
(661,045)
-
-
-
-
-
-
-
-
-
(Continued)
Net investment in leases presented as finance lease
receivables
$ 1,526,285
$
354
Current
Non-current
December 31
2023
2022
$
9,068
1,517,217
$
$ 1,526,285
$
-
-
-
(Concluded)
a. In July and October 2023, the Company subleased the land leased at the Kaohsiung Port
Intercontinental Container Center to related parties and receives lease payments and
management fees annually. The average term of the finance lease is 22 years, which is
categorized as a finance lease because the remaining lease term of the main lease is fully
subleased; please refer to Note 32.
b. The interest rate inherent in the leases was fixed at the contract date for the entire lease term.
The average effective interest rate contracted was 2.83% to 3.20% per annum as of December
31, 2023.
c. The finance lease receivables as of December 31, 2023, neither past due nor impaired.
11. INVENTORIES
Raw materials
Raw materials in transit
Supplies
Work-in-process
Finished goods and merchandise
Construction in progress
December 31
2023
2022
$ 2,138,339
1,935,674
1,015,358
1,679,293
4,245,700
106,293
$ 1,905,546
1,488,842
1,208,541
1,746,284
5,251,659
218,216
$ 11,120,657
$ 11,819,088
a. The cost of goods sold related to inventories for the years ended December 31, 2023 and 2022
were NT$75,130,774 thousand and NT$86,967,000 thousand, respectively.
b. The cost of goods sold for the years ended December 31, 2023 and 2022 included inventory
write-downs of NT$89,173 thousand and NT$74,230 thousand, respectively.
355
Financial Information
12. FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER
COMPREHENSIVE INCOME
Domestic listed ordinary shares
HannStar Display Corp.
HannStar Board Corp.
Teco Electric & Machinery Corp.
Domestic unlisted ordinary shares
Current
Non-current
December 31
2023
2022
$ 3,550,641
3,525,594
10,815,701
743,243
$ 3,340,899
2,017,812
6,348,587
498,902
$ 18,635,179
$ 12,206,200
-
$
18,635,179
-
$
12,206,200
$ 18,635,179
$ 12,206,200
These investments in equity instruments are held for medium- to long-term strategic purposes.
Accordingly, the management selected to designate these investments in equity instruments as at
FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value
in profit or loss would not be consistent with the Company’s strategy of holding these investments
for long-term purposes. For the years ended December 31, 2023 and 2022, the unrealized
valuation gains (losses) resulting from
instruments were
these
NT$6,254,992 thousand and NT$(4,022,988) thousand, respectively, recognized in other
comprehensive income (loss).
investments
in equity
13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in subsidiaries
Investments in associates
a. Investments in subsidiaries
December 31
2023
2022
$ 87,101,281
43,740,023
$ 72,758,665
44,797,537
$ 130,841,304
$ 117,556,202
Name of Subsidiary
Carrying Value
Ownership
Percentage Carrying Value
Ownership
Percentage
December 31
2023
2022
Unlisted companies:
Walsin Lihwa Holdings Ltd.
Concord Industries Ltd.
Walsin Precision Technology
$ 20,583,253
3,685,272
551,918
100.00
100.00
100.00
$ 24,073,818
5,210,454
563,204
100.00
100.00
100.00
Sdn. Bhd.
(Continued)
356
Name of Subsidiary
Carrying Value
Ownership
Percentage Carrying Value
Ownership
Percentage
December 31
2023
2022
Min Maw Precision Industry
409,853
100.00
388,436
100.00
Corp.
Ace Result Limited
Walsin Info-Electric Inc.
Chin-Cherng Construction Co.,
Ltd.
P.T. Walsin Lippo Industries
Joint Success Enterprises
Limited
382,041
348,242
5,462,298
980,706
4,237,555
100.00
99.51
99.22
70.00
49.05
354,722
314,008
6,182,490
953,239
5,084,267
100.00
99.51
99.22
70.00
49.05
PT. Walsin Nickel Industrial
7,269,121
50.00
5,832,774
50.00
Indonesia
Walsin Singapore Pte. Ltd.
Walsin Lihwa Europe S.a r.l.
30,809,949
9,666,272
Walsin America, LLC
PT. Sunny Metal Industry
-
-
Walsin Energy Cable System
2,657,462
Co., Ltd.
Others
100.00
100.00
(Note 3)
100.00
-
90.00
(Note 4)
19,603,265
4,146,986
-
-
-
57,339
51,002
$ 87,101,281
$ 72,758,665
100.00
100.00
(Note 3)
100.00
(Note 1)
-
(Note 2)
-
(Concluded)
Note 1: Due to the adjustment of the investment structure of the Group, it was transferred
from WLHL to Walsin Lihwa Corporation in December 2022.
Note 2: On September 23, 2022, the Company acquired 50.10% shares of PT. Sunny Metal
Industry from Ever Rising Limited and Berg Holding Limited at the price of
US$200,000 thousand. On November 4, 2022, the board of directors of the
Company resolved to transfer PT. Sunny Metal Industry to Walsin Singapore Pte.
Ltd.
Note 3: On May 31, 2022, the Company’s board of directors resolved to establish Walsin
Lihwa Europe S.a r.l. and Walsin Lihwa Europe S.a r.l. acquired 85.03% shares of
Luxembourg MEG S.A. On May 5, 2023, the Company’s board of directors
approved to increase capital in cash of MEG S.A., and the capital increase base date
was August 30, 2023. Walsin Lihwa Europe S.a r.l. subscribed for additional new
shares at a percentage different from its existing ownership percentage, resulting in
an increase in the continuing interest rate from 85.03% to 90.21%.
Note 4: The Company established Walsin Energy Cable System Co., Ltd. with 100% shares,
on February 13, 2023. On February 24, 2023, the Company’s board of directors
approved to increase capital in cash of Walsin Energy Cable System Co., Ltd., and
the capital increase base date was on May 23, 2023. The Company did not subscribe
357
Financial Information
according to the shareholding proportion, resulting in a decrease in the shareholding
percentage from 100.00% to 90.00%
As of December 31, 2023 and 2022, the carrying amount of Company’s long-term investment
to Walsin America, LLC was negative, so the difference of NT$374,028 thousand and
NT$17,487 thousand were reclassified to other non-current liabilities, respectively.
b. Investments in associates
Name of Associate
Carrying Value
Ownership
Percentage Carrying Value
Ownership
Percentage
December 31
2023
2022
Material associates
Winbond Electronics Corp. $ 20,335,573
Walton Advanced
21.99
$ 20,953,105
22.21
Engineering, Inc.
Walsin Technology Corp.
2,230,609
8,631,671
21.17
18.30
2,109,400
8,147,080
21.01
18.30
Associates that are not
individually material
Others
12,542,170
13,587,952
$ 43,740,023
$ 44,797,537
Refer to Table 8 “Information on Investees” and Table 9 “Information on Investments in
Mainland China” for the nature of activities, principal places of business and countries of
incorporation of the associates.
The Company is the single largest shareholder of the abovementioned material associates in
which the Company has an ownership percentage of less than 50%. Considering the relative
size and wide dispersion of the voting rights owned by other shareholders, the Company has
no ability to direct the relevant activities of the associates and therefore has no control over
these associates.
Fair values (Level 1) of investments in associates with available published price quotations
are summarized as follows:
Name of Associate
December 31
2023
2022
Winbond Electronics Corp.
Walton Advanced Engineering, Inc.
Walsin Technology Corp.
$ 27,995,121
$ 1,671,833
$ 10,934,986
$ 17,323,429
$ 1,244,282
$ 7,023,284
All the associates were accounted for using the equity method.
The summarized financial information below represents amounts shown in the associates’
financial statements prepared in accordance with IFRS Accounting Standards adjusted by the
358
Company for equity accounting purposes.
1) Material associates
December 31, 2023
Winbond
Electronics
Corp.
Walton
Advanced
Engineering,
Inc.
Walsin
Technology
Corp.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Equity
Non-controlling interests
$ 66,505,389 $
124,282,555
(36,032,759)
(54,295,007)
100,460,178
(8,163,361)
5,910,245
11,394,115
(3,608,250)
(3,069,785)
10,626,325
(92,257)
$ 38,015,600
56,427,628
(25,474,021)
(12,353,431)
56,615,776
(10,036,131)
Proportion of the Company’s
ownership
Equity attributable to the
Company
Other adjustments
$ 92,296,817
$ 10,534,068
$ 46,579,645
21.99%
21.17%
18.30%
$ 20,296,070
39,503
$
2,230,062
547
$
8,524,075
107,596
Carrying amount
$ 20,335,573
$
2,230,609
$
8,631,671
Operating revenue
$ 75,006,078
$
7,276,069
$ 32,797,671
Net profit (loss) for the year
Other comprehensive (loss)
income
Total comprehensive (loss)
$
34,449
$
(112,652) $
2,657,922
(1,304,665)
601,516
1,555,362
income for the year
$
(1,270,216) $
488,864
$
4,213,284
December 31, 2022
Winbond
Electronics
Corp.
Walton
Advanced
Engineering,
Inc.
Walsin
Technology
Corp.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
$ 68,537,523
115,627,470
$
(27,776,754)
(53,654,523)
8,080,399
11,240,954
(5,110,938)
(3,970,323)
$ 42,078,074
49,653,421
(19,230,081)
(18,917,380)
(Continued)
359
Financial Information
Winbond
Electronics
Corp.
Walton
Advanced
Engineering,
Inc.
Walsin
Technology
Corp.
Equity
Non-controlling interests
102,733,716
(8,570,720)
10,240,092
(200,109)
53,584,034
(9,303,110)
$ 94,162,996
$ 10,039,983
$ 44,280,924
Proportion of the Company’s
ownership
Equity attributable to the
Company
Other adjustments
22.21%
21.01%
18.30%
$ 20,913,601
39,504
$
2,109,400
-
$
8,103,409
43,671
Carrying amount
$ 20,953,105
$
2,109,400
$
8,147,080
Operating revenue
$ 94,529,790
$
9,506,348
$ 35,297,163
Net profit for the year
Other comprehensive income
(loss)
Total comprehensive income
$ 14,986,552
$
156,098
$
2,295,275
2,717,903
(1,186,315)
218,387
(loss) for the year
$ 17,704,455
$
(1,030,217) $
2,513,662
(Concluded)
2) Associates that are not individually material
For the Year Ended December 31
2023
2022
The Company’s share of:
Net profit from continuing operations
Other comprehensive (loss) income
281,776
$
1,066,695
$
366,767
(901,548)
Total comprehensive income (loss) for the year
$ 1,348,471
$
(534,781)
The Company’s share of profit and other comprehensive income of associates for the
years ended December 31, 2023 and 2022 were based on the associates’ financial
statements audited by independent auditors for the same period. The financial statements
of certain equity-method investees included in the financial statements were not audited
by the auditors of the Company but were audited by other independent auditors. The
investment in such investee amounted to NT$14,356,192 thousand and NT$14,685,608
thousand as of December 31, 2023 and 2022, respectively. The equity-method investee
classified as other non-current liabilities amounted to NT$374,028 thousand as of
December 31, 2023. Investment gain (loss) amounted to NT$486,243 thousand and
NT$(118,414) thousand for the years ended December 31, 2023 and 2022, respectively.
360
14. PROPERTY, PLANT AND EQUIPMENT
Land
Buildings and
Improvements
Machinery and
Equipment
Other
Equipment
Construction in
Progress
Total
Cost
Balance at January 1, 2023
Additions
Disposals
Reclassified
$ 3,748,745
207,703
-
12,652
Balance at December 31,
$ 7,348,401
67,000
(4,385 )
12,448
$ 21,165,234
80,539
(56,376 )
177,078
$ 4,475,494
154,557
(59,206 )
39,670
$ 3,105,197
2,842,575
-
$ 39,843,071
3,352,374
(119,967 )
-
(241,848 )
2023
$ 3,969,100
$ 7,423,464
$ 21,366,475
$ 4,610,515
$ 5,705,924
$ 43,075,478
Accumulated depreciation
and impairment
Balance at January 1, 2023
Disposals
Depreciation expenses
$
8,067
-
-
$ 4,545,423
$ 13,470,602
$ 3,058,789
$
(4,385 )
183,088
(56,376 )
798,711
(59,206 )
302,499
-
-
-
$ 21,082,881
(119,967 )
1,284,298
Balance at December 31,
2023
$
8,067
$ 4,724,126
$ 14,212,937
$ 3,302,082
$
-
$ 22,247,212
Carrying amount at
December 31, 2023
$ 3,961,033
$ 2,699,338
$ 7,153,538
$ 1,308,433
$ 5,705,924
$ 20,828,266
Cost
Balance at January 1, 2022
Additions
Disposals
Reclassified
Balance at December 31,
$ 3,611,025
80,867
(50,356 )
107,209
$ 7,219,012
29,938
(4,979 )
$ 20,438,380
258,714
(78,137 )
546,277
$ 4,282,943
126,330
(30,930 )
97,151
104,430
$ 1,779,489
2,180,778
$ 37,330,849
2,676,627
(164,405 )
-
(3 )
(855,067 )
2022
$ 3,748,745
$ 7,348,401
$ 21,165,234
$ 4,475,494
$ 3,105,197
$ 39,843,071
Accumulated depreciation
and impairment
Balance at January 1, 2022
Disposals
Depreciation expenses
$
8,067
-
-
$ 4,365,668
$ 12,751,878
$ 2,793,963
$
(4,980 )
184,735
(78,137 )
796,861
(30,924 )
295,750
-
-
-
$ 19,919,576
(114,041 )
1,277,346
Balance at December 31,
2022
$
8,067
$ 4,545,423
$ 13,470,602
$ 3,058,789
$
-
$ 21,082,881
Carrying amount at
December 31, 2022
$ 3,740,678
$ 2,802,978
$ 7,694,632
$ 1,416,705
$ 3,105,197
$ 18,760,190
a. Apart from stated above, the above items of property, plant and equipment are depreciated on
a straight-line basis over their estimated useful lives as follows:
Buildings and improvements
Machinery and equipment
Other equipment
3-50 years
3-20 years
3-15 years
The Company’s main buildings, office buildings and electrical and mechanical power
equipment are depreciated over their estimated useful lives of 50 years and 20 years,
respectively.
b. The Company owns parcels of land which were registered in the name of certain individuals
because of certain regulatory restrictions. To secure its ownership of such parcels of land, the
361
Financial Information
Company keeps in its possession the land titles with the annotation of the land being pledged
to the Company. As of December 31, 2023 and 2022, the recorded total carrying amount of
such parcels of land amounted to NT$491,917 thousand.
15. LEASE ARRANGEMENTS
a. Right-of-use assets
Carrying amounts
Land
Buildings
Transportation equipment
Additions to right-of-use assets
Disposal
Sublease (Note 10)
Depreciation charge for right-of-use assets
Land
Buildings
Transportation equipment
b. Lease liabilities
Carrying amounts
Current
Non-current
December 31
2023
2022
$
41,463
279
33,969
$ 1,423,924
2,666
33,404
$
75,711
$ 1,459,994
For the Year Ended December 31
2023
2022
15,910
$
(1,267)
$
$ (1,345,977)
$ 1,450,985
(511)
$
-
$
$
$
35,957
1,647
15,345
56,047
1,714
13,769
$
52,949
$
71,530
December 31
2023
2022
37,025
$
$ 1,675,034
38,519
$
$ 1,498,347
Range of discount rates for lease liabilities was as follows:
Land
Buildings
Transportation equipment
362
December 31
2023
2022
2.05%-3.759% 2.05%-3.759%
1.198%
1.198%
1.964%-3.44% 1.964%-3.038%
c. Other lease information
For the Year Ended December 31
2023
2022
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
$ 16,436
$
243
$ (59,861)
$ 19,512
$
108
$ (50,285)
16. INVESTMENT PROPERTIES
Completed investment properties
$ 8,099,078
$ 8,170,554
December 31
2023
2022
Cost
Balance at January 1, 2023
Additions
Balance at December 31, 2023
Balance at January 1, 2022
Additions
Balance at December 31, 2022
Accumulated depreciation and impairment
Balance at January 1, 2023
Depreciation expenses
Balance at December 31, 2023
Balance at January 1, 2022
Depreciation expenses
Balance at December 31, 2022
Completed
Investment
Properties
$ 9,977,685
-
$ 9,977,685
$ 9,977,502
183
$ 9,977,685
$ 1,807,131
71,476
$ 1,878,607
$ 1,733,834
73,297
$ 1,807,131
a. The completed investment properties are depreciated on a straight-line method over their
estimated useful lives of 20 to 50 years.
b. The investment property of the Company is the Walsin Xin Yi Building and other completed
investment properties. The building valuation was commissioned by independent appraisal
agencies (third parties). As of December 31, 2023 and 2022, the fair values of the investment
properties were NT$32,102,265 thousand and NT$30,844,090 thousand, respectively.
363
Financial Information
17. OTHER ASSETS
Prepayment for purchases
Prepaid expense
Overpaid sales taxes
Refundable deposits
Prepayment for investments
Others
Current
Non-current
18. BORROWINGS
Short-term borrowings
Long-term borrowings
Long-term notes and bills payable
December 31
2023
2022
$
74,732
198,207
37,717
-
17,423
20,950
$ 1,390,831
348,419
-
280,997
2,204,073
76,358
$
349,029
$ 4,300,678
$
314,635
34,394
$ 2,019,441
2,281,237
$
349,029
$ 4,300,678
December 31
2023
2022
$
$ 26,446,398
$ 2,998,822
504,234 $ 6,600,565
$ 37,445,270
$ 1,497,914
a. Short-term borrowings as of December 31, 2023 and 2022 were as follows:
December 31
2023
2022
Interest Rate
%
Amount
Interest Rate
%
Amount
Procurement loans
Bank lines of credit
0.86%-1.00% $
1.60%
4,234
500,000
-
0.95%-1.62% 6,600,565
$
-
b. Long-term borrowings as of December 31, 2023 and 2022 were as follows:
$
504,234
$ 6,600,565
December 31
2023
Significant Covenant
Amount
2022
Amount
Long-term credit loan
The Export-Import Bank of the
Long-term credit loan from December 04, 2020 to
$ 1,137,770
$ 1,137,770
Republic of China
December 04, 2027; principal to be repaid evenly in
seven phases; 1st repayment due 48 months after the
drawdown date, after which repayments are due
once every six months
(Continued)
364
December 31
2023
Significant Covenant
Amount
2022
Amount
Bank of Taiwan
Principal repayments at maturity, from September 22,
9,000,000
9,000,000
Taiwan Cooperative Bank
DBS Bank
Hua Nan Commercial Bank
2020 to October 4, 2027; principal to be repaid in
two phases: From the 5th year, repayments are due
once every six months; at rates of 20% and 80%,
respectively
Principal repayment at maturity, from June 28, 2021 to
June 28, 2026; principal to be repaid in two phases:
1st repayment due 48 months after the drawdown
date, 2nd repayment due maturity date.
Principal repayments at maturity, from March 30, 2020
to April 15, 2025
Principal repayment at maturity, from March 29, 2021
to March 29, 2026; principal to be repaid in two
phases: From the 5th year, repayments are due once
every six months
$ 2,000,000
$ 2,000,000
-
7,552,100
2,000,000
2,000,000
Chinatrust Commercial Bank
Principal repayments at maturity, from October 4, 2022
-
1,500,000
Taiwan Cooperative Bank
Far Eastern International Bank
KGI Bank
to October 3, 2025
Principal repayments at maturity, from October 4, 2022
to October 4, 2027; principal to be repaid in two
phases: From the 4th year, repayments are due once
every six months; at rates of 20% and 80%,
respectively
Principal repayments at maturity, from October 21,
2022 to October 14, 2027; principal to be repaid
evenly in three phases; 1st repayment due 48 months
after the drawdown date, after which repayments are
due once every six months
Principal repayments at maturity, from October 24,
2022 to April 24, 2027
Standard Chartered Bank
Principal repayments at maturity, from November 16,
2022 to December 31, 2024
3,000,000
3,000,000
2,000,000
500,000
-
-
1,500,000
1,555,400
Hua Nan Commercial Bank
Principal repayments at maturity, from March 8, 2022
2,500,000
2,500,000
to March 8, 2027
Agricultural Bank of Taiwan
Principal repayments at maturity, from October 31,
-
1,000,000
2022 to October 31, 2025
Chang Hwa Commercial Bank
Principal repayments at maturity, from March 8, 2022
2,000,000
3,000,000
Bank of Taiwan
to March 8, 2027
Loan from June 13, 2023 to June 13, 2030; principal to
be repaid evenly in forty eight phases; 1st repayment
is due 36 months after the drawdown date
1,799,194
-
Others bank long-term credit
Principal repayments at maturity, from September 22,
1,009,434
1,200,000
loan
2022 to November 15, 2033
Less current portion of
long-term borrowings
26,446,398
-
37,445,270
-
$ 26,446,398
$ 37,445,270
(Concluded)
1) As mentioned above, long-term borrowings are assigned to credit loans.
2) Under the loan agreements with DBS Bank, the Company should maintain certain
financial ratios during the loan term, which are based on the annual and semi-annual
financial statements audited by the independent auditors. The financial ratios are as
follows:
a) Ratio of current assets to current liabilities not less than 100%;
b) Ratio of total liabilities less cash and cash equivalents to tangible net worth not more
than 120%;
365
Financial Information
c) Ratio of Interest Coverage Ratio which included net income before interest expenses,
taxation, depreciation and amortization to interest expenses not less than 150%; and
d) Tangible net worth (net worth less intangible assets) not less than NT$55,000,000
thousand.
3) As of December 31, 2022, Company was in compliance with the aforementioned financial
ratio requirements.
c. Long-term notes and bills payables
December 31, 2023
Acceptance Agency
Character
Interest Rate
(%)
Amount
China Bills, Mega Bills and
Unsecured
1.521-1.58
$ 3,000,000
International Bills
Less: Discount on short-term bills
payable
December 31, 2022
(1,178)
$ 2,998,822
Acceptance Agency
Character
Interest rate
(%)
Amount
China Bills and International Bills
Less: Discount on short-term bills
payable
Unsecured
1.395-1.50
$ 1,500,000
(2,086)
$ 1,497,914
19. BONDS PAYABLE
December 31
2023
2022
Domestic unsecured bonds
$ 12,800,000
$ 7,500,000
On October 8, 2021, the Company issued the first unsecured bonds for $7.5 billion, each with a
face value of $10 million. The issuance period is 5 years, and the maturity date is on October 8,
2026. The annual percentage rate is 0.7%. Since the issuance date, the interest will be paid once a
year, and the principal will be repaid once due.
On April 11, 2023, the Company issued the first unsecured bond of 2023 at amount of NT$5.3
billion and were divided into A and B bonds according to different issuance conditions. The
issuance amount of Bond A is NT$3 billion, and the issuance period is 5 years. The annual rate is
1.7%, and the maturity date is on April 11, 2028. The issuance amount of Bond B is NT$2.3
billion, and the issuance period is 10 years. The annual rate is 2.1%, and the maturity date is on
April 11, 2033. The interest of the two bonds will be paid once a year, and the principal will be
366
repaid at maturity.
20. RETIREMENT BENEFIT PLANS
a. Defined contribution plan
The Company adopted a pension plan under the Labor Pension Act (LPA), which is a
state-managed defined contribution plan. Under the LPA, the Company makes monthly
contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
The total expenses recognized in profit or loss for the years ended December 31, 2023 and
2022 were NT$114,765 thousand and NT$109,019 thousand, respectively, which is based on
the specified ratio in defined contributions plan.
b. Defined benefit plans
The defined benefit plans adopted by the Company in accordance with the Labor Standards
Act are operated by the government of the ROC. Pension benefits are calculated on the basis
of the length of service and average monthly salaries of the 6 months before retirement. The
Company contributes amounts equal to 2% of total monthly salaries and wages to a pension
fund administered by the pension fund monitoring committee. Pension contributions are
deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the
Company assesses the balance in the pension fund. If the amount of the balance in the pension
fund is inadequate to pay retirement benefits for employees who conform to retirement
requirements in the next year, the Company is required to fund the difference in one
appropriation that should be made before the end of March of the next year. The pension fund
is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company
has no right to influence the investment policy and strategy.
The amounts included in the balance sheets in respect of the Company’s defined benefit plans
are as follows:
December 31
2023
2022
Present value of defined benefit obligation
Fair value of plan assets
$ 1,175,002
(1,036,090)
$ 1,209,509
(1,060,075)
Net defined benefit liabilities
$
138,912
$
149,434
367
Financial Information
As of December 31, 2023 and 2022, net defined benefit liabilities of NT$1,907 thousand and
NT$2,014 thousand, respectively, were recorded under “other payables - accrued expense.”
Present Value
of Defined
Benefit
Obligation
Fair Value of
Plan Assets
Net Defined
Benefit
Liabilities
(Assets)
$ 1,482,158
$ (1,028,335)
$
453,823
10,007
9,244
19,251
-
(6,442)
(6,442)
10,007
2,802
12,809
-
(82,973)
(82,973)
(63,850)
(113,715)
-
-
(177,565)
-
(114,335)
1,209,509
(82,973)
(56,660)
114,335
(1,060,075)
6,128
15,119
21,247
-
(13,317)
(13,317)
(63,850)
(113,715)
(260,538)
(56,660)
-
149,434
6,128
1,802
7,930
$
-
$
(9,604)
$
(9,604)
44,332
44,332
-
(100,086)
-
44,332
(9,604)
(53,180)
100,086
34,728
(53,180)
-
Balance at January 1, 2022
Service cost
Current service cost
Net interest expense (income)
Recognized in profit or loss
Remeasurement
Return on plan assets (excluding
amounts included in net
interest)
Actuarial loss
Changes in financial
assumptions
Experience adjustments
Recognized in other comprehensive
income
Contributions from the employer
Benefits paid
Balance at December 31, 2022
Service cost
Current service cost
Net interest expense (income)
Recognized in profit or loss
Remeasurement
Return on plan assets (excluding
amounts included in net
interest)
Actuarial loss
Experience adjustments
Recognized in other comprehensive
income
Contributions from the employer
Benefits paid
Balance at December 31, 2023
$ 1,175,002
$ (1,036,090)
$
138,912
368
An analysis by function of the amounts recognized in profit or loss in respect of the defined
benefit plans are as follows:
Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31
2023
2022
$ 4,178
791
2,846
115
$ 6,638
894
5,077
200
$ 7,930
$ 12,809
Through the defined benefit plans under the Labor Standards Act, the Company is exposed to
the following risks:
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt
securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau
or under the mandated management. However, in accordance with relevant regulations,
the return generated by plan assets shall not be below the interest rate for a 2-year time
deposit with local banks.
2) Interest risk: A decrease in the government bond interest rate will increase the present
value of the defined benefit obligation; however, this will be partially offset by an increase
in the return on the plan’s debt investments.
3) Salary risk: The present value of the defined benefit obligation is calculated using the
future salaries of plan participants. As such, an increase in the salaries of the plan
participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out
by qualified actuaries. The significant assumptions used for the purposes of the actuarial
valuations are as follows:
Discount rate(s)
Expected rate(s) of salary increase
December 31
2023
1.25%
2.25%
2022
1.25%
2.25%
If possible reasonable change in each of the significant actuarial assumptions occurs and all
other assumptions remain constant, the present value of the defined benefit obligation will
increase (decrease) as follows:
Discount rate(s)
0.5% increase
0.5% decrease
December 31
2023
2022
$ (43,458)
$ 46,068
$ (47,681)
$ 50,683
(Continued)
369
Financial Information
Expected rate(s) of salary increase
0.5% increase
0.5% decrease
December 31
2023
2022
$ 44,682
$ (42,588)
$ 49,149
$ (46,718)
(Concluded)
The above sensitivity analysis may not be representative of the actual changes in the present
value of the defined benefit obligation as it is unlikely that the changes in assumptions will
occur in isolation of one another as some of the assumptions may be correlated.
21. EQUITY
Share capital
Ordinary shares
Capital surplus
Retained earnings
Others
a. Share capital
Ordinary shares
December 31
2023
2022
$ 40,313,329
33,624,917
60,590,617
6,281,452
$ 37,313,329
24,672,454
62,038,398
(443,305)
$ 140,810,315
$ 123,580,876
December 31
2023
2022
Number of authorized shares (in thousands)
Amount of authorized shares
Number of issued and fully paid shares (in thousands)
Amount of issued shares
6,500,000
$ 65,000,000
4,031,333
$ 40,313,329
6,500,000
$ 65,000,000
3,731,333
$ 37,313,329
As of January 1, 2022, the balances of the Company’s capital account were all
NT$34,313,329 thousand, which consisted of NT$3,431,333 thousand shares at par value of
NT$10.
On June 6, 2022, the Company’s board of directors resolved to issue 300,000 thousand
ordinary shares at a price of NT$33 per share with August 10, 2022 as the base date for capital
increase. On July 21, 2022, the Company’s chairman adjusted the new share issuing price
from NT$33 to NT$30.
On May 29, 2023, the Company’s board of directors resolved to issue ordinary shares for cash
to participate in the issuance of GDRs. On June 30, 2023, the Group issued 30,000 thousand
units of GDRs on the Luxembourg Stock Exchange, with each unit representing 10 ordinary
shares of the Company. This amounted to a total of 300,000 thousand shares with a unit price
370
of US$12.97, raising a total of US$389,100 thousand. As of December 31, 2023, the paid-in
capital was NT$40,313,329 thousand, divided into 4,031,333 thousand ordinary shares at par
value of NT$10.
As of December 31, 2023, 30,002 thousand GDRs of the Company were traded on the
Luxembourg Stock Exchange. The number of ordinary shares represented by the GDRs was
300,022 thousand shares (one GDR represents 10 ordinary shares).
b. Capital surplus
May be used to offset a deficit, distributed as cash
dividend or transferred to share capital (Note)
Issuance of ordinary shares
The difference between the consideration received or
paid and the carrying amount of the subsidiaries’ net
assets during actual disposal or acquisition
Share of changes in capital surplus of associates
Treasury share transactions
Gain on disposal of property, plant and equipment
Others
May only be used to offset a deficit
December 31
2023
2022
$ 27,787,949
$ 18,864,452
2,130
434,243
2,254,074
2,074,231
1,045,560
2,130
441,175
2,254,074
2,074,231
1,036,392
The change of interest in subsidiaries
26,730
-
$ 33,624,917
$ 24,672,454
Note: The premium from shares issued in excess of par (share premium from issuance of
ordinary shares, conversion of bonds and treasury share transactions) and donations
may be used to offset a deficit; in addition, when the Company has no deficit, such
capital surplus may be distributed as cash dividends or transferred to share capital
(limited to a certain percentage of the Company’s capital surplus and to once a
year).The capital surplus arises from changes in capital surplus of associates
accounted for using the equity method, employee share options and share warrants
may not be used for any purposes.
c. Retained earnings and dividend policy
Under the dividends policy, where the Company made a profit in a fiscal year, the profit shall
be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal
reserve 10% of the remaining profit this requirement is not applicable when the legal reserve
has reached the total capital, and then any remaining profit together with prior unappropriated
earnings shall be appropriated for special reserve or appropriate reversal of special reserve in
accordance with the laws and regulations, and then the balance shall be used by the
Company’s board of directors as the basis for proposing a distribution plan, which should be
resolved in the shareholders’ meeting for the distribution of dividends to shareholders. If
appropriated earnings are distributed in cash, the cash distribution shall be resolved by the
Company’s board of directors and reported in the shareholders’ meeting. Other than the
aforementioned regulations, the distribution shall be after deducting the share of profit of
371
Financial Information
associates accounted for using the equity method and adding cash dividends of associates
accounted for using the equity method. The Company shall reserve no lesser than 40% of the
balance amount as shareholders’ profit after offsetting its loss and tax payments in the
previous year, capital reserve, and special reserve adjusted by the accumulated net deduction
of other equity. The profits shall be distributed in cash or in form of shares; cash dividends
shall not be lesser than 70% of the total dividends.
Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the
Company’s paid-in capital. The legal reserve may be used to offset any deficits. If the
Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in
capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No.
1030006415 issued by the FSC and in the directive titled “Questions and Answers for Special
Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed
from a special reserve by the Company.
Refer to Note 23 for the policies on the distribution of employees’ compensation and
remuneration of directors.
The appropriation of earnings for 2021 which was approved in the shareholders’ meeting on
May 13, 2022, respectively, was as follows:
Legal reserve
Cash dividends
Appropriation
of Earnings
Dividends Per
Share (NT$)
$ 1,454,522
5,490,133
$
-
1.6
$ 6,944,655
The appropriations of earnings and dividends per share for 2023 and 2022 were as follows:
Appropriation of Earnings
Dividends Per Share (NT$)
2023
2022
Legal reserve
Cash dividends
$
526,862
4,434,466
$ 1,454,522
5,490,133
$ 4,961,328
$ 6,944,655
2023
$
-
1.1
2022
$
-
1.8
The above appropriations for cash dividends were approved by the Company’s board of
directors on February 23, 2024 and February 24, 2023, respectively. The other appropriations
for 2022 were approved by the shareholders in the meeting on May 19, 2023. The other
appropriations for 2023 are pending resolution at the shareholder's meeting scheduled for May
17, 2024.
d. Special reserve
Special reserve
$ 2,712,250
$ 2,712,250
December 31
2023
2022
372
Information regarding the above special reserve did not change for 2023 and 2022.
e. Other equity items
1) Exchange differences on the translation of the financial statements of foreign operations
For the Year Ended December 31
2023
2022
Balance at January 1
Share from subsidiaries and associates accounted
$ (4,256,774)
$ (6,100,687)
for using the equity method
(690,701)
1,843,913
Balance at December 31
$ (4,947,475)
$ (4,256,774)
Exchange differences relating to the translation of the results and net assets of the
Company’s foreign operations from their functional currencies to the Company’s
presentation currency (the New Taiwan dollar) were recognized directly in other
comprehensive income and accumulated in the exchange differences on the translation of
the financial statements of foreign operations. Exchange differences previously
accumulated in the exchange differences on the translation of the financial statements of
foreign operations were reclassified to profit or loss when disposing foreign operation.
2) Unrealized valuation gain (loss) on financial assets at FVTOCI
Balance at January 1
Unrealized gain (loss) - equity instruments
Share from associates accounted for using the
equity method
Cumulative unrealized loss of equity instruments
transferred to retained earnings due to disposal
For the Year Ended December 31
2023
2022
$ 6,693,877
6,254,992
$ 11,534,267
(4,022,988)
1,324,460
(741,445)
(204,652)
(75,957)
Balance at December 31
$ 14,068,677
$ 6,693,877
3) (Loss) gain on the hedging instruments
For the Year Ended December 31
2023
2022
Cash flow hedges
Balance at January 1
Share from associates accounted for using the
equity method
$ (105,801)
$
-
40,701
(105,801)
Balance at December 31
$ (65,100)
$ (105,801)
373
Financial Information
4) Other equity - others
Balance at January 1
Originally recognized equity items arising from the
acquisition of subsidiary equity instrument’s put
and call options
Other comprehensive loss from associates
accounted for using the equity method
For the Year Ended December 31
2023
2022
$ (2,774,607)
$
(91,467)
-
(2,683,140)
(43)
-
Balance at December 31
$ (2,774,650)
$ (2,774,607)
22. OPERATING REVENUE
Sales revenue
Other revenue
For the Year Ended December 31
2023
2022
$ 80,859,850
2,461,502
$ 95,624,880
2,795,165
$ 83,321,352
$ 98,420,045
23. NET PROFIT FROM CONTINUING OPERATIONS
Non-operating Income and Expenses - Gain (Loss) on Disposal of Investments
For the Year Ended December 31
2023
2022
Gain (loss) on disposal of investments - commodity futures $
(Loss) gain on disposal of investments - forward exchange
contracts
Gain (loss) on disposal of investments - exchange rate
swap contracts
787,980
$
(640,987)
(56,354)
259,332
354,322
(215,846)
$ 1,085,948
$
(597,501)
Employee Benefits Expense, Depreciation and Amortization
For the Year Ended December 31, 2023
Operating
Costs
Operating
Expenses
Non-operating
Expenses and
Losses
Total
Short-term employment
benefits
Post-employment benefits
Other employee benefits
374
$ 1,733,457 $ 1,526,618 $
$
$
100,329 $
$
70,182 $
167,052 $
52,513
-
-
-
$ 3,260,075
122,695
267,381
$
$
(Continued)
For the Year Ended December 31, 2023
Operating
Costs
Operating
Expenses
Non-operating
Expenses and
Losses
Total
Depreciation
Property, plant and
equipments
Right-of-use assets
Investment properties
$ 1,096,208 $
7,123
69,296
188,090 $
45,826
2,180
-
-
-
$ 1,284,298
52,949
71,476
$ 1,172,627 $
236,096 $
-
$ 1,408,723
Amortization
$
- $
28,191 $
-
$
28,191
(Concluded)
For the Year Ended December 31, 2022
Operating
Costs
Operating
Expenses
Non-operating
Expenses and
Losses
Total
Short-term
benefits
employment
Post-employment benefits
Other employee benefits
Depreciation
Property, plant and
equipments
Right-of-use assets
Investment properties
$ 1,960,313 $ 1,745,879 $
$
$
100,287 $
$
70,683 $
169,398 $
51,145
-
-
-
$ 3,706,192
121,828
269,685
$
$
$ 1,103,944 $
5,508
71,118
173,402 $
66,022
2,179
-
-
-
$ 1,277,346
71,530
73,297
$ 1,180,570 $
241,603 $
-
$ 1,422,173
Amortization
$
- $
11,750 $
-
$
11,750
According to the Company’s Articles, the Company accrued employees’ compensation and
remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of net
profit before income tax, employees’ compensation, and remuneration of directors. For the years
ended December 31, 2023 and 2022, the compensation of employees’ amounted to NT$70,700
thousand and NT$252,000 thousand, respectively, and the remuneration of directors amounted to
NT$30,000 thousand and NT$100,050 thousand, respectively. The compensation of employees
and the remuneration of directors for the years ended December 31, 2023 and 2022 were
approved by the Company’s board of directors on February 23, 2024 and February 24, 2023,
respectively.
If there is a change in the amounts before the annual financial statements are authorized for issue,
the differences are recorded in the expenses as an adjustment.
The employees’ compensation and the remuneration of directors for the years ended December
31, 2022 and 2021 resolved by the Company’s board of directors on February 24, 2023 and
February 22, 2022, respectively, are the same as the amounts recognized in the 2022 and 2021
financial statements.
375
Financial Information
Information on the employees’ compensation and remuneration of directors resolved by the
Company’s board of directors in 2023 and 2022 is available at the Market Observation Post
System website of the Taiwan Stock Exchange.
24. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
Current tax
In respect of the current year
Income tax on unappropriated earnings
Adjustments for prior year
Land value-added tax
Deferred tax
In respect of the current year
Adjustments for prior year
For the Year Ended December 31
2023
2022
$ 1,030,748
306,493
(18,555)
-
1,318,686
$ 1,059,128
321,642
(11,548)
248
1,369,470
513,036
(14,155)
498,881
3,898,110
36,864
3,934,974
Income tax expense recognized in profit or loss
$ 1,817,567
$ 5,304,444
A reconciliation of accounting profit and income tax expense is as follows:
For the Year Ended December 31
2023
2022
Profit before tax from continuing operations
$ 6,951,883
$ 24,656,541
Income tax expense calculated at the statutory rate
Investment income accounted for using the equity
$ 1,390,377
$ 4,931,308
method
Tax-exempt dividend income
Loss on investments
Others
Land value-added tax
Income tax on unappropriated earnings
Adjustments for prior years’ tax
313,200
(102,141)
-
(57,652)
-
306,493
(32,710)
153,441
(152,977)
(2,630)
28,096
248
321,642
25,316
Income tax expense recognized in profit or loss
$ 1,817,567
$ 5,304,444
376
b. Current tax assets and liabilities
Current tax assets
Tax refund receivable (recorded under other
non-current assets - others)
Current tax liabilities
Income tax payable
c. Deferred tax assets and liabilities
December 31
2023
2022
$
4,166
$
32,006
$ 1,361,449
$ 1,420,015
December 31
2023
2022
Deferred tax assets
$
Pension expense overlimit
Unrealized impairment loss on long-term investments
Unrealized loss on inventories write-down
Loss on idle capacity
Impairment loss on idle assets
Loss on liquidation of investments
Impairment loss on property, plant and equipment
Others
$
14,337
7,000
57,183
21,234
-
439,000
110,982
30,765
23,000
7,000
39,000
5,000
15,000
591,000
16,000
4,710
$
680,501
$
700,710
Deferred tax liabilities
Provision for land value-added tax
Unrealized gain of investments
$
(131,132)
(5,843,215)
$
(131,132)
(5,364,543)
$ (5,974,347)
$ (5,495,675)
d. The Company’s income tax returns through 2020 have been assessed by the tax authorities.
377
Financial Information
25. EARNINGS PER SHARE
For the Year Ended December 31
2023
2022
Amounts
(Numerator)
After Income
Tax
(Attributable
to Owners of
the Company)
Shares
(Denominator)
(In Thousands)
Earnings Per
Share
(In Dollars)
After Income
Tax
(Attributable
to Owners of
the Company)
Amounts
(Numerator)
After Income
Tax
(Attributable
to Owners of
the Company)
Earnings Per
Share
(In Dollars)
After Income
Tax
(Attributable
to Owners of
the Company)
Shares
(Denominator)
(In Thousands)
Basic earnings per
share
Net income
$ 5,134,316
3,883,388
$ 1.32
$ 19,352,097
3,549,689
$ 5.45
Effect of potentially
dilutive ordinary
shares
Employee bonus
-
2,500
-
5,690
$ 5,134,136
3,885,888
$ 1.32
$ 19,352,097
3,555,379
$ 5.44
26. SHARE-BASED PAYMENT AGREEMENTS
Employee Share Option Plan for Cash Capital Increase
The Company was approved by the Securities and Futures Bureau (FSC) on March 11, 2022 to
issue 300,000 thousand shares for cash capital increase. The board of directors resolved to retain
10% of the issued shares for employees’ subscription. The number of shares retained for
employees’ subscription and the subscription price were confirmed on June 27, 2022. The
Company recognized the capital surplus of NT$157,800 thousand on the grant date at the fair
value computed based on the Black-Scholes option evaluation model.
a. The Company used the Black-Scholes option evaluation model to calculate the fair value of
employee subscriptions for cash capital increase on June 27, 2022. Relevant information is as
follows:
Share Price on
the Grant
Date
(In Dollars)
Exercise
Price
(In Dollars)
Expected
Ratio of
Stock Price
Fluctuation
Expected
Duration
Expected
Dividend
Rate
Risk-Free
Interest
Rate
Fair Value
Per Share
(In Dollars)
$37.45
$33
52.95%
38 days
0.00%
0.52%
$5.26
b. Because of the dramatic changes in the capital market environment, to maintain the
shareholders' rights and ensure the completion of fundraising, the chairman of the Company,
authorized by the board of directors, adjusted the new share issuing price from NT$33 to
NT$30 on July 21, 2022. In addition, due to the price adjustment, the remuneration cost of the
relevant share-based payment agreement increased by NT$67,200 thousand.
The Company used the Black-Scholes option evaluation model to calculate the fair value of
employee subscriptions for cash capital increase as remeasurement on July 21, 2022. Relevant
information is as follows:
378
Share Price on
the Grant Date
(In Dollars)
Exercise
Price
(In Dollars)
Expected
Ratio of
Stock Price
Fluctuation
Expected
Duration
Expected
Dividend
Rate
Risk-Free
Interest
Rate
Fair Value
Per Share
(In Dollars)
$34.05
$30
54.13%
14 days
0.00%
0.72%
$2.24
27. ACQUISITION OF A SUBSIDIARY THAT DOES NOT CONSTITUTE A BUSINESS
To develop a new energy industry and increase investment in Matte and Nickel pig iron
production capacity, the Company acquired 50.10% shares of PT. Sunny Metal Industry for
$6,057,005 thousand on September 23, 2022.
In addition, to combine the acquired company's products, technologies and market advantages to
expand the stainless steel and nickel alloy business, the Company acquired 85.032% of the shares
of MEG S.A. for $6,497,972 thousand on November 30, 2022. On August 1, 2023 and September
19, 2023, the Company acquired 100% equity interests in Degerfors Long Products AB and
Special Melted Products Ltd. for $182,129 thousand and $5,668,618 thousand, respectively.
In accordance with IFRS 3 “Business Combinations”, the aforementioned acquisition of equity
does not constitute a business; therefore, the share purchase transaction is accounted for as the
acquisition of assets. For the description of the acquisition of the investment in subsidiaries, refer
to Note 33 to the Company’s consolidated financial statements for the year ended December 31,
2023.
28. DISPOSAL OF SUBSIDIARIES - WITH LOSS OF CONTROL
The Company entered into an agreement with ECP (third party) to dispose of its subsidiary New
Leaf Energy, Inc. (original name of the announcement: 2022 Solar Development, Inc.) and
completed the transaction on July 28, 2022 (United States local time July 27, 2022). For the
description of the disposal of the investment, refer to Note 34 to the Company’s consolidated
financial statements for the year ended December 31, 2023.
29. OPERATING LEASE ARRANGEMENTS
Operating leases relating to the investment properties owned by the Company with lease terms
between 5 and 10 years, with an option to extend for another 10 years. All operating lease
contracts contain market review clauses in the event that the lessees exercise its option to renew.
The lessees do not have a bargain purchase options to acquire the properties at the expiry of the
lease periods.
As of December 31, 2023 and 2022, deposits received under operating leases amounted to
NT$171,003 thousand and NT$159,118 thousand, respectively (recorded under other non-current
liabilities).
As of December 31, 2023, the Company’s future minimum lease receivables on non-cancelable
operating lease commitments are as follows:
379
Financial Information
2024
2025-2028
After 2029
$
655,201
1,062,343
21,156
$ 1,738,700
30. CAPITAL MANAGEMENT
The Company’s capital management objective is to ensure that it has the necessary financial
resources and operational plan so that it can cope with the next 12 months working capital
requirements, capital expenditures, debt repayments and dividends spending.
The capital structure of the Company consists of net debt (borrowings offset by cash and cash
equivalents) and equity attributable to owners of the Company (comprising issued capital,
reserves, retained earnings and other equity).
Key management personnel of the Company review the capital structure on a quarterly basis. As
part of this review, the key management personnel consider the cost of capital and the risks
associated with each class of capital. Based on recommendations of the key management
personnel, in order to balance the overall capital structure, the Company may adjust the amount of
dividends paid to shareholders, the number of new shares issued or repurchased, and/or the
amount of new debt issued or existing debt redeemed.
31. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments that are not measured at fair value
Except the following assets and liabilities, the management considers the carrying amounts of
financial assets and financial liabilities not recognized at fair value approximate to their fair
values.
December 31, 2023
Financial liabilities
Financial liabilities at
amortized cost
Carrying
Fair Value
Amount
Level 1
Level 2
Level 3
Total
Bonds payable
$ 12,800,000
$
-
$ 12,403,494
$
-
$ 12,403,494
December 31, 2022
Financial liabilities
Financial liabilities at
amortized cost
Carrying
Fair Value
Amount
Level 1
Level 2
Level 3
Total
Bonds payable
$ 7,500,000
$
-
$ 7,143,278
$
-
$ 7,143,278
380
The fair values of the financial assets and financial liabilities included in the Level 2
categories above have been determined in accordance with the income approach based on a
discounted cash flow analysis. The observable inputs included bond duration, bond interest
rates and credit rating.
b. Fair value of financial instruments that are measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2023
Financial assets at FVTPL
Contingent consideration
Derivatives not designated as
hedging instruments
Level 1
Level 2
Level 3
Total
$
-
$
-
$ 2,614,285
$ 2,614,285
68,870
-
-
68,870
$
68,870
$
-
$ 2,614,285
$ 2,683,155
Financial assets at FVTOCI
Investments in equity instruments
Listed securities in ROC
Unlisted securities
$ 17,891,936
-
$
$
-
-
-
743,243
$ 17,891,936
743,243
$ 17,891,936
$
-
$
743,243
$ 18,635,179
Financial liabilities at FVTPL
Derivatives not designated as
hedging instruments
$
-
$
44,519
$
-
$
44,519
December 31, 2022
Financial assets at FVTPL
Level 1
Level 2
Level 3
Total
Contingent consideration
$
-
$
-
$ 2,567,786
$ 2,567,786
Financial assets at FVTOCI
Investments in equity instruments
Listed securities in ROC
Unlisted securities
$ 11,707,298
-
$
$
-
-
-
498,902
$ 11,707,298
498,902
$ 11,707,298
$
-
$
498,902
$ 12,206,200
Financial liabilities at FVTPL
Derivatives not designated as
hedging instruments
$
21,017
$
30,488
$
-
$
51,505
2) There were no transfers between Levels 1, 2 and 3 in 2023 and 2022.
381
Financial Information
3) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2023
Financial Assets
Financial Assets
at FVTPL
Financial
Instruments
Financial Assets
at FVTOCI
Equity
Instruments
Balance at January 1, 2023
Additions
Recognized in other comprehensive income
Recognized in profit or loss
$
$ 2,567,786
-
-
46,499
498,902
150,000
94,341
-
Balance at December 31, 2023
$ 2,614,285
$
743,243
For the year ended December 31, 2022
Financial Assets
Financial Assets
at FVTPL
Financial
Instruments
Financial Assets
at FVTOCI
Equity
Instruments
Balance at January 1, 2022
Additions
Disposals
Recognized in other comprehensive loss
Recognized in profit or loss
$
$
-
2,686,100
-
-
(118,314)
528,367
90,000
(335)
(119,130)
-
Balance at December 31, 2022
$ 2,567,786
$
498,902
4) Valuation technique and inputs applied for Level 2 fair value measurement
Financial Instruments
Valuation Technique and Inputs
Derivatives - foreign exchange
Discounted cash flow. Future cash flows are
forward contracts
estimated based on observable forward exchange
rates at the end of the reporting period and
contract forward rates, discounted at a rate that
reflects the credit risk of various counterparties.
Derivatives - exchange rate swap
Discounted cash flow. Future cash flows are
contracts
estimated based on observable forward exchange
rates at the end of the reporting period and
contract forward rates, discounted at a rate that
reflects the credit risk of various counterparties.
382
5) Valuation technique and inputs applied for Level 3 fair value measurement
Financial Instruments
Valuation Technique and Inputs
Unlisted equity securities
Contingent consideration
c. Categories of financial instruments
Financial assets
Market approach. Fair values are determined based
on observable and comparable companies’ fair
values at the end of the reporting period, adjusted
by price earnings ratio and price-to-book ratio of
the investees.
Net asset method. Fair values are determined based
on the book value of companies.
Discounted cash flow. Present values are determined
based on future cash flows discounted at market
yield.
The estimated fair value is discounted according to
the probability of reaching the agreed conditions
and based on credit risk discount rate and other
information.
December 31
2023
2022
Financial assets at amortized cost
Cash and cash equivalents
Contract assets - current
Notes receivable and trade receivables (including
related parties)
Finance lease receivables (current and non-current)
Other receivables
Refundable deposits
Financial assets at FVTPL (current and non-current)
Financial assets at FVTOCI (current and non-current)
$ 3,530,594
175,083
$ 10,997,025
267,147
2,573,939
1,526,285
1,720,601
25,700
2,683,155
18,635,179
3,973,177
-
8,272,172
31,197
2,567,786
12,206,200
Financial liabilities
Financial liabilities at FVTPL (current and non-current)
Financial liabilities at amortized cost
44,519
51,505
Short-term borrowings
Notes payables and trade payables
Other payables
Bonds payable
Long-term borrowings
Long-term notes and bills payable
Deposits received (recorded under other non-current
504,234
3,648,025
5,471,498
12,800,000
26,446,398
2,998,822
6,600,565
3,226,544
12,158,213
7,500,000
37,445,270
1,497,914
liabilities)
175,088
175,854
383
Financial Information
d. Financial risk management objectives and policies
The Company’s major financial instruments included equity and investments, borrowings,
trade receivables, trade payables and lease liabilities. The Company’s corporate treasury
function provides services to the business, coordinates access to domestic and international
financial markets, and monitors and manages the financial risks relating to the operations of
the Company through internal risk reports that analyze exposures by degree and magnitude of
risks. These risks include market risk, credit risk and liquidity risk.
The Company seeks to minimize the effects of these risks by using derivative financial
instruments to hedge risk exposures. The use of financial derivatives is governed by the
Company’s policies approved by the board of directors, which provides written principles on
foreign exchange risk, interest rate risk and credit risk, the use of financial derivatives and
non-derivative financial instruments, and the investment of excess liquidity. Compliance with
policies and exposure limits is reviewed by the internal auditors on a continuous basis. The
Company did not enter into or trade financial instruments for speculative purposes.
1) Market risk
The Company’s activities exposed it primarily to the financial risks of changes in foreign
currency exchange rates and interest rates. The Company entered into foreign exchange
forward contracts and interest rate swaps contracts to hedge foreign currency risk and
interest rate risk.
There had been no change to the Company’s exposure to market risks or the manner in
which these risks were managed and measured.
a) Foreign currency risk
The Company had foreign currency sales and purchases, which exposed the Group to
foreign currency risk. Exchange rate exposures were managed within approved policy
parameters utilizing foreign exchange forward contracts.
It is the Company’s policy to negotiate the terms of the derivatives to match the terms
of the hedged item to maximize hedge effectiveness.
The carrying amounts of the Company’s foreign currency denominated monetary
assets and monetary liabilities (including those eliminated on consolidation) at the end
of the period are set out in Note 36.
The carrying amounts of the Company’s derivatives exposed to foreign currency risk
at the end of the reporting period were as follows:
Assets
U.S. dollar
384
December 31
2023
2022
$
-
$
-
(Continued)
Liabilities
U.S. dollar
Euro
Sensitivity analysis
December 31
2023
2022
6,125,648
135,920
2,886,740
-
(Concluded)
The Company is mainly exposed to the U.S. dollars.
The following table details the Company’s sensitivity to a 1% increase and decrease in
the New Taiwan dollar (i.e., functional currency) against the relevant foreign
currencies. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the end of the year for a
1% change in foreign currency rates.
Profit or loss
b) Interest rate risk
U.S. Dollar Impact
For the Year Ended December 31
2023
2022
$ (81,249)
$ (7,084)
The Company was exposed to interest rate risk because entities in the Company
borrow funds at both fixed and floating interest rates.
The carrying amounts of the Company’s financial assets and financial liabilities with
exposure to interest rates at the end of the year were as follows:
Fair value interest rate risk
Financial liabilities
Cash flow interest rate risk
Financial liabilities
Sensitivity analysis
December 31
2023
2022
$ 12,800,000
$ 7,500,000
$ 29,949,454
$ 45,543,749
The sensitivity analysis below was determined based on the Company’s exposure to
interest rates for financial instruments at the end of the year. For floating rate
liabilities, the analysis was prepared assuming the amount of each liability outstanding
at the end of the year was outstanding for the whole year.
If interest rates had been 1% basis points higher and all other variables were held
constant, the Company’s pre-tax net profit for the years ended December 31, 2023 and
thousand,
2022 would decrease by NT$299,495
thousand and NT$455,437
385
Financial Information
respectively.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in a financial loss to the Company. As at the end of the year, the Company’s
maximum exposure to credit risk, which would cause a financial loss to the Company due
to the failure of the counterparty to discharge its obligation and due to financial guarantees
provided by the Company, could be equal to the total of the following:
a) The carrying amount of the respective recognized financial assets as stated in the
parent company only balance sheets; and
b) The maximum amount the entity would have to pay if the financial guarantee is called
upon, irrespective of the likelihood of the guarantee being exercised.
The Company adopted a policy of only dealing with creditworthy counterparties and
obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of
financial loss from defaults. The Company’s exposure and the credit ratings of its
counterparties are continuously monitored, and the aggregate value of transactions
concluded is spread amongst the approved counterparties. Credit exposure is controlled by
setting credit limits that are reviewed and approved by the risk management committee
annually.
In order to minimize credit risk, the management of the Company has delegated a team
responsible for the determination of credit limits, credit approvals and other monitoring
procedures to ensure that follow-up action is taken to recover overdue receivables. In
addition, the Company reviews the recoverable amount of each individual trade
receivables at the end of the year to ensure that adequate impairment losses are made for
irrecoverable amounts. In this regard, the directors of the Company consider that the
Company’s credit risk was significantly reduced.
3) Liquidity risk
The Company manages liquidity risk by monitoring and maintaining a level of cash and
cash equivalents deemed adequate to finance the Company’s operations and mitigate the
effects of fluctuations in cash flows. In addition, management monitors the utilization of
bank borrowings and ensures compliance with loan covenants.
a) The following table details the Company’s expected maturities for its non-derivative
financial liabilities with agreed upon repayment periods.
December 31, 2023
Non-derivative
financial liabilities
Variable interest rate
liabilities
Lease liabilities
386
1 Year
1-2 Years
2-5 Years
5+ Years
Total
$ 3,800,013
36,274
$ 3,000,000
32,125
$ 25,644,810
313,986
$
800,410
1,656,268
$ 33,245,233
2,038,653
(Continued)
1 Year
1-2 Years
2-5 Years
5+ Years
Total
Fixed interest rate
liabilities
Non-interest bearing
liabilities
-
-
10,500,000
2,300,000
12,800,000
5,894,405
20,654
69,121
14,652
5,998,832
$ 9,730,692
$ 3,052,779
$ 36,527,917
$ 4,771,330
$ 54,082,718
(Concluded)
December 31, 2022
Non-derivative
financial liabilities
Variable interest rate
liabilities
Lease liabilities
Fixed interest rate
liabilities
Non-interest bearing
1 Year
1-2 Years
2-5 Years
5+ Years
Total
$ 10,076,552
33,771
$ 12,307,500
31,007
$ 26,135,684
234,683
$
500,000
1,752,617
$ 49,019,736
2,052,078
-
-
7,500,000
-
7,500,000
liabilities
11,945,959
75,051
59,111
4,503
12,084,624
$ 22,056,282
$ 12,413,558
$ 33,929,478
$ 2,257,120
$ 70,656,438
b) The Company’s expected maturities for its derivative financial instruments with
agreed upon settlement date were as follows:
December 31, 2023
On Demand
or Less
Than
1 Month
1-3 Months
3 Months
to 1 Year
1-5 Years
Total
Net settled
Commodity
futures
contracts
Foreign exchange
forward
contracts
Exchange rate
$ 27,614
$ 34,910
$ 6,346
$
-
$ 68,780
(9,371)
(436)
swap contracts
4,467
(39,179)
-
-
-
(9,807)
-
(34,712)
$ 22,710
$ (4,705)
$ 6,346
$
-
$ 24,351
387
Financial Information
December 31, 2022
On Demand
or Less
Than
1 Month
1-3 Months
3 Months
to
1 Year
1-5 Years
Total
Net settled
Commodity
futures contracts
$ (44,748)
$ 15,206
$ 8,525
$
-
$ (21,017)
Foreign exchange
forward
contracts
e. Transfers of financial assets
(30,488)
-
-
-
(30,488)
$ (75,236)
$ 15,206
$ 8,525
$
-
$ (51,505)
Factored trade receivables that are not overdue at the end of the year were as follows:
Proceeds
from
Receivables
Factoring
Amount
Reclassified
to Other
Receivables
Advances
Received -
Unused
Advances
Received -
Used
Counterparty
2023
CTBC bank
$
144,250 $
20,318 US$ 2,700 $
-
2022
CTBC bank
$
151,902 $
18,449 US$ 2,700 $
-
Annual
Interest
Rates on
Advances
Received
(Used) (%)
-
-
32. TRANSACTIONS WITH RELATED PARTIES
Details of transactions between the Company and other related parties are disclosed as follows:
a. Related party name and category
Related Party Name
Related Party Category
Walsin Lihwa Holdings Ltd.
Subsidiary
Walsin Info-Electric Corp.
Subsidiary
Chin-Cherng Construction Co.
Subsidiary
Min Maw Precision Industry Corp.
Subsidiary
Dongguan Walsin Wire & Cable Co., Ltd.
Subsidiary
Jiangyin Walsin Specialty Alloy Materials Co., Ltd.
Subsidiary
Subsidiary
Changshu Walsin Specialty Steel Co., Ltd.
Shanghai Walsin Lihwa Power Wire & Cable Co., Ltd. Subsidiary
(Continued)
388
Related Party Name
Related Party Category
Yantai Walsin Stainless Steel Co., Ltd.
PT. Walsin Nickel Industrial Indonesia
Walsin Internation Investments Limited
Borrego Energy Holdings, LLC
Borrego Energy, LLC
Waltuo Green Resources Corporation
PT. Sunny Metal Industry
Walsin Singapore Pte. Ltd.
Walsin Energy Cable System Co., Ltd.
PT. Walsin Lippo Industries
Metalinox Cogne Acos Inoxidaveis Especiais Ltda
Dongguan Cogne Steel Products Co., Ltd.
Cogne Celik Sanayi ve Ticaret Limited Şirketi
Cogne Edelstahl Gmbh
Cogne Acciai Speciali S.p.A.
Cogne U.K. Limited
Cogne France Société par Actions Simplifiée
Walsin Technology Corp.
Walton Advanced Engineering, Inc.
Chin-Xin Investment Co., Ltd.
Tsai Yi Corporation
Winbond Electronics Corp.
Prosperity Dielectrics Co., Ltd.
PT. Westrong Metal Industry
HannStar Display Corp.
Kuang Tai Metal Industrial Co., Ltd.
HannStar Board Corp.
Global Brands Manufacture Ltd.
Info-Tek Corp.
Hwa Bao Botanic Conservation Corp.
HannsTouch Holdings Company
TCC Energy Storage Technology Corporation
T.D.V. Trefileries des Vosges SA
Novametal SA
Trefilados Inoxidables de Mexico, S.A. DE C.V.
Novametal do Brasil LTDA
Ferriere di Stabio SA
Wire Products Stainless Steel PTY Ltd
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
Substantive related party
b. Sales
Subsidiaries
Other related parties
(Concluded)
For the Year Ended December 31
2023
2022
$ 1,002,325
2,032,889
$
835,245
1,447,563
$ 3,035,214
$ 2,282,808
389
Financial Information
c. Rental income
Subsidiaries
Associates
Other related parties
d. Purchases of goods
Subsidiaries
Walsin Singapore Pte. Ltd.
Others
Other related parties
e. Administrative expenses
Subsidiaries
Associates
Other related parties
For the Year Ended December 31
2023
2022
$
$
7,501
37,349
1,135
6,480
36,930
1,135
$
45,985
$
44,545
For the Year Ended December 31
2023
2022
$ 8,154,060
38,796
3,239
$
-
5,898
4,308
$ 8,196,095
$
10,206
For the Year Ended December 31
2023
2022
$
$
390
15,511
15,756
391
15,053
13,630
$
31,657
$
29,074
The stock registration matters of the Company and related parties were handled together. The
related fees allocated to the related parties were charged against general and administrative
expenses.
f. Dividend income
HannStar Display Corp.
HannStar Board Corp.
Other related parties
For the Year Ended December 31
2023
2022
$
$
-
153,009
5,779
298,293
140,259
7,705
$
158,788
$
446,257
390
g. Notes receivable
Not arising from operating activities
Associates
h. Trade receivables
Subsidiaries
Other related parties
i. Trade payables
Subsidiaries
Other related parties
j. Other receivables (excluding financing provided)
Subsidiaries
Walsin Singapore Pte. Ltd.
Others
Associates
Other related parties
k. Other payables (excluding loans from related parties)
Related Party
Subsidiaries
Other related parties
December 31
2023
2022
$
1,046
$
1,042
December 31
2023
2022
$
223,026
215,151
$
253,402
42,651
$
438,177
$
296,053
December 31
2023
2022
$
137,857
-
$
11,605
504
$
137,857
$
12,109
December 31
2023
2022
$
$
290,281
6,968
16,090
3,698
-
36,471
13,056
3,062
$
317,037
$
52,589
December 31
2023
2022
$
12,371
-
$ 5,521,658
275,909
$
12,371
$ 5,797,567
391
Financial Information
l. Acquisitions of property, plant and equipment
Related Party
For the Year Ended December 31
2023
2022
Min Maw Precision Industry Corp.
$
2,676
$
-
m. Disposals of property, plant and equipment
Proceeds
For the Year Ended
December 31
Related Party
2023
2022
Gain on Disposals
For the Year Ended
December 31
2023
2022
Hwa Bao Botanic
Conservation Corp.
$
-
$ 128,800
$
-
$ 78,443
The above transaction prices were determined with reference to the transaction prices of
similar real estate in the vicinity and professional valuation reports.
n. Lease arrangements - Company is lessee
Line Item
Related Party Category
2023
2022
For the Year Ended December 31
Interest expense
Subsidiaries
Lease liabilities
Subsidiaries
$
$
-
-
$
1
$
4,169
o. Sublease arrangements
Sublease of finance lease
Line Item
Related Party Category
2023
2022
December 31
Finance lease receivables Subsidiaries/Walsin Energy
$ 1,526,285
$
-
Cable System Co., Ltd.
Line Item
Related Party Category
2023
2022
For the Year Ended December 31
Interest revenue
Subsidiaries/Walsin Energy
Cable System Co., Ltd.
$
22,839
$
-
392
p. Guarantee deposits
Associates
Other related parties
q. Loan to related parties (including interest receivable)
Related Party Category/Name
Subsidiaries
Borrego Energy, LLC
Borrego Energy Holdings, LLC
PT. Sunny Metal Industry
December 31
2023
2022
$
$
7,362
282
7,362
282
$
7,644
$
7,644
December 31
2023
2022
$
648,967
230,405
-
$
-
-
5,481,736
$
879,372
$ 5,481,736
Associates
PT. Westrong Metal Industry
$
-
$ 1,228,863
Interest revenue
Related Party Category/Name
Subsidiaries
PT. Sunny Metal Industry
Others
For the Year Ended December 31
2023
2022
$
75,231
4,279
$
84,453
-
$
79,510
$
84,453
Associates
PT. Westrong Metal Industry
$
73,636
$
463
The interest rate of the Company’s loan to the above-mentioned related parties is equivalent to
the market interest rate.
r. Loan from related parties (including interest payable)
Related Party
December 31
2023
2022
Walsin Internation Investments Limited
Walsin Info-Electric Corp.
$ 3,195,696
100,383
$ 3,475,987
-
$ 3,295,779
$ 3,475,987
393
Financial Information
Interest expenses
Subsidiaries
s. Endorsements and guarantees
Subsidiaries
Amount endorsed
Amount utilized
t. Remuneration of key management personnel
For the Year Ended December 31
2023
2022
$
73,603
$
6,535
December 31
2023
2022
$ 3,901,716
-
$
$
$
368,520
-
The remunerations of directors and key executives in 2023 and 2022 were as follows:
Short-term employee benefits
Post-employment benefits
For the Year Ended December 31
2023
2022
$
137,226
1,301
$
265,922
1,299
$
138,527
$
267,221
The remuneration of directors and key executives, as determined by the remuneration
committee, was based on the performance of individuals and market trends.
33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collaterals for future deposits:
Refundable deposits (recorded under other financial assets
- current)
Pledged time deposits (recorded under other non-current
financial assets - other)
December 31
2023
2022
$
-
$ 280,997
600
600
$
600
$ 281,597
394
34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant contingencies and unrecognized
commitments of the Company on December 31, 2023 and 2022 were as follows:
a. Outstanding letters of credit not reflected in the parent company only financial statements as
of December 31, 2023 and 2022 were as follows (in thousands):
New Taiwan dollar
U.S. dollar
Renminbi
Japanese yen
Euro
December 31
2023
2022
43,944
NT$
9,130
US$
RMB
2,189
JPY 107,111
EUR 12,626
NT$
20,939
US$
3,186
RMB
2,189
54,144
JPY
EUR 34,490
b. Outstanding standby letters of credit and bid bonds of contingent liabilities not reflected in the
accompanying parent company only financial statements were as follows (in thousands):
New Taiwan dollar
U.S. dollar
December 31
2023
2022
NT$ 864,165
30
US$
NT$ 841,035
30
US$
c. Based on the tariff and relevant regulations, the Company issue tariff letters of credit to import
goods and to meet the needs of post-release duty payment. The amount of tariff letters of
credit were as follows:
New Taiwan dollar
NT$ 458,000
NT$ 496,000
d. Non-cancelable raw material procurement contracts were as follows:
December 31
2023
2022
December 31
2023
2022
U.S. dollar
US$
27,839
US$
43,926
e. The Company entered into a contract for the construction of new plants on the Company’s
own land. The amount of the unrecognized commitments was as follow:
U.S. dollar
Japanese yen
Euro
New Taiwan dollar
December 31
2023
2022
238
US$
-
JPY
EUR 35,830
NT$ 2,193,920
18
US$
11,680
JPY
EUR 39,064
NT$ 2,237,157
395
Financial Information
35. SIGNIFICANT SUBSEQUENT EVENTS
For the subsequent significant events description in the acquisition of subsidiaries and disposal of
associates by the Company, refer to Note 41 in the consolidated financial statements.
36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES
The Company’s significant financial assets and liabilities dominated in foreign currencies
aggregated by the foreign currencies other than functional currencies of the entities in the
Company and the related exchange rates between the foreign currencies and the respective
functional currencies were as follows:
December 31, 2023
Financial assets
Monetary items
U.S. dollar
Japanese yen
Euro
Hong Kong dollar
Australian dollar
Singapore dollar
Investments accounted for using the
equity method
U.S. dollar
Renminbi
Indonesia rupiah
Euro
Malaysian ringgit
Financial liabilities
Monetary items
U.S. dollar
Euro
Swiss franc
Japanese yen
Unit: Foreign Currency/In Thousands of Taiwan Dollars
Foreign
Currency
Exchange Rate
Carrying
Amount
$
67,802
635,549
15,846
1,005
306
154
1,259,917
6,663,558
1,423,535,240
284,469
86,089
30.7050
0.2172
33.9800
3.9290
20.9800
23.2900
30.7050
4.33524
0.00198
33.9800
6.4110
$
2,081,860
138,041
538,447
3,949
6,420
3,587
38,685,751
28,888,123
2,818,600
9,666,272
551,917
132,912
581
17
31,554
30.7050
33.9800
36.4850
0.2172
4,081,063
19,742
620
6,854
396
December 31, 2022
Financial assets
Monetary items
U.S. dollar
Japanese yen
Euro
Hong Kong dollar
Australian dollar
Investments accounted for using the
equity method
U.S. dollar
Renminbi
Indonesia rupiah
Euro
Malaysian ringgit
Financial liabilities
Monetary items
U.S. dollar
Euro
Swiss franc
Unit: Foreign Currency/In Thousands of Taiwan Dollars
Foreign
Currency
Exchange Rate
Carrying
Amount
$
382,488
236,526
35,095
1,027
1,298
884,702
7,874,934
2,475,983,068
131,042
84,073
30.7100
0.2324
32.7200
3.9380
20.8300
30.7100
4.40934
0.0020
32.7200
6.6990
$
11,746,208
54,969
1,148,296
4,043
27,031
27,169,195
34,723,262
4,902,446
4,287,682
563,204
311,554
121
17
30.7100
32.7200
33.2050
9,567,835
3,973
564
For the years ended December 31, 2023 and 2022, realized and unrealized net foreign exchange
were gain NT$102,135 thousand and loss NT$1,732,956 thousand, respectively. It is impractical
to disclose net foreign exchange gains (losses) by each significant foreign currency due to the
variety of the foreign currency transactions and functional currencies of the entities in the Group.
37. SEPARATELY DISCLOSED ITEMS
a. Information about significant transactions and b. information on investees:
1) Financing provided to others (Table 1)
2) Endorsements/guarantees provided (Table 2)
3) Marketable securities held (Table 3)
4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million
or 20% of the paid-in capital (Table 4)
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the
paid-in capital (Table 5)
397
Financial Information
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the
paid-in capital (None)
7) Total purchases from or sales to related parties amounting to at least NT$100 million or
20% of the paid-in capital (Table 6)
8) Receivables from related parties amounting to at least NT$100 million or 20% of the
paid-in capital (Table 7)
9) Trading in derivative instruments (Note 7)
10) Information on investees (Table 8)
c. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal
business activities, paid-in capital, method of investment, inward and outward remittance
of funds, ownership percentage, net income of investees, investment income or loss,
carrying amount of the investment at the end of the period, repatriations of investment
income, and limit on the amount of investment in the mainland China area (Table 9)
2) Any of the following significant transactions with investee companies in mainland China,
either directly or indirectly through a third party, and their prices, payment terms, and
unrealized gains or losses (Table 9):
a) The amount and percentage of purchases and the balance and percentage of the related
payables at the end of the year
b) The amount and percentage of sales and the balance and percentage of the related
receivables at the end of the year
c) The amount of property transactions and the amount of the resultant gains or losses
d) The balance of negotiable instrument endorsements or guarantees or pledges of
collateral at the end of the year and the purposes
e) The highest balance, the ending balance, the interest rate range, and total current
period interest with respect to the financing of funds; and
f) Other transactions that have a material effect on the profit or loss for the year or on the
financial position, such as the rendering or receipt of services
d. Information of major shareholders: List all shareholders with ownership of 5% or greater
showing the name of the shareholder, the number of shares owned, and percentage of
ownership of each shareholder (Table 10).
38. SEGMENT INFORMATION
The Company has provided the financial information of the operating segments in the
consolidated financial statements. These parent company only financial statements do not provide
such information.
398
WALSIN LIHWA CORPORATION
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars and U.S. Dollars)
No.
Lender
Borrower
Financial
Statement
Account
Related
Party
Highest Balance
for the Period
Ending Balance
Actual Amount
Borrowed
Interest
Rate
(%)
Nature of
Financing
Business
Transactio
n Amount
Reasons for
Short-term
Financing
0 Walsin Lihwa
Corporation
PT. Sunny Metal
Other receivables Yes
Industry
PT. Westrong
Metal Industry
Borrego Energy
Holdings, LLC &
Borrego Energy,
LLC
Other receivables Yes
Other receivables Yes
Notes:
$
7,642,860
(US$ 250,750)
2,766,600
90,000)
1,562,750
50,000)
(US$
(US$
$
(US$
(US$
(US$
-
-)
-
-)
1,535,250
50,000)
$
(US$
(US$
(US$
-
-)
-
-)
875,093
28,500)
-
-
Operating
capital
Operating
capital
6.20 Operating
capital
$
-
-
Equipment
purchase
Equipment
purchase
TABLE 1
Allowance
for
Impairme
nt Loss
$
-
-
Collateral
Item
Value
Financing Limit
for Each
Borrower
(Note 1)
Aggregate
Financing Limit
(Note 1)
-
-
$
- $ 56,324,126 $ 56,324,126
-
56,324,126
56,324,126
- Operating capital
- Promissory note
1,349,627
56,324,126
56,324,126
and property
1. According to the financing regulations provided by Walsin Lihwa Corporation, the limit on the amount of financing provided to a single enterprise that holds directly or indirectly 100% of the voting rights of a subsidiary cannot exceed 40% of the equity
presented in the consolidated financial statements of Walsin Lihwa Corporation.
a. The limit on the amount of financing provided to a single enterprise was as follows:
PT. Sunny Metal Industry, PT. Westrong Metal Industry and Borrego Energy Holdings, LLC & Borrego Energy, LLC = $140,810,315 × 40% = $56,324,126
b. The limit on the amount of financing provided was as follows:
The limit on the amount of financing provided = $140,810,315 × 40% = $56,324,126
2. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars.
3. The currency exchange rate as of December 31, 2023 was as follows: US$ to NT$ = 1:30.705.
3
9
9
4
0
0
WALSIN LIHWA CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars and U.S. Dollars)
TABLE 2
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Endorsee/Guarantee
No.
(Note 1)
Endorsement/
Guarantor
Name
Relationship
(Note 2)
Limits on
Endorsement/
Guarantee Given
on Behalf of Each
Party
(Note 3)
Maximum Amount
Endorsed/
Guarantee During
the Period
Outstanding
Endorsement/
Guarantee at the
End of the Period
(Note 4)
Actual Amount
Borrowed
Amount of
Endorsement/
Guarantee by
Collateral
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements (%)
Aggregate
Endorsement/
Guarantee Limit
(Note 3)
Guaranteed
Provided by
Parent
Company
Guarantee
Provided by A
Subsidiary
Provided to
Subsidiaries
Mainland China
0 Walsin Lihwa
Corporation
Borrego Energy,
LLC
Yantai Walsin
Stainless Steel
Co., Ltd.
b
b
$
(US$
-
-)
6,512,311
(RMB 1,502,180)
$
(US$
365,760
12,000)
4,065,705
(RMB 900,000)
$
(US$
-
-)
3,901,716
(RMB 900,000)
$
(US$
(RMB
$
-
-)
-
-)
-
-
-
2.77
$ 140,810,315
140,810,315
Yes
Yes
No
No
No
Yes
Notes:
1. The information on Walsin Lihwa Corporation and its subsidiaries is listed and labeled on the entitled “No.” column.
“0” represents Walsin Lihwa Corporation.
a.
b. Subsidiaries are numbered consecutively starting from 1.
2. The relationship between Walsin Lihwa Corporation and the endorsed/guaranteed entities can be classified into the following categories:
a. A company with which Walsin Lihwa Corporation does business.
b. A company in which Walsin Lihwa Corporation directly and indirectly holds more than 50% of the voting shares.
c. A company that directly and indirectly holds more than 50% of the voting shares in Walsin Lihwa Corporation.
d. A company in which Walsin Lihwa Corporation directly or indirectly holds 90% or more of the voting shares.
e. A company that fulfills Walsin Lihwa Corporation’s contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
f. A company in which all capital contributing shareholders make endorsements/guarantees for it and Walsin Lihwa Corporation’s joint-investment company in proportion to their shareholding percentages.
g. A company in the same industry as Walsin Lihwa Corporation whereby either provides among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for
each other.
3. According to the endorsements/guarantees provided and financing regulations provided by Walsin Lihwa Corporation, the total limit on the amount of endorsements/guarantees cannot exceed 100% of the equity of Walsin Lihwa Corporation’s current financial
statements (including the consolidated financial statements). The limit on the amount of endorsements/guarantees provided and financing provided to a single enterprise cannot exceed the equity of the guaranteed company. The amount which is 250% of the net
value multiplied by the equity percentage of the guarantee provider.
a. The limit on the amount of endorsements/guarantees provided was as follows:
NT$140,810,315 × 100% = $140,810,315
b. The limit on the amount of endorsements/guarantees provided to a single entity was as follows:
Borrego Energy, LLC: US$0 × 250% × 72.55% = US$0
Yantai Walsin Stainless Steel Co., Ltd.: RMB600,872 × 250% × 100.00% = RMB1,502,180
4. The currency exchange rates as of December 31, 2022 were as follows: US$ to NT$ = 1:30.705. RMB to NT$ = 1:4.33524
TABLE 3
WALSIN LIHWA CORPORATION
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Holding
Company Name
Type and Name of Issuer of
Marketable Securities
Relationship with the Holding
Company
Financial Statement Account
December 31, 2023
Number of
Shares/Units
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
Note
Walsin Lihwa
Corporation
Share
HannStar Display Corp.
HannStar Board Corp.
The holding company is a
director of the issuer
company
The chairman of the holding
company and the chairman
of the company are
second-class relatives
TECO Electric & Machinery Co., Ltd.
-
Kuang Tai Metal Industrial Co., Ltd.
Global Investment Holdings
The holding company is a
director of the issuer
company
The holding company is a
director of the issuer
company
Universal Venture Capital Investment
-
Hwa Bao Botanic Conservation Corp. The holding company is a
supervisor of the issuer
company
Tung Mung Development Co., Ltd.
-
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
Financial assets at fair value through other
comprehensive income - non-current
299,632,180
$ 3,550,641
10.19
$ 3,550,641
63,753,952
3,525,594
12.06
3,525,594
231,104,730
10,815,701
10.81
10,815,701
9,631,802
295,107
9.39
295,107
5,221,228
64,327
2.97
64,327
1,400,000
14,954
1.16
27,000,000
284,474
15.00
14,954
284,474
14,285,000
84,381
3.43
84,381
4
0
1
4
0
2
WALSIN LIHWA CORPORATION
MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
TABLE 4
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company
Name
Type and Name of
Marketable Securities
Financial Statement
Account
Purpose of
Transaction
Counterparty
Beginning Balance
Acquisition
Disposal
Ending Balance
Relationship
Number of
Shares
Amount
Number of
Shares
Amount
Number of
Shares
Amount
Carrying
Amount
Gain (Loss)
on Disposal
Number of
Shares
Amount
Walsin Lihwa Share
Corporation Walsin Lihwa Holdings
Limited
Concord Industries
Limited
Walsin Lihwa Europe
S.a r.l.
Walsin Singapore Pte.
Ltd.
PT. Westrong Metal
Industry
Walsin Energy Cable
System Co., Ltd.
Innovation West Mantewe
Pte. Ltd.
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Capital reduction Subsidiaries
108,730,393 $ 24,073,818
Capital reduction Subsidiaries
308,498,375
5,210,454
- $
-
-
-
106,000,000 $ 3,214,530
11,000,000
336,700
Capital investment Subsidiaries
Capital investment Subsidiaries
Walsin Singapore
Subsidiaries
Pte. Ltd.
Capital investment Subsidiaries
Glory Merry
Limited and
non-related
individual
-
4,146,986
12,000
5,519,286
(Note2)
422,000,000 19,603,265 311,000,000 11,206,684
(Note2)
-
590,000
4,590,864
-
-
-
-
- 270,000,000
-
40
2,657,462
(Note2)
2,444,727
$
$ 3,490,565
(Note1)
1,525,182
(Note1)
-
-
-
-
-
-
2,730,393 $ 20,583,253
297,498,375
3,685,272
12,000
9,666,272
733,000,000
30,809,949
-
-
-
-
590,000
4,680,030
4,680,030
-
-
-
-
-
-
47,627,598
476,276
-
14,713,622
474,294
(617,532)
(Note2)
-
89,166
(Note3)
-
-
-
-
-
-
-
270,000,000
2,657,462
40
2,444,727
919,380,016
20,335,573
529,955,805
5,462,298
21,344,562
4,237,555
-
-
-
720,192
(Note1)
846,712
(Note1)
Winbond Electronics
Corporation
Chin-Cherng Construction
Co.
Joint Success Enterprises
Limited
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Investments accounted for
using the equity method
Capital investment Associates
883,848,423 20,953,105
35,531,593
Capital reduction Subsidiaries
577,583,403
6,182,490
Capital reduction Subsidiaries
36,058,184
5,084,267
-
-
Note 1: The amount included a capital decrease in cash, recognition of investment gains and losses, and changes in other equity.
Note 2: The amount included a capital increase in cash, recognition of investment gains and losses, and changes in other equity.
Note 3: The amount included exchange differences on the translation of the financial statements of foreign operations.
WALSIN LIHWA CORPORATION
ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Company Name
Property Transaction Date
Transaction
Amount (Foreign
Currencies in
Thousands)
Payment Term
Counterparty
Relationships
Property Owner
Relationships
Transaction Date
Amount
Price
Reference
Purpose of
Acquisition
Other
Terms
Information on Previous Title Transfer If Counterparty Is A Related Party
Walsin Lihwa
Corporation
Plant
2024/02/04-
2024/12/26
$ 1,130,651
Based on the terms
in the contract
Chung-Lu Construction
-
N/A
N/A
N/A
N/A
Based on the
Manufacturing and
-
Co., Ltd.
marketability
operating purpose
TABLE 5
4
0
3
4
0
4
WALSIN LIHWA CORPORATION
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
TABLE 6
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Company Name
Related Party
Nature of
Relationship
Transaction Details
Abnormal Transaction
Notes/Accounts Payable
or Receivable
Purchase/
Sale
Amount
% of
Total
Payment Terms
Unit Price
Payment
Terms
Ending
Balance
% of
Total
Note
Walsin Lihwa
Corporation
Co., Ltd.
party
Kuang Tai Metal Industrial
Director of the related
Sales
$ (1,515,412)
(2) The payment terms are set by
Normal
Normal
$
51,392
2
Jiangyin Walsin Specialty
Alloy Materials Co.,
Ltd.
subsidiary
100% indirectly owned
Sales
(369,262)
-
Changshu Walsin
100% indirectly owned
Sales
(491,550)
Specialty Steel Co., Ltd.
subsidiary
Novametal SA
Substantive related
Sales
(174,367)
party
Trefilados Inoxidables de
Mexico, S.A. De C.V.
Substantive related
Sales
(101,453)
party
Ferriere di Stabio SA
Substantive related
Sales
(131,839)
party
Walsin Singapore Pte. Ltd. 100% directly owned
Purchases
8,154,060
10
subsidiary
quotations on the local market, and
the transaction terms are similar to
those of general customers.
The payment terms are set by
quotations on the local market, and
the transaction terms are similar to
those of general customers.
(1) The payment terms are set by
-
-
-
quotations on the local market, and
the transaction terms are similar to
those of general customers.
The payment terms are set by
quotations on the local market, and
the transaction terms are similar to
those of general customers.
The payment terms are set by
quotations on the local market, and
the transaction terms are similar to
those of general customers.
The payment terms are set by
quotations on the local market, and
the transaction terms are similar to
those of general customers.
The payment terms are set by
quotations on the local market, and
the transaction terms are similar to
those of general customers.
Normal
Normal
99,469
4
Normal
Normal
94,733
4
Normal
Normal
77,568
3
Normal
Normal
22,675
1
Normal
Normal
31,914
1
Normal
Normal
(126,177)
(3)
WALSIN LIHWA CORPORATION
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Company Name
Related Party
Relationship
Financial Statement Account and
Ending Balance
Turnover
Rate
Amount
Overdue
Walsin Lihwa Corporation Walsin Singapore Pte. Ltd.
100% directly owned subsidiary
Borrego Energy Holdings, LLC. 72.55% indirectly owned
Other receivables
Other receivables
$ 290,281
230,405
Borrego Energy, LLC.
72.55% indirectly owned
Other receivables
648,967
subsidiary
subsidiary
-
-
-
$
-
-
-
Action
Taken
-
-
-
Amounts
Received in
Subsequent
Period
Allowance for
Bad Debts
$
$
-
-
-
-
-
-
TABLE 7
4
0
5
4
0
6
WALSIN LIHWA CORPORATION
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES OVER WHICH THE GROUP EXERCISES SIGNIFICANT INFLUENCE
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
Information of investees that Walsin Lihwa Corporation has controlling power or significant influence over was as follows:
Investor
Company
Investee Company
Location
Main Businesses and Products
Original Investment Amount
December 31,
2023
December 31,
2022
TABLE 8
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
Balance as of December 31, 2023
Percentage of
Ownership
(%)
Carrying
Amount
Number of
Shares
Walsin Lihwa Walsin Lihwa Holdings Limited
Corporation Concord Industries Limited
Ace Result Global Limited
Min Maw Precision Industry Corp.
British Virgin Islands Investments holding
British Virgin Islands Investments holding
British Virgin Islands Investments holding
Taiwan
Solar power systems management, design, and
$
103,022
13,274,435
1,587,416
180,368
$ 3,317,552
13,611,135
1,587,416
180,368
2,730,393
297,498,375
44,739,988
34,837,100
100.00
100.00
100.00
100.00
$ 20,583,253
3,685,272
382,041
409,853
281,244
$
(1,147,157)
$
33,896
24,677
74,675
(1,147,157)
33,896
21,417
Waltuo Green Resources Corporation Taiwan
Waste disposal, resource recovery and cement
10,000
10,000
1,828,287
100.00
9,251
(8,409)
(8,409)
installation
Chin-Cherng Construction Co.
Taiwan
Walsin Info-Electric Corp.
Taiwan
products
Investment in the construction of residential,
sale of commercial buildings, rental design
and interior decoration business
Mechanical and electrical, communications,
and power systems
135,412
611,688
529,955,805
99.22
5,462,298
(179,331)
(177,932)
270,034
270,034
29,854,246
99.51
348,242
4,640
4,618
PT. Walsin Lippo Industries
PT. Walsin Lippo Kabel
Joint Success Enterprises Limited
Chin-Xin Investment Co., Ltd.
Tsai Yi Corporation
Concord II Venture Capital Co., Ltd.
Winbond Electronics Corp.
Steel wires
Production and sale of cables and wires
Indonesia
Indonesia
British Virgin Islands Investments holding
Taiwan
Taiwan
Taiwan
Taiwan
Investments
Management and investments holding
Venture capital and consulting affairs
Research, development, production and sale of
semiconductors and related components
481,663
12,004
689,979
2,237,969
457,610
257,860
8,211,615
481,663
11,656
1,164,273
2,237,969
457,610
257,860
7,429,920
10,500
2,999,500
21,344,562
179,468,270
49,831,505
26,670,699
919,380,016
Taiwan
Taiwan
Walton Advanced Engineering, Inc.
Walsin Technology Corp.
PT. Walsin Nickel Industrial Indonesia Indonesia
Walsin Precision Technology Corp. Malaysia
Singapore
Walsin Singapore Pte. Ltd.
Walsin Energy Cable System Co., Ltd. Taiwan
Walsin Lihwa Europe S.a r.l.
PT. Walsin Research Innovation
Luxembourg
Indonesia
Indonesia
Walsin America, LLC
PT. CNGR Walsin New Energy and
Technology Indonesia
PT. Westrong Metal Industry
Innovation West Mantewe Pte. Ltd.
PT CNGR Walsin New Mining
Industry Investment Indonesia
USA
Indonesia
Indonesia
Singapore
Indonesia
Production, sale, and testing of semiconductors 1,185,854
1,649,039
Production and sale of ceramic capacitors
1,509,171
Production and sale of nickel pig iron
434,994
Production and sale of stainless steel plates
26,357,910
Investments holding
2,700,000
Submarine communication cables
11,560,560
Investments holding
43,669
Consulting and management
1,185,854
1,649,039
1,509,171
434,994
16,790,710
-
6,692,862
22,223
109,628,376
88,902,325
500,000
32,178,385
733,000,000
270,000,000
12,000
13,930
Investments
Investments holding
Manufacture and sale of nickel matte
Investments holding
Investments holding
196,654
300,000
-
2,452,575
46,929
185,752
300,000
4,680,030
-
-
N A
140,651
-
40
22,257
Note 1: Due to adjustments in the investment structure of the Group, it was transferred from Walsin Lihwa Corporation to Walsin Singapore Pte. Ltd.
Note 2: Due to adjustments in the investment structure of the Group, it was transferred from Walsin Lihwa Holdings Limited to Walsin Lihwa Corporation.
70.00
70.00
49.05
37.00
33.97
26.67
21.99
21.17
18.30
50.00
100.00
100.00
90.00
100.00
99.50
100.00
29.17
-
40.00
29.17
980,706
11,773
4,237,555
8,575,298
1,026,607
169,753
20,335,573
2,230,609
8,631,671
7,269,121
551,918
30,809,949
2,657,462
9,666,272
36,315
96,593
(823)
(388,158)
778,816
23,695
(16,574)
(1,146,522)
67,615
(576)
(308,977)
288,162
8,049
(4,420)
(253,924)
(29,495)
(6,244)
2,325,394
2,855,853
13,214
1,828,395
(45,479)
639,873
(5,663)
427,443
1,458,312
13,214
1,417,688
(41,660)
639,873
(5,625)
(374,028)
280,654
(372,662)
(7,744)
(372,662) (Note 2)
(2,259)
-
2,444,727
45,131
(12,635)
(15,981)
(2,832)
(504) (Note 1)
(6,392)
(860)
TABLE 9
WALSIN LIHWA CORPORATION
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, U.S. Dollars and Renminbi)
Walsin Lihwa Corporation
A. The names of investee companies in mainland China, their main businesses and products, total amount of paid-in capital, investment type, investment flows, percentage of ownership in investment, investment gain or loss, carrying amount, accumulated inward
remittance of earnings and upper limit on investment in mainland China were as follows:
Investee Company
Main Businesses and
Products
Paid-in Capital
Method of
Investment
(Note 1)
Jiangyin Walsin Steel
Cable Co., Ltd.
Manufacture and sale of steel
cables and wires
$
(US$
614,000
20,000)
Shanghai Walsin Lihwa
Power Wire & Cable
Co., Ltd.
Manufacture and sale of
cables and wires
(US$
479,827
15,627)
Hangzhou Walsin Power
Cable & Wire Co., Ltd.
Manufacture and sale of
cables and wires
(US$
5,467,946
178,080)
Walsin (China) Investment
Investments
Co., Ltd.
(US$
2,413,413
78,600)
Changshu Walsin
Specialty Steel Co., Ltd.
Manufacture and sale of
specialized steel tubes
(US$
2,978,385
97,000)
Dongguan Walsin Wire &
Cable Co., Ltd.
Manufacture and sale of bare
copper cables and wires
(US$
798,330
26,000)
Jiangyin Walsin Specialty
Alloy Materials Co.,
Ltd.
Manufacture and sale of
cold-rolled stainless steel
and flat rolled products
(US$
1,504,545
49,000)
XiAn Walsin Metal
Manufacture and sale of
Product Co., Ltd. (Note
11)
specialized stainless steel
plates
(US$
1,699,522
55,350)
Yantai Walsin Stainless
Production and sale of
Steel Co., Ltd.
electronic components and
new alloy materials
(US$
10,288,171
335,065)
(Note 9)
b
b
b
b
b
b
b
b
b
$
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2023
$
(US$
(US$
(US$
(US$
(US$
(US$
(US$
799,589
26,041)
(Note 2)
459,224
14,956)
(Note 3)
2,590,888
84,380)
(Note 4)
2,413,413
78,600)
(Note 5)
2,978,385
97,000)
(Note 6)
798,330
26,000)
(Note 7)
1,504,545
49,000)
(Note 8)
(US$
925,756
30,150)
(US$
6,537,924
212,927)
Remittance of Funds
Outward
Inward
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2023
$
(US$
(US$
(US$
(US$
(US$
(US$
(US$
799,589
26,041)
(Note 2)
459,224
14,956)
(Note 3)
2,590,888
84,380)
(Note 4)
2,413,413
78,600)
(Note 5)
2,978,385
97,000)
(Note 6)
798,330
26,000)
(Note 7)
1,504,545
49,000)
(Note 8)
(US$
925,756
30,150)
(US$
6,537,924
212,927)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net Income
(Loss) of the
Investee
Ownership
of Direct or
Indirect
Investment
(%)
Investment
Gain (Loss)
(Note 16)
Carrying
Amount
as of
December 31,
2023
Accumulated
Repatriation of
Investment Income
as of
December 31, 2023
$ (101,194 )
100.00
$ (101,194 ) $ 728,251
$
36,375
95.71
34,816
1,187,786
183,365
40.00
66,364
724,089
(208,895 )
100.00
(208,895 ) 4,027,195
273,984
100.00
273,984
1,300,217
(34,993 )
100.00
(34,993 ) 1,426,606
(588,722 )
100.00
(588,722 ) 1,178,882
(11,931 )
100.00
(11,931 )
(791,207)
(1,452,987 )
100.00
(1,452,987 ) 2,604,924
-
-
-
--
-
-
-
-
-
(Continued)
4
0
7
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
4
0
8
Investee Company
Main Businesses and
Products
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2023
Remittance of Funds
Outward
Inward
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2023
Net Income
(Loss) of the
Investee
Ownership
of Direct or
Indirect
Investment
(%)
Investment Gain
(Loss)
(Note 16)
Carrying
Amount
as of
December 31,
2023
Accumulated
Repatriation of
Investment Income
as of
December 31, 2023
Changzhou China Steel
Precision Materials Co.,
Ltd.
Melting and forging of
nonferrous metallic
materials and composites
as well as new types of
alloys
$
(US$
1,338,738
43,600)
(Note 13)
Nanjing Taiwan Trade
Business and asset
Mart Management Co.,
Ltd.
management, consulting
and advertising services
(US$
30,705
1,000)
Dong Guan Cogne Steel
Products Co., Ltd.
Stainless Steel Products
Shaanxi Tianhong Silicon
Industrial Corporation
Polysilicon production
Jiangsu Taiwan Trade
Development and
Mart Development Co.,
Ltd.
management of Nanjing
Taiwan Trade Mart
Management Co., Ltd.
(EUR
784,564
23,089)
5,202,288
(RMB 1,200,000)
(RMB
43,352
10,000)
Shaanxi Electronic Group
Optoelectronics
Technology Co., Ltd.
(Note 12)
Walsin (Nanjing)
Development Co., Ltd.
Communications equipment
and electronic components
674,550
(RMB 155,597)
Construction, rental and sale
of buildings and industrial
factories
(US$
1,535,500
50,000)
Nanjing Walsin Property
Management Co., Ltd.
Property management,
business management and
housing leasing
(RMB
4,335
1,000)
b
b
b
b
b
b
b
b
$
(US$
401,621
13,080)
$
(US$
30,705
1,000)
(US$
(US$
(US$
-
-)
-
-)
9,334
304)
(RMB
-
-)
(US$
1,529,109
49,800)
(Note 14)
(RMB
-
-)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
$
(US$
401,621
13,080)
$
69,464
30.00
$
20,841
$ 492,115
$
(US$
971,967
31,655)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(US$
30,705
1,000)
(US$
(US$
(US$
-
-)
-
-)
9,334
304)
(RMB
-
-)
(US$
1,529,109
49,800)
(Note 14)
(RMB
-
-)
(8,336 )
100.00
(8,336)
(518,360)
(32,113 )
70.00
(22,493)
564,831
-
19.00
-
-
(Note 10)
1,038
20.00
208
9,776
22,638
6.02
-
78,706
(547,393 )
99.60
(545,217)
8,542,838
(3,962 )
99.60
(3,947)
(21,672)
-
-
-
-
-
-
-
B. The upper limit on investment of WLC in mainland China was as follows:
Accumulated Outward Remittance for Investment in
Mainland China as of December 31, 2023
(NT$ and US$ in Thousands)
Investment Amounts Authorized by the
Investment Commission, MOEA
(NT$ and US$ in Thousands)
Upper Limit on the Amount of Investments Stipulated by
the Investment Commission, MOEA
(NT$ in Thousands)
$
(US$
18,566,945
604,688)
$
(US$
18,876,175
614,759)
N/A (Note 18)
(Continued)
Notes:
1. Investments can be classified into three categories as follows:
a. Direct investment in mainland China.
b. Reinvestment in mainland China through companies in a third country companies.
c. Others.
2. Including US$15,000 thousand investment through Walsin (China) Investment Co., Ltd.
3. Including US$14,950 thousand investment through Walsin (China) Investment Co., Ltd.
4. Including US$13,300 thousand investment through Walsin (China) Investment Co., Ltd., US$53,000 thousand investment through Ace Result Global Ltd. and US$22,730 thousand dividends appropriated from Dongguan Walsin Wire & Cable Co., Ltd.,
Jiangying Walsin Steel Cable Co., Ltd., Shanghai Walsin Lihwa Power Wire & Cable Co., Ltd. and Hangzhou Walsin Power Cable & Wire Co., Ltd.
5. Capital investment of US$28,600 thousand was contributed from the accounts payable of Walsin (China) Investment Co., Ltd. to Walsin Lihwa Holdings Limited.
6. Including US$20,000 thousand investment through Walsin Specialty Steel Corp. and US$42,000 thousand dividends appropriated from Changshu Walsin Specialty Steel Co., Ltd. and Shanghai Baihe Walsin Lihwa Specialty Steel Co., Ltd.
7. Investment through Walsin (China) Investment Co., Ltd.
8. Including investments through Walsin (China) Investment Co., Ltd. of US$4,500 thousand and US$4,500 thousand of the own capital of Walsin (China) Investment Co., Ltd.
9. Including investments of its own capital of RMB578,796 thousand from Shanghai Baihe Walsin Lihwa Specialty Steel Co., Ltd., Changzhou Wujin NSL Co., Ltd. and Changshu Walsin Specialty Steel Co., Ltd. and RMB3,750 thousand made through
Changzhou Wujin NSL Co., Ltd. Including US$32,927 thousand investment through Yantai Huanghai Iron and Steel Co., Ltd. and Yantai Dazhong Recycling Resource Co., Ltd. which were merged.
10. The amount was adjusted by the capital of XiAn Lv Jing Technology Co., Ltd. of RMB228,000 thousand and by the fair value.
11. XiAn Walsin Metal Product Co., Ltd. merged XiAn Lv Jing Technology Co., Ltd. and XiAn Walsin Opto-electronic Limited.
12. Shaanxi Electronic Group Optoelectronics Technology Co., Ltd. was formerly known as Shaanxi Optoelectronics Technology Co., Ltd.
13. The amount included capitalization of retained earnings of US$7,280 thousand.
14. The amount included investment through Joint Success Enterprise Limited approved in the previous years.
15. Amounts are stated in thousands of New Taiwan dollars, except those stated in thousands of U.S. dollars and Renminbi.
16. The currency exchange rates as of December 31, 2023 were as follows: US$ to NT$ = 1:30.705, RMB to NT$ = 1:4.33524, EUR to NT$ = 1:33.98. The average exchange rates of December 31, 2023 were as follows: US$ to NT$ = 1:31.154, RMB to NT$ =
1:4.41546, EUR to NT$ = 1:33.69722
17. The basis for recognizing investment gains and losses in the current period is the financial report audited by an international accounting firm that has a cooperative relationship with the accounting firm of the Republic of China.
18. Upper limit on investment:
The Company was approved as the operation headquarters by the Industrial Development Bureau, Ministry of Economic Affairs and is thus exempted from the related regulations of “Regulations Governing the Approval of Investment or Technical
Cooperation in Mainland China”.
(Continued)
4
0
9
4
1
0
C. Significant direct or indirect transactions between the Company and investees in mainland China
Related Party
Relationship
Transaction Type
Amount
% of Total
Jiangyin Walsin Specialty Alloy
100% indirectly owned
Sales
$ (369,262)
-
Materials Co., Ltd.
subsidiary
Changshu Walsin Specialty Steel
100% indirectly owned
Sales
(491,550)
1
Co., Ltd.
subsidiary
i
F
n
a
n
c
i
a
l
I
n
f
o
r
m
a
t
i
o
n
Transaction Terms
Unit Price
Payment Terms
Compare to
General
Transactions
(In Thousands of New Taiwan Dollars)
Notes/Accounts Payable or
Receivable
Ending Balance % of Total
Unrealized Loss
The price and payment terms are
set by quotations on the local
market, and the transaction
terms are similar to those of
general customers.
The price and payment terms are
set by quotations on the local
market, and the transaction
terms are similar to those of
general customers.
The price and payment terms are
set by quotations on the local
market, and the transaction
terms are similar to those of
general customers.
The price and payment terms are
set by quotations on the local
market, and the transaction
terms are similar to those of
general customers.
Similar
$ (99,469)
4
$
(402)
Similar
94,733
4
(16,407)
(Concluded)
TABLE 10
WALSIN LIHWA CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS
DECEMBER 31, 2023
Name of Major Shareholder
Winbond Electronics Corp.
Chin-Xin Investment Co., Ltd.
TECO Electric & Machinery Co., Ltd.
Shares
Number of
Shares
Percentage of
Ownership
(%)
247,527,493
248,002,375
210,332,690
6.14
6.15
5.22
Note 1: The information of major shareholders presented in this table is provided by the Taiwan
Depository & Clearing Corporation based on the number of ordinary shares and preferred
shares held by shareholders with ownership of 5% or greater, that have been issued without
physical registration (included treasury shares) by the Company as of the last business day
for the current quarter. The share capital in the financial statements may differ from the
actual number of shares that have been issued without physical registration because of
different preparation basis.
Note 2: If a shareholder delivers their shareholdings to the trust, the above information will be
disclosed by the individual trustee who opened the trust account. For shareholders who
declare insider shareholdings with ownership greater than 10% in accordance with Security
and Exchange Act, the shareholdings include shares held by shareholders and those delivered
to the trust over which shareholders have rights to determine the use of trust property. For
information relating to insider shareholding declaration, please refer to Market Observation
Post System.
411
Review of Financial Conditions, Financial Performance, and Risk Management
VII Review of Financial Conditions, Financial
Performance, and Risk Management
1. Financial Status - Consolidated (Based on IFRSs)
Unit: NT$ Thousands
Items
Year
2022
2023
Difference
Amount
Current Assets
92,707,385
78,751,988
(13,955,397)
Property, Plant and Equipment
65,656,466
78,154,936
12,498,470
Intangible Assets
9,339,422
12,155,696
2,816,274
Other Assets
Total Assets
89,194,468
97,307,411
8,112,943
256,897,741
266,370,031
9,472,290
％
(15.05)
19.04
30.15
9.10
3.69
Current Liabilities
60,869,368
50,759,328
(10,110,040)
(16.61)
Non-current Liabilities
61,819,250
61,161,390
(657,860)
Total Liabilities
Capital Stock
Capital Surplus
122,688,618
111,920,718
(10,767,900)
37,313,329
40,313,329
3,000,000
24,672,454
33,624,917
8,952,463
Retained Earnings
62,038,398
60,590,617
(1,447,781)
(1.06)
(8.78)
8.04
36.29
(2.33)
Note: The reasons, effects and future plans about that changes in assets, liabilities and equity which over 20% or NT$10
million in last two years:
1. Reasons:
(1) The increase in intangible assets in 2023 compared to 2022 is primarily due to obtaining controlling interest in
Special Melted Products Ltd. in September 2023 and recognizing goodwill related to the company.
(2) The increase in capital surplus in 2023 compared to 2022 is primarily due to premium on issuance of shares from
cash increase.
2. Effects: None.
3. Future plans: Keep working on managing working capital and asset and liability structure.
412
2. Financial Performance - Consolidated (Based on IFRSs)
Items
Year
2022
2023
Operating Revenue
180,400,719
189,839,626
Operating Costs
163,054,414
175,396,014
Gross Profit
17,346,305
14,443,612
Operating Expense
Profit from Operations
7,847,591
9,498,714
Non-operating Revenue
13,903,299
and Expense
Profit before Taxes
Tax Expense
Net Income
23,402,013
4,261,937
19,140,076
8,202,846
6,240,766
1,197,632
7,438,398
1,497,148
5,941,250
I. The variance analysis in last two years:(Variable proportion over 20%)
Unit: NT$ Thousands
Difference
Amount
％
9,438,907
12,341,600
(2,902,693)
355,255
(3,257,948)
(12,705,667)
(15,963,615)
(2,764,789)
(13,198,826)
5.23
7.57
(16.73)
4.53
(34.30)
(91.39)
(68.21)
(64.87)
(68.96)
1.Non-operating income decrease in 2023 due to profit from US subsidiary solar development department
disposal in 2022 and the decrease in share of profit of associates accounted for using the equity method in
2023.
2. The decrease in income tax expenses for 2023 is attributed to lower profits this year influenced by overall
market conditions compared to last year.
II. The reason for the changes in business content changes: None.
III. The expected sales volume in the next year and its main reason:
1. Expected sales volume in the next year:
2023(Unit：ton)
Bare copper wire
72,663
Power line
Strand
57,666
731,786
Stainless steel
300,000
Seamless steel pipe
18,000
Nickel Pig Iron
90,000
2. The basis of the expected sales volume and Possible future impact on the Company's financial
operations and response plans: see the contents (5)-Business Overview
413
Review of Financial Conditions, Financial Performance, and Risk Management
3. Cash Flow - Consolidated (Based on IFRSs)
(1) Cash flow analysis for the current year:
Cash and
Cash
Equivalents
at the
beginning of
the year
19,438,759
Net Cash flow
from Operating
Activities
Net Cash flow from
Investing Activities
Net Cash flow from
Financing Activities
Unit: NT$ Thousands
Effects of
Exchange
Rates
Changes
Cash and Cash
Equivalents at
the ending of
the year
Note
22,747,930
(21,500,770)
(3,959,928)
(378,979)
16,347,012
Analysis of change in cash flow in the current year:
1..The inflows of net cash generated by operating activities were due to the decrease of trade receivables.
2.The outflows of net cash used in investing activities were due to the purchase of property, plant, and
equipment.
3.The outflows of net cash generated by financing activities were due to the repayment of borrowings.
4.The outflows of net cash in the year was NT$ 3,091,747 thousand and the ending balance of cash was NT$
16,347,012 thousand.
(2) Remedy for cash Deficit and Liquidity Analysis: Not applicable.
(3) Cash flow Analysis for the coming year:
Unit: NT$ Thousands
Cash and Cash
Equivalents at
the beginning of
the year
Net Cash flow
from Operating
Activities
Net Cash flow from
Investing Activities
Net Cash flow from
Financing Activities
Effects of
Exchange
Rates Changes
16,347,012
10,303,844
(12,032,507)
512,684
0
Cash and
Cash
Equivalents at
the ending of
the year
15,131,033
Note
Analysis of change in cash flow for the coming year:
1.The inflows of net cash generated by operating activities due to the anticipated profit generated from core
operations.
2.The outflows of net cash used in investing activities due to the strategic project investment, the increase of
capital expenditures, renewal of equipment.
3..The inflows of net cash used in financing activities due to an increase in borrowings.
414
4.
Effect of Major Capital Expenditure on Financial Business Operations:
(1) Utilization of Major Capital Expenditures and Sources of Funds:
Project
1. HR Coil Project of Yantai
Plant
2. Cold Finished Bar
Project of Yantai Plant
Source
of Funds
Working
Capital
Working
Capital
Actual or
Estimated
Completion
Date
September
2024
December
2024
3. The establishment of
nickel pig iron plant
Working
Capital
December
2021
4. The establishment of
high-efficiency factories
Working
Capital
September
2024
5. Cable wire project of
Walsin Energy
Working
Capital
December
2025
6. Nickel matte factory
in Indonesia
Working
Capital
June
2024
(2) Estimated Benefits:
Unit: NT$ Million
Investment
Actual or Expected Status of Spending
2019 2020 2021 2022 2023 2024 2025 2026
9,128
53
594 1,525 3,848 1,048 1,112
881
66
3,264
-
-
83
690 1,388
308
795
9,667
- 6,851 2,576
240
-
-
5,407
13,800
2,883
-
-
-
17
565 1,410 2,339 1,076
-
-
-
-
- 1,248 6,264 6,288
-
2 ,228
655
-
-
-
-
-
-
-
1. The establishment of steel rolling and cold finished factories of Yantai Plant will help expand
economies of scale and improve product quality to meet the needs of the customers.
2. Invest in the construction of a nickel pig iron plant and supporting power plants in Indonesia, with a
planned monthly output of 3,000 tons of nickel metal, which will enable the company to securely
control the supply of upstream raw materials and make profits for the company.
3. Build high-efficiency factories, deepen the integration of manufacturing service value and integrate
manufacturing systems through smart manufacturing, advanced warehousing and logistics, and
create competitiveness that is difficult to imitate.
4. Walsin Energy Cable System, with its plan to benchmark international submarine cable plants,
advanced submarine cable design, manufacturing, testing, and connection technologies, will become
a key supplier for offshore wind power plants in Taiwan and the Asia-Pacific region.
5.
Investment Policy of the Past Year, Profit/Loss Analysis, Improvement Plan and
Investment Plan for the Coming Year:
(1) Investment Policy and Profit/Loss in the Past Year:
1. On a consolidated basis, the Company’s current key reinvestment areas are DRAM, TFT LCD and
passive components.
2. On a consolidated basis, in 2023, the gains for affiliated enterprises recognized by equity method
was NT$529 million, as a result of the weakened downstream demand in the semiconductor industry,
indicating a lower profitability of affiliated enterprises recognized under the equity method
compared to 2022.
(2) Main Reasons for Profit:
Recognition of the gains from Walsin Technology Corporation.
415
Review of Financial Conditions, Financial Performance, and Risk Management
(3) Investment Plan for the Coming Year:
To continue to focus on upstream and downstream consolidation of core businesses and carefully assess
investment plans.
6. Risk Management and Assessment of the Following Items for the Past Year and the Year
to Date:
(1) Impact of Interest Rate and Exchange Rate Changes and Inflation on the Company’s Profit and
Countermeasures.
Affected
item
Interest Rate
Change
Exchange
Rate Change
Inflation
Impact
Response measures:
Net interest expense (interest expense less
interest income) in 2023 was approximately
NT$1.594 billion, accounting for merely
0.84% of the Company's net operating
revenues; therefore, the change in interest
rates does not yet have a significant impact
on the profit or loss of the Company and its
subsidiaries.
Foreign exchange losses for 2023 were
approximately NT$240 million (including
profit/loss from trading foreign exchange
derivative products).
The Company's products are not for general
public consumption therefore inflation has
no direct impact on the Company. However,
it might raise the Company's demand for
working capital.
The Company will plan and execute plans for
funding sources and costs based on business
development and needs.
Based on foreign currency positions, the Company
will utilize market instruments (e.g. forward foreign
exchange contracts) for hedging purposes.
The Company will strictly control the operating
cycle and keep track of the source and use of funds.
(2) Policies of Engaging in High-risk, High-leverage Investments, Lending to Others, Providing Endorsements
and Guarantees and Derivatives Transactions, Profit/loss Analysis and Future Countermeasures.
Major causes of profit
or loss
None
Future response
measures
None
None
None
None
None
None
None
Item
Policy
High-risk, High-
Leverage Investments
Lending to Others
Endorsements/
Guarantees
Derivative Instrument
Transactions
The Company does not engage in any high-
risk, high-leverage investment activities.
Conducted in accordance with the provisions
of the Company's "Management Guidelines
on Lending Company Funds to Others"
Conducted in accordance with the provisions
of the Company's "Management Guidelines
on Endorsement/Guarantee"
With respect to derivative instruments, the
Company has mainly engaged in hedging
transactions related to business operations
and investment activities (foreign exchange
and non-ferrous metals). For non-ferrous
metals, the Company may carry out non-
hedging transactions based on authorized
positions and under risk management
control for the purpose of curbing price
volatilities in raw materials. The
authorization is conducted in accordance
with the Company's "Procedure for
Derivatives Products Trades."
416
(3) Future R&D Plans and Projected R&D Investments: The research and development plans of each business
group have been included in the business activities section of the Business Overview, and these plans
have relatively low risks. Please refer to “V. Business Overview—A. Business Activities— (3) Overview of
Technology and R&D”.
(4) Major Changes in Domestic and Foreign Government Policies and Laws and Impact on the Company’s
Finances and Business: None
(5) Impact of Recent Technological and Market Changes on the Company's Finances and Business, and
Countermeasures:
To achieve the goal of Smart Manufacturing, Walsin has started to promote the new MES
(Manufacturing Execution System) and ERP (Enterprise Resource Planning) and move towards CPS
(Cyber-Physical System). Through cloud-based, component-based, and parametric design to retain the
flexibility and speed, we will ensure the ability to integrate with the supply chains in the future.
Global pandemic prevention has made remote work the "new normal", thus providing a new channel
for hacker attacks. In order to prevent theft and destruction of sensitive data of the Company, which
may affect its industrial productivity and damage corporate image, Walsin has strengthened its identity
authentication mechanism for remote work and enhanced the protection of external services in
response to this new type of risk.
We will establish the defensive capability of the defender by using the protection measures
corresponding to the "Cyber Kill Chain" model against the attacking mobile phones and steps of hackers,
and set up information security technology products for purposes of inventory, prevention, detection,
response and recovery, in order to respond to various information security risks.
(6) Impact of Change in Corporate Image on Risk Management and Countermeasures: None
(7) Expected Benefits and Potential Risks of Merger and Acquisition:
1. On May 5, 2023, during the 25th meeting of the Board of Directors of the 19th term, the Company
resolved that it shall, through its Italian subsidiary, Cogne Acciai Speciali S.p.A., acquire 100% of the
shares of Special Melted Products Limited (based in the United Kingdom). The Company ultimately
holds a 70% comprehensive shareholding in Special Melted Products Limited, with the transaction
completed in September of the same year; the acquisition can help the Company expand into stainless
steel and nickel-based alloy products and enter the high-end product markets such as aerospace.
2. On August 11, 2023, during the 3rd meeting of the Board of Directors of the 20th term, the Company
resolved that it shall, through its Singapore subsidiary, Walsin Singapore Pte. Ltd., acquire 75% of the
shares of Berg Holding Limited (based in Hong Kong), indirectly increasing the Company's
comprehensive shareholding in its Indonesian subsidiary, PT. Sunny Metal Industry, to 79.61%, with
the transaction completed in January 2024; the acquisition can strengthen our corporate governance,
centralizes our management resources, and enhances our investment efficiency.
3. On January 26, 2024, during the 6th meeting of the Board of Directors of the 20th term, the Company
resolved that it shall, through its Italian subsidiary, Cogne Acciai Speciali S.p.A., acquire 65% of the
shares of Com.Steel Inox S.p.A. (based in Italy). The Company ultimately holds a 45.5% comprehensive
shareholding in Com.Steel Inox S.p.A., approved by the Taiwan Fair Trade Commission in March of the
same year, currently under review by the Italian Investment Review Board; the acquisition is expected
to secure key raw materials for our stainless steel processes and establish a knowledge center for our
waste stainless steel management.
417
Review of Financial Conditions, Financial Performance, and Risk Management
4. On February 20, 2024, during the 7th meeting of the Board of Directors of the 20th term, the
Company resolved that it shall, through its Italian subsidiary, Cogne Acciai Speciali S.p.A., acquire
100% of the shares of Mannesmann Stainless Tubes GmbH (based in Germany). The Company
ultimately holds a 70% comprehensive shareholding in Mannesmann Stainless Tubes GmbH, currently
in the reporting stage to various countries' antitrust regulatory authorities and Investment Review
Board; the acquisition is expected to integrate the downstream industry chain, enhance utilization of
our steel production capacity, and extend our sales network in and tap into high-end markets such as
aerospace, oil and gas, and new energy.
(8) Expected Benefits and Potential Risks of Capacity Expansion: All capacity expansion for plants under
Walsin and its group members has to undergo careful assessments. All major capital expenditure has to
be submitted to the Board of Directors for review. Hence, investment benefits and potential risks will
have been taken into account.
(9) Risks Associated with Over-concentration in Purchases or Sales and Countermeasures: None
(10) Impact of Mass Transfer(s) of Equity by or Change of Directors or Shareholders Holding 10% or more
Interest on the Company, the Associated Risks and Countermeasures: None.
(11) Impact of Change of Control on the Company, Associated risks and Countermeasures: None.
(12) Final and Non-appealable and Pending Material Litigious, Non-litigious or Administrative Legal
Proceedings involving the Company, the Directors and the President during the Most Recent Year and
up to the Annual Report Publication Date:
Name of
Subsidiary
Main Parties Involved in
Litigation
Commencement
Date of Litigation
Facts at Issue in Litigation
Borrego
Energy, LLC
Blue Harvest Solar Park
LLC & Timber Road Solar
LLC (collectively, “EDPR”)
July 28, 2023
. Borrego initiated arbitration, requesting the
other party to pay the costs incurred due to
delays in the project and site conditions in
winter caused by the change of the order.
. Amount: Over US$25 million.
Borrego
Energy, LLC
Blacksmith Road Solar 1,
LLC
December 19, 2023
. Blacksmith Road Solar 1, LLC sought
damages for delay from Borrego.
. Amount: Approximately US$3.6 million.
Current
Handling
Arbitration is
pending
Arbitration is
pending
418
(13) Other significant risks and response measures:
1. The Company's KPIs:
(1) Financial indicators: Optimizing financial structure and control of bank financing agreements
Ratio
Formula
Target KPI
2023
2022
Current ratio Current assets / Current liabilities
>=100%
155.15%
152.30%
Debt ratio
Net liabilities (Total liabilities - Cash
and cash equivalents) / Tangible assets
<=120%
67.17%
82.74%
Interest
coverage ratio
Tangible net
value
(Net income before income tax,
depreciation, amortization and interest
>=300%
832.61%
3,465.09%
expense / Current interest expense
Shareholders' equity - Intangible assets >=NT$80 billion
NT$142.3
NT$124.9
billion
billion
(2) Performance indicators: Return on shareholder's equity and earnings before interest, taxes,
depreciation and amortization (EBITDA)
Ratio
Formula
Return on Shareholder's
Equity
Earnings Before Interest,
Taxes, Depreciation and
Amortization (EBITDA)
Net Income after tax /
Average of total
shareholders' equity
Earnings before interest
& taxes＋depreciation &
amortization + interest
expenses
2023
3.56%
2022
16.28%
NT$17,241
million
NT$28,681
million
7. Other Major Issues: None
419
Special Disclosures
VIII Special Disclosures
1.
Summary of Affiliates Companies
(1) Affiliates
1. Affiliated Organization Chart of Walsin Lihwa Corporation (as of 2023/12/31)
Walsin Lihwa Corporation
100%
100%
100%
WALSIN LIHWA HOLDINGS LIMITED
(Please refer to the page below for its investee
companies)
CONCORD INDUSTRIES LIMITED
(Please refer to the page below for its investee
companies)
ACE RESULT GLOBAL LIMITED
100%
Walsin Lihwa Europe S.a r.l.
(Please see 3. Affiliated Organization Chart for the
information on its affiliates)
99.22%
99.51%
100%
100%
100%
70%
70%
100%
Chin-Cherng Construction Co.
WALSIN INFO-ELECTRIC INC..
MIN MAW PRECISION INDUSTRY CORP.
Waltuo Green Resources Corporation
WALSIN PRECISION TECHNOLOGY SDN. BHD.
P.T. WALSIN LIPPO INDUSTRIES
P.T. Walsin Lippo Kabel
Walsin Singapore Pte. Ltd.
50.95%
49.05%
99.50%
0.5%
50%
42%
50.1%
90%
Walsin Energy Cable System Co.,
Ltd.
Joint Success Enterprises Limited
100%
Walsin (Nanjing)
Construction Limited
100%
Nanjing Walsin Property
Management Co., Ltd.
PT Walsin Research Innovation Indonesia
PT Walsin Nickel Industrial Indonesia
PT Sunny Metal Industry
0.10%
99.90%
100%
100%
PT Walhsu Metal Industry
Borrego Energy, LLC
Cleanleaf Energy Holdings, Inc.
100%
Walsin America, LLC
72.55%
Borrego Energy Holdings, LLC
420
2. Affiliated Organization Chart of Walsin Lihwa Holdings Limited and Concord Industries Limited (as of
2023/12/31)
Walsin Lihwa Corporation
100%
Walsin Lihwa Holdings Limited
100%
100%
65%
100%
Walsin (China) Investment Co., Ltd.
Walsin International Investments
Limited
Walcom Chemicals Industrial Limited
Nanjing Taiwan Trade Mart Management Co., Ltd.
95.71%
100%
100%
Shanghai Walsin Lihwa Power Wire & Cable Co., Ltd.
Dongguan Walsin Wire & Cable Co., Ltd.
Jiangyin Walsin Steel Cable Co., Ltd.
100%
Concord Industries Limited
100%
Walsin Specialty Steel Corp.
100%
100%
Changshu Walsin Specialty Steel Co., Ltd.
XiAn Walsin Metal Product Co., Ltd.
3. Affiliated Organization Chart of Walsin Lihwa Corporation (as of 2023/12/31)
18.37%
81.63%
Jiangyin Walsin Specialty
Alloy Materials Co., Ltd.
34.71%
65.29% Yantai Walsin Stainless Steel Co., Ltd.
Walsin Lihwa Corporation
100%
Walsin Lihwa Europe S.a r.l.
90.21%
MEG S.A.
77.60%
Cogne Acciai Speciali S.p.A.
100%
100%
100%
100%
100%
100%
Cogne France Société par Actions
Simplifiée
Cogne Edelstahl Gmbh
COGNE SG PTE. LTD.
Cogne Hong Kong Limited
Cogne U.K. LIMITED
Cogne Stainless Bars SA
100%
Aosta Servizi Generali S.r.l.
0.0002%
82.53%
Cogne Mexico Sociedad Anonima de
Capital Variable
100%
100%
100%
100%
100%
100%
Metalinox Cogne Acos Inoxidaveis
Especiais Ltda
Cogne Speciality Steel USA, INC.
Cogne Celik Sanayi ve Ticaret
Limited Şirketi
Dong Guan Cogne Steel Products
Co., Ltd.
Special Melted Products Limited
Degerfors Long Products AB
421
Special Disclosures
(2) Background Information of the Affiliated Companies
Unit: 1,000 NTD/USD/Other foreign currencies
Entity
Date of
Incorporation
Address
Paid-in Capital
Main Operation or Business
Items
Walsin Lihwa Holdings
Limited
1992/07/15
Walsin (China)
Investment Co., Ltd.
1995/11/02
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola,
VG1110 British Virgin Islands
Rm. 2804, 28th Floor, Shanghai Mart
Tower, No. 2299, Yanan Road (West),
Shanghai, China
USD
2,730,393.00
Investment holding.
USD
78,600,000.00
Investment holding.
1995/03/21
No. 1128 Liuxiang Road, Nanxiang
Town, Jiading, Shanghai
USD
15,627,056.00 Cables and wires.
Shanghai Walsin Lihwa
Power Wire & Cable Co.,
Ltd.
Dongguan Walsin Wire &
Cable Co., Ltd.
Jiangyin Walsin Steel
Cable Co., Ltd.
2000/01/26
1992/12/16
Walsin International
Investments Limited
1993/12/02
Walcom Chemicals
Industrial Limited
1988/12/29
No. 680, Meijing West Road, Dalang
Town, Dongguan, Guangdong
No. 679 Binjiang Road (West), Binjiang
Economic & Technology Development
Zone, Jiangyin, Jiangsu
Room 1102, Level 11, Lee Garden One,
33 Hysan Avenue, Causeway Bay, Hong
Kong
Unit 714, 7/F, Miramar Tower, 1-23
Kimberley Road, Tsimshatsui, Kowloon,
Hong Kong
USD
26,000,000.00
USD
20,000,000.00
Bare copper cables and
wires.
Pre-stressed steel wires and
steel strands.
HKD 3,802,164,817.00
Investments.
HKD
500,000 Commerce.
Nanjing Taiwan Trade
Mart Management Co.,
Ltd.
2010/04/14 No. 230 Hexi street, Nanjing
USD
1,000,000.00
Enterprise management,
property management,
marketing planning,
consultation on various
types of advertising
information; leasing of
market facilities and
management of market
operations; import and
export of electronics,
machinery, agricultural and
by-products, textiles and
handicrafts; commission
agency (except auction).
Concord Industries
Limited
1992/08/25
Walsin Specialty Steel
Corp.
1997/08/07
Changshu Walsin
Specialty Steel Co., Ltd.
1997/12/24
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola,
VG1110 British Virgin Islands
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola,
VG1110 British Virgin Islands
Haiyu Town, Changshu City, Jiangsu
Province
(Mailing address: No. 2,Hai Yang
Road ,Haiyu Town, Changshu City,
Jiangsu Province)
USD
297,498,375.00
Investment holding.
USD
82,893,195.00
Investment holding.
USD
97,000,000.00
Manufacture and sale of
special steel pipes, rods,
wires, stainless steel pipes,
building and household
hardware and heating
equipment.
It develops and produces
new alloy materials, carbon
steels, alloy steels, stainless
steels, steel billets, various
types of steel and iron and
steel products and sells its
own products; engages in
the wholesale business of
new alloy materials, carbon
steels, alloy steels, stainless
steels, steel billets, various
types of steel and iron and
steel products; engages in
the import and export of
steel and iron products and
related technologies. It also
engages in recycling and
wholesale of used and
waste materials.
Cold-rolled stainless steel
and flat-rolled products.
Yantai Huanghai Iron and
Steel Co., Ltd.
2007/03/19
No. 2 Wuzhishan Road. ETDZ Yantai
City, Shantung Province,
USD
335,065,300.00
Jiangyin Walsin Specialty
Alloy Materials Co., Ltd.
2005/03/10
No. 677, Binjiang West Road, Jiangyin
City, Jiangsu
USD
49,000,000.00
422
Entity
Date of
Incorporation
Address
Paid-in Capital
XiAn Walsin Metal
Product Co., Ltd.
2008/06/20
Ace Result Global Limited 2014/10/08
Room 105, 1 floor, block A, long Qi
science and Technology Park, No. 29
Jinye Road, Xi'an new and high tech
Zone, Shaanxi
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola,
VG1110 British Virgin Islands
Walsin Lihwa Europe
S.A.R.L.
MEG S.A.
Cogne Acciai Speciali
S.p.A.
2022/10/24 16, rue Eugène Ruppert, L- 2453,
Luxembourg
1995/1/27 16, rue Eugène Ruppert, L- 2453,
Luxembourg
11100
Main Operation or Business
Items
Sales of metal products;
research and development
of metal products; sales of
metal materials;
manufacturing of metal
materials.
USD
55,350,000.00
USD
44,739,988.00
Investment holding.
EUR
EUR
12,000.00
Investment holding.
91,750.00
Investment holding.
1991/10/24 VIA PARAVERA 16 AOSTA9AO) CAP
EUR
405,563,167.00 Production, sales and
Cogne France Société par
Actions Simplifiée
Cogne Edelstahl Gmbh
1997/5/26 16 Rue de la Patelle 95613 Cergy
Pontoise Cedex BP 80119 - France
1997/10/16 Carl-Schurz-Str. 2 41460 Neuss -
EUR
EUR
Germany
COGNE SG PTE. LTD.
2022/7/13 160 Robinson Road, #14-04, SBF Center
SGD
Singapore - 068914
Cogne Hong Kong Limited 2003/12/12 5/F, Manulife Place, 348 Kwun Tong
USD
distribution of stainless
steel products.
6,068,446.00 Sales and distribution of
stainless steel products.
3,328,000.00 Sales and distribution of
stainless steel products.
139,562.00 Sales and distribution of
stainless steel products.
Investment holding.
28,580,000.00
Cogne U.K. LIMITED
Cogne Stainless Bars SA
Road, Hong Kong
1996/12/31 Uniformity Steel WorksDon Road
Newhall Sheffield S92UD
2015/12/21 Via Laveggio 6a 6855 Stabio - Svizzera
GBP
3,000,000.00 Sales and distribution of
stainless steel products.
CHF
1,000,000.00 Production, sales and
distribution of stainless
steel products.
2007/4/26 Via Nazionale per Carema 40 - 11026
EUR
200,000.00 Electrical and mechanical
Aosta Servizi Generali
S.r.l.
Cogne Mexico Sociedad
Anonima de Capital
Variable
Metalinox Cogne Acos
Inoxidaveis Especiais Ltda
Cogne Specialty Steel
USA, INC.
Cogne Celik Sanayi ve
Ticaret Limited Şirketi
DongGuan Cogne Steel
Products Co.,Ltd.
Special Melted Products
Limited
Degerfors Long Products
AB
Pont-Saint-Martin (AO) - Italy
2014/10/10 Av. Otomies no sin numero int. 1 - CD
industrial Xicohtencatl II Huamantla -
90500 Tlaxcala - Mexico
1977/7/5 Avenida Presidente Wilsom. 4382
R$
Upiranga - Sao Paulo/SP CEP 04220-001
Brazil
1995/8/16 277 Fairfield Road _STE 315. Fairfiled,
USD
NJ 07004
2010/5/20 Sultan Orhan Mah Keresteciler San. Sit.
2003ada 1Parsel Gebze Kocaeli Türkiye
TL
MXN
55,025,139.00 Production, sales and
repair services and general
services.
distribution of stainless
steel products.
76,501,990.00 Sales and distribution of
stainless steel products.
6,849,800.00 Sales and distribution of
stainless steel products.
23,952,125.00 Sales and distribution of
stainless steel products.
2005/1/21 Building 1, No. 27, WeiJian
USD
27,200,000.00 Production, sales and
Road,industrial park of
ChaShan,ChaShan town,DongGuan
city,GuangDong province,China
distribution of stainless
steel products.
1985/6/5 President Way Works, President Way,
GBP
4,199,157.00 Production and sales of high
Sheffield, S4 7UR
2021/8/24 Bruksparken 2, 693 81 DEGERFORS
SEK
quality special steels and
nickel-based alloys.
25,000.00 Sales of specialty steel
products.
Investment in and
construction of national
housing, sale of commercial
buildings, rental design and
interior renovation.
NTD 5,340,994,320.00
USD
43,520,000.00
Investment holding.
Chin-Cherng Construction
Co.
1973/06/28
5th Floor, 192 Jingye 1st Road,
Jhongshan District, Taipei 104, Taiwan,
R.O.C.
Joint Success Enterprises
Limited
2004/01/08
Vistra Corporate Services Centre
Wickhams Cay II, Road Town, Tortola,
VG1110 British Virgin Islands
No. 236 Jiangdong Road,Jianye District,
Nanjing, Jiangsu Province
Walsin (Nanjing)
Construction Limited
2005/08/09
USD
50,000,000.00
Real estate development,
sales, leasing, after-sales
service, and property
management; hotel and
serviced apartments
management and
consulting, and retail sales
and food service
management consulting.
423
Main Operation or Business
Items
Property management, car
park management services,
corporate marketing
planning, management
consulting, self-owned
house rental, building
installation, decoration
projects, landscaping
design, construction, etc
Solar engineering,
mechanical and electrical
engineering, and power
engineering.
Assembly of solar panel
power systems.
Waste removal, resource
recycling and cement, soil
blending and related
businesses.
Stainless steel calendered
sheets.
Special Disclosures
Entity
Date of
Incorporation
Address
Paid-in Capital
Nanjing Walsin Property
Management Co., Ltd.
2013/01/30
No. 230, Hexi Avenue, Jianye Zone,
Nanjing, Jiangsu
RMB
1,000,000.00
Walsin Info-Electric Corp. 1995/6/21
25F., No. 1, Songzhi Rd., Xinyi Dist.,
Taipei City, Taiwan
NTD
300,000,000.00
Min Maw Precision
Industry Corp.
1980/10/17
PT Walsin Research
Innovation Indonesia
2022/8/23
25F., No. 1, Songzhi Rd., Xinyi Dist.,
Taipei City, Taiwan
Gold Coast Office Eiffel Tower Lt. 23
Unit OTA23WF, Jl. Pantai Indah Kapuk,
Desa/Kelurahan Kamal Muara, Kec.
Penjaringan, Kota Adm. Jakarta Utara,
Provinsi DKI Jakarta
NTD
348,371,000.00
USD
1,400,000.00
Other consulting and
management.
Waltuo Green Resources
Corporation
2018/06/06
No. 47, Bade Rd., Yenshui Dist., Tainan
City 737, Taiwan
NTD
18,282,870.00
Walsin Precision
Technology Sdn. Bhd.
2000/03/15
P.T Walsin Lippo
Industries
1991/04/29
P.T. Walsin Lippo Kabel
1997/12/29
2115-1,Kawasan Perindustrian air
Keroh, Fasa IV, Air Keroh, 75450
Melaka, Malaysia
JI. MH. Thamrin Blok A1-1, Delta Silicon
Industrial Park, Lippo Cikarang, Bekasi
17550, Indonesia
Jl. Jati 3 Blok J7/5, Newton Techno Park,
Serang, Cikarang Selatan, Bekasi, Jawa
Barat 17550
USD
8,470,000.00
USD
15,000,000 Power cables.
USD
4,285,000 Power cables.
Walsin Singapore Pte.
Ltd.
2019/12/3
727 Clementi West Street 2 #01-280
Singapore (120727)
USD
733,000,000
PT Walsin Nickel
Industrial Indonesia
2019/12/19
PT Sunny Metal Industry
2021/8/13
PT Walhsu Metal Industry 2023/5/22
Walsin Energy Cable
System Co., Ltd.
2023/2/13
Walsin America, LLC
2022/7/1
Borrego Energy Holdings,
LLC
2022/4/8
Borrego Energy, LLC
2022/4/8
Cleanleaf Energy
Holdings, Inc.
2023/9/14
Gedung IMIP, Jalan Batu Mulia 8, RT.
007 RW. 007, Meruya Utara
Kembangan, Kota Adm. Jakarta Barat
DKI Jakarta 11620, Indonesia
Sopo Del Office Tower A Lantai 21 Jalan
Mega Kuningan Barat III Lot 10 1-6 , Kel.
Kuningan Timur, Kec. Setiabudi, Kota
Adm. Jakarta Selatan,Provinsi DKI
Jakarta, Indonesia
Sopo Del Office Tower A Lantai 21 Jalan
Mega Kuningan Barat III Lot 10 1-6,
Desa/Kelurahan Kuningan Timur, Kec.
Setiabudi, Kota Adm. Jakarta Selatan,
Provinsi DKI Jakarta,
25F., No.1, Songzhi Rd., Xinyi Dist.,
Taipei City 110, Taiwan
1209 Orange Street, Wilmington, New
Castle Country, DE 19801,USA
1455 Frazee Rd.#500 San
Diego,California 92108
1455 Frazee Rd.#500 San
Diego,California 92108
222 SEVERN AVE SUITE 17 BLDG 7-6
ANNAPOLIS, MD 21403
USD
100,000,000
Investment holding and
wholesale of metals and
metal ores (e.g. steel pipes).
Non-ferrous base metal
(nickel pig iron)
manufacturing and power
plant.
USD
100,000,000
Manufacturing and trading
of nickel matte.
USD
9,500,000
Manufacturing and trading
of nickel matte.
NTD
3,000,000,000 Submarine cables.
USD
81,302,107.00
Investment holding.
USD
63,208,688.00 Solar EPC and O&M Services
USD
63,208,688.00 Solar EPC and O&M Services
USD
0
Investment holding.
(3) Presumed to have control and affiliation Common Shareholders Information: Not applicable
424
(4) The main Industries of affiliated companies:
1. Wire and cable industry
2. Stainless steel industry
3. Business real estate
4. Construction and development of solar power systems
5. Production and sales of non-ferrous metals
6. General investment industry
Above table include the main operation or business items of each affiliated company.
The division of work of affiliated companies:
Each line of business affiliates operate independently, partially some affiliates have the purchases, sales,
engineering contracting trading and marketing agency services and other projects with each other.
(5) Directors, Supervisors, and Presidents of the Affiliated Companies (as of 2023/12/31)
Entity
Title
Name of the Representation
No. of Share: Share; 1000 RMB/USD/EUR
Shareholding (Contribution)
Shares (Contribution) Sharelold
Walsin Lihwa
Holdings Limited
Walsin (China)
Investment Co., Ltd.
Shanghai Walsin
Lihwa Power Wire &
Cable Co., Ltd.
Dongguan Walsin
Wire & Cable Co.,
Ltd.
Jiangyin Walsin Steel
Cable Co., Limited
(JHS)
Walsin International
Investments Limited
Walcom Chemicals
Industrial Limited
Director
Chairman
General
manager
Director
Supervisor
Chairman
Vice Chairman
General
manager
Director
Director
Supervisor
Chairman
General
manager
Director
Supervisor
Chairman
Vice Chairman
Director
Supervisor
Director
President
Director
Director
Director
Representative of Walsin Lihwa Corporation: Yu-Lon Chiao,
Patricia Chiao, Sophi Pan
Jian-Hua Cao
Fred Pan
Representative of Walsin Lihwa Holdings Limited: Jian-Hua
Cao, C.C. Chen, Fred Pan
Representative of Walsin Lihwa Holdings Limited: Richard
Wu
Witty Liao
Chien-Ming Chang
Jen-Chan Huang
Representative of Shanghai Nanxiang Development Zone
Industrial Co. Ltd. : Chien-Ming Chang, Chi-Ming Chou
Representative of Walsin (China) Investment Co., Ltd.: Witty
Liao, Jin-Renn Leu, Wei-Chih Hu, Allen Yang, Jen-Chan Huang
Representative of Walsin (China) Investment Co., Ltd.:
Richard Wu
Witty Liao
Chang-Ming Wu
Representative of Walsin (China) Investment Co., Ltd.: Witty
Liao, Chang-Ming Wu, Kiwi Lan
Representative of Walsin (China) Investment Co., Ltd.:
Richard Wu
Witty Liao
Lu Lu
Representative of Walsin (China) Investment Co., Ltd.: Witty
Liao, Chao-Yang Cheng , Sherry Ho
Representative of Walsin (China) Investment Co., Ltd.:
Richard Wu
Representative of Walsin Lihwa Holdings Limited: C.C. Chen,
Fred Pan
Tzu-Yi Chiao
Hao Chi
Qi-Ying Liang
Yong-Taig Chen
ing
2,730,393 100.00%
USD
USD
0
0
0.00%
0.00%
USD
78,600 100.00%
USD
USD
USD
USD
USD
78,600 100.00%
0
0
0
0.00%
0.00%
0.00%
671
4.29%
USD
14,956 95.71%
USD
USD
USD
14,956 95.71%
0
0
0.00%
0.00%
USD
26,000 100.00%
USD
USD
USD
USD
26,000 100.00%
0
0
0.00%
0.00%
20,000 100.00%
USD
20,000 100.00%
3,802,164,817 100.00%
0
0.00%
174,999 35.00%
0.00%
0.00%
1
0
425
Special Disclosures
Entity
Title
Name of the Representation
Min Zhou
Min Zhou
Representative of Walsin Lihwa Holdings Limited: Min Zhou,
Xue-Wu Wu, Chi-Wei Lan
Representative of Walsin Lihwa Holdings Limited: Richard
Wu
Representative of Walsin Lihwa Corporation: Yu-Lon Chiao,
Patricia Chiao, Sophie Pan
Representative of Walsin Lihwa Corporation: Yu-Lon Chiao,
Patricia Chiao, David Wen
Witty Liao
Hsin-Hung Chen
Representative of Walsin Specialty Steel Corp: Witty Liao, Yi-
Chung Chen, Pei-Hsuan Li
Representative of Walsin Specialty Steel Corp: Richard Wu
Kevin Niu
Nora Lin
Representative of Jiangyin Walsin Specialty Alloy Materials
Co., Ltd.: Kevin Niu, Nora Lin
Representative of Concord Industries Limited: Allen Yang
Representative of Jiangyin Walsin Specialty Alloy Materials
Co., Ltd.: Richard Wu
Chao-Yang Cheng
Lu Lu
Shareholding (Contribution)
Shares (Contribution) Sharelold
USD
USD
USD
USD
ing
0.00%
0.00%
0
0
1,000 100.00%
1,000 100.00%
297,498,375
82,893,195
100.00%
100.00%
USD
USD
USD
USD
USD
USD
0
0
0.00%
0.00%
97,000 100.00%
97,000 100.00%
0.00%
0
0
0.00%
USD
116,312.7
USD
218,752.6
116,313
34.71%
65.29%
34.71%
USD
USD
USD
0
0
0.00%
0.00%
Representatives of Concord Industries Limited/ Walsin
(China) Investment Co., Ltd.: Chao-Yang Cheng, Witty Liao,
Sherry Ho
Representative of Concord Industries Limited/ Walsin (China)
Investment Co., Ltd.: Richard Wu
USD
49,000 100.00%
USD
49,000 100.00%
Representative of Concord Industries Limited: Allen Yang
USD
55,350 100.00%
Representative of Concord Industries Limited: Sophi Pan
Representative of Walsin Lihwa Corporation: David Wen,
Sophi Pan
USD
55,350 100.00%
44,739,988 100.00%
Chin-Cherng
Construction Co.
General
manager
Wu-Shung Hong
Fred Pan
Director
Supervisor
Director
Chairman
Vice Chairman
President
Director
Supervisor
Nanjing Walsin
Property
Management
Co., Ltd.
General
manager
Director
Representative of Walsin Lihwa Corporation: Yu-Cheng
Chiao, Yu-Lon Chiao, Fred Pan, David Wen
Richard Wu
Representative of Chin-Cherng Construction Co.: Fred Pan,
Sophi Pan, Patricia Chiao
Jian-Hua Cao
Fred Pan
Wei-Hsiung Wang
Representative of Joint Success Enterprises Limited: Jian-Hua
Cao , Yu-Lon Chiao, Fred Pan
Representative of Joint Success Enterprises Limited: Richard
Wu
Tzu-Yi Chiao
Lin Chen
Representative of Walsin (Nanjing) Construction Limited:
Tzu-Yi Chiao, Fred Pan, Kiwi Lan
403,620
0.08%
0
0.00%
529,955,805
99.22%
0
22,175,438
0.00%
50.95%
USD
USD
USD
USD
0
0
0
0.00%
0.00%
0.00%
50,000 100.00%
USD
50,000 100.00%
RMB
0
0.00%
RMB
0
0.00%
RMB
1,000 100.00%
Chairman
General
manager
Director
Supervisor
Director
Director
Chairman
General
manager
Director
Supervisor
Chairman
General
manager
Director
Director
Supervisor
Chairman
General
manager
Director
Supervisor
Executive
Director
Supervisor
Director
Nanjing Taiwan
Trade Mart
Management Co.,
Ltd.
Specialty
Industries
Concord
Limited
Walsin
Steel Corp.
Changshu Walsin
Specialty Steel Co.,
Ltd.
Yantai Walsin
Stainless Steel Co.,
Ltd.
Jiangyin Walsin
Specialty Alloy
Materials Co., Ltd.
XiAn Walsin Metal
Product Co., Ltd.
Ace Result Global
Limited
Chin-Cherng
Construction Co.
Joint Success
Enterprises Limited
Walsin (Nanjing)
Construction Limited
Nanjing Walsin
Property
Management Co.,
Ltd.
426
Entity
Title
Name of the Representation
Walsin Info-Electric
Corp.
Min Maw Precision
Industry Corp.
PT Walsin Research
Innovation Indonesia
Waltuo Green
Resources
Corporation
Walsin Precision
Technology Sdn. Bhd
P.T. Walsin Lippo
Industries
P.T. Walsin Lippo
Kabel
Walsin Singapore
Pte. Ltd.
PT Walsin Nickel
Industrial Indonesia
Supervisor
Chairman
General
manager
Director
Supervisor
Chairman
General
manager
Director
Supervisor
Chairman
Director
Supervisor
Chairman
General
manager
Director
Supervisor
Chairman
General
manager
Director
President
Commissioner
Vice President
Commissioner
President
Director
Vice President
Director
Director
President
Commissioner
Vice President
Commissioner
President
Director
Vice President
Director
Director
Director
President
Commissioner
Commissioner
President
Director
Director
Director
Director
Representative of Walsin (Nanjing) Construction Limited:
Richard Wu
David Wen
David Wen
Representative of Walsin Lihwa Corporation: David Wen,
C.C. Chen, Sherry Ho
Richard Wu
David Wen
David Wen
Representative of Walsin Lihwa Corporation: David Wen,
Sophi Pan, Allen Yang
Representative of Walsin Lihwa Corporation: Richard Wu
Sherry Ho
Representative of Walsin Lihwa Corporation: Sherry Ho, Tsun-
Cheng Lin, Ardinand Roynald P
Representative of Walsin Lihwa Corporation: Richard Wu
David Wen
Kuo-Hui Chen
Representative of Walsin Lihwa Corporation: David Wen,
Kuo-Hui Chen, Allen Yang
Representative of Walsin Lihwa Corporation: Richard Wu
Juei-Lung Chen
Pang Boon Wah
Representatives of Walsin Lihwa Corporation: Juei-Lung
Chen, Pang Boon Wah, Josh Chia, Goh Lay Hong
Representative of P.T. Multi Prima Sejahtera, Tbk,: Agus
Arismunandar
Shareholding (Contribution)
Shares (Contribution) Sharelold
ing
RMB
1,000 100.00%
0
0
0.00%
0.00%
9,491,461 98.87%
0
0
0
0.00%
0.00%
0.00%
34,837,100
100.00%
34,837,100 100.00%
0
00.00%
13,930
99.50%
13,930
0
99.50%
0.00%
0
0.00%
1,828,287
100.00%
1,828,287 100.00%
0.00%
0
0
0.00%
32,178,385 100.00%
4,500 30.00%
Representative of Walsin Lihwa Corporation: Yu-Lon Chiao
10,500
70.00%
Representative of Walsin Lihwa Corporation: Wei-Chih Hu
10,500
70.00%
Representative of P.T. Multi Prima Sejahtera, Tbk,: Herry
Senjaya
Representative of Walsin Lihwa Corporation: Sophi Pan,
David Karman, Ardinand Roynald P, Andre Kelsen, Foe
Representative of PT. MULTI USAHA WISESA: Agus
Arismunandar
4,500
30.00%
10,500
70.00%
1,285,500
30.00%
Representative of Walsin Lihwa Corporation: Yu-Lon Chiao
2,999,500
70.00%
Representative of Walsin Lihwa Corporation: Wei-Chih Hu
2,999,500
70.00%
Representative of PT. MULTI USAHA WISESA: Herry Senjaya
1,285,500
30.00%
Representative of Walsin Lihwa Corporation: Sophi Pan,
David Karman, Ardinand Roynald P, Andre Kelsen, Foe
Representatives of Walsin Lihwa Corporation: C.C. Chen,
Chen-Yang Chen, Wei-Hsiung Wang, Josh Chia, SUO SAW
WAN
2,999,500
70.00%
733,000,000 100.00%
Representative of Walsin Lihwa Corporation: Sherry Ho
500,000
50.00%
Representative of Perlux Investment Pte. Ltd.: Hsiung-Feng
Mei
Representative of Walsin Lihwa Corporation: Josh Chia
Representative of Perlux Investment Pte. Ltd.: Chi-Chun Lin
Representative of Walsin Singapore Pte. Ltd.: Hueiping Lo
Representative of Walsin Lihwa Corporation: C.C. Chen,
Ardinand Roynald P.
80,000
8.00%
500,000
50.00%
80,000
420,000
8.00%
42.00%
500,000
50.00%
427
Special Disclosures
Entity
Title
Name of the Representation
Shareholding (Contribution)
Shares (Contribution) Sharelold
PT Sunny Metal
Industry
PT Walhsu Metal
Industry
Walsin Lihwa Europe
S.a r.l.
MEG S.A.
Cogne Acciai Speciali
S.p.A.
Cogne France
Société par Actions
Simplifiée
Cogne Edelstahl
Gmbh
COGNE SG PTE. LTD.
Cogne Hong Kong
Limited
Cogne U.K. LIMITED
Cogne Stainless Bars
SA
Aosta Servizi Generali
S.r.l.
Cogne Mexico
Sociedad Anonima de
Capital Variable
Metalinox Cogne
Acos Inoxidaveis
Especiais Ltda
Cogne Specialty Steel
USA, INC.
Cogne Çelik Sanayi ve
Ticaret Limited Ş
irketi
DongGuan Cogne
Steel Products Co.,Ltd
Special Melted
Products Limited
Chairman
Director
Director
Supervising
Officer
Supervisor
Chairman
Director
Director
Supervising
Officer
Supervisor
Director
Director
Director
Director
Director
President
Walsin Singapore Pte. Ltd. Representative: Josh Chia
Walsin Singapore Pte. Ltd. Representative: C.C. Chen, Sherry
Ho
Berg Holding Limited Representative: Xiang Binghe, Ye
Changqing
Berg Holding Limited Representative: Chi-Chun Lin
Walsin Singapore Pte. Ltd. Representative: Richard Wu
PT Sunny Metal Industry: Josh Chia
PT Sunny Metal Industry: C.C. Chen, Sherry Ho
PT Sunny Metal Industry: Xiang Binghe, Ye Changqing
PT Sunny Metal Industry: Chi-Chun Lin
PT Sunny Metal Industry: Richard Wu
Walsin Lihwa Corporation Representative: C.C. Chen, Sherry
Ho, Hueiping Lo
Walsin Lihwa Europe S.a r.l. Representative: Sherry Ho, Wei-
Hsiung Wang
Eugenio Marzorati
MEG S.A. Representative: Yu-Lon Chiao, Kevin Niu, Sherry Ho,
Tzu-Chien Chiao, Ono Motoo, Massimiliano Burelli
REM HOLDING S.A. Representative: Eugenio Marzorati,
Roberto Marzorati, Monica Pirovano
HESPEL Davi
Supervisor
Monica Pirovano
CEO
Director
Supervisor
Director
Director
Director
Director
President
Director
Bernd Grotenburg
Bernd Grotenburg , Ralf Schmitz , Roberto Marzorati
Eugenio Marzorati, Monica Pirovano, Emilio Giacomazzi
Sidhu Kamaljit Singh, Monica Pirovano; Giacomazzi Emilio
Monica Pirovano
Eugenio Marzorati, Monica Pirovano, Jonathan Smit
Margherita Marzorati
Francesco Turcato
Francesco Turcato,Alessandra Perlo
50,100
ing
50.10%
50,100
50.10%
49,900
49.90%
49,900
49.90%
50,100
9,490,500
9,490,500
9,490,500
50.10%
99.90%
99.90%
99.90%
9,490,500
99.90%
9,490,500
99.90%
12,000 100.00%
8,277
90.21%
470
5.12%
314,705,934
77.60%
90,857,233
22.40%
0
0
0
0
0
0
0
0
0
0
0
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
Director
Sergio Ramos Vazquez
500 100.00%
Director
Gilberto Sanches Gonzales
CEO
President
Director
Jean Paul Betemps
Giulio Girivetto
Monica Pirovano
Director
Monica Pirovano
Chairman
President
Vice Chairman
Vice President
Director
Supervisor
Director
Supervisor
Monica Pirovano
Monica Pirovano
Roberto Marzorati
Roberto Marzorati
Emillio Giacomzzi
Eugenio Marzorati
Massimiliano Burelli, Monica Pirovano, Andy Richardson,
Victoria Brown
Steve Hall
0
0.00%
0
0
0
0.00%
0.00%
0.00%
0
0.00%
0
0
0
0
0
0
0
0
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
428
Entity
Title
Name of the Representation
Degerfors Long
Products AB
Walsin Energy Cable
System Co., Ltd.
Walsin America, LLC
Borrego Energy
Holdings, LLC
Borrego Energy, LLC
Cleanleaf Energy
Holdings, Inc.
Director
Chairman
Director
Director
Supervisor
Director
Director
Director
Director
NA
Director
Director
Director
Monica Pirovano, Emilio Giacomazzi, Sherry Ho, Sara
Randstroem, Mikael Lija, Ann-Sofie Larsson
Yu-Lon Chiao
Representative of Walsin Lihwa Corporation: Yu-Lon Chiao,
Sherry Ho, Wei-Hsiung Wang, Jin-Renn Leu
Representative of NKT HV Cables AB: Michael Francis Yong
Montejo
Huai-Yu Wang
Walsin Lihwa CorporationRepresentative: Hueiping Lo, Tzu-
Wei Chiao, Sophie Pan
Walsin America, LLCRepresentative: Yu-Lon Chiao, Wei-
Hsiung Wang, Sophie Pan
Michael Adam Hall
Aaron Stephen Hall
BE, LLC is member-managed (it does not have directors)
Borrego Energy Holdings, LLC：Yi-Fang Wu
Andrew Hall
Mikael Backman
(6) Operating Condition of the Affiliated Companies
Shareholding (Contribution)
Shares (Contribution) Sharelold
ing
0
0.00%
0
0.00%
270,000,000
90.00%
30,000,000
10.00%
0
0.00%
USD81,652 100.00%
USD 1,460 72.55%
NA
USD 123
USD 154
6.09%
7.66%
NA
100 shares 100.00%
0.00%
0.00%
0 shares
0 shares
Entity
Capital
Stock
Total
Assets
Total
Liabilities
Net Worth
Sales
Operating
Income
(loss)
Unit: NT$ thousands
Earnings
(Loss)
Per
Share
(NT$)
Net
Income
(loss)
Concord Industries Limited (Note 2)
9,134,676
29,288,465 25,386,632
3,901,833 20,728,108
-945,920
-1,147,159
Walsin Lihwa Corporation
Walsin Lihwa Holdings Limited (Note 1)
Subsidiaries
of Walsin
Lihwa
Holdings
Limited
Walsin (China) Investment Co.,
Ltd.
Shanghai Walsin Lihwa Power
Wire & Cable Co., Ltd.
Dongguan Walsin Wire & Cable
Co., Ltd.
Jiangyin Walsin Steel Cable Co.,
Limited
Walsin International
Investments Limited
Nanjing Taiwan Trade Mart
Management Co., Ltd.
Walcom Chemicals Industrial
Limited
Subsidiaries
of Concord
Industries
Limited
Jiangyin Walsin Specialty Alloy
Materials Co., Ltd.
Walsin Specialty Steel Corp
Changshu Walsin Specialty Steel
Co., Ltd.
Yantai Walsin Stainless Steel
Co., Ltd.
XiAn Walsin Metal Product Co.,
Ltd.
Borrego Energy Holdings, LLC
Borrego Energy, LLC
Cleanleaf Energy Holdings, Inc.
Walsin America, LLC (Note 3)
Subsidiary of
Walsin
America,
LLC.
Ace Result Limited
P.T Walsin Lippo Kabel
Walsin Singapore Pte. Ltd.(Note 4)
Subsidiary of
Walsin
PT Sunny Metal Industry
PT Walhsu Metal Industry
40,313,329 202,865,082 62,054,767 140,810,315 83,321,352
20,838,965 10,995,096
3,112,737
23,951,702
83,825
4,041,947
-377,222
5,134,316
281,243
2,413,413
20,398,163 16,370,967
4,027,196
35,796
-83,858
-208,895
1.32
N/A
N/A
479,827
1,638,387
397,364
1,241,023
2,841,247
6,133
36,375
N/A
798,330
2,137,048
710,437
1,426,611
6,966,982
-80,388
-34,993
N/A
614,100
1,687,913
959,662
728,251
1,159,827
-184,319
-101,194
N/A
14,938,706
16,698,486
198,988
16,499,498
0
-30,842
506,162
N/A
30,705
4,049
522,409
-518,360
1,877
-2,813
-8,336
N/A
1,965
1
68,701
-68,700
0
0
0
N/A
N/A
N/A
N/A
N/A
1,504,545
3,184,351
2,005,473
1,178,878
2,014,743
14,359
-588,722
2,545,230
1,345,602
650
1,344,952
0
-71
272,968
2,978,385
3,391,424
2,091,207
1,300,217
4,427,943
374,025
273,984
10,288,171
23,387,194 20,782,274
2,604,920 16,525,301
-1,339,805
-1,452,987
N/A
1,699,522
2,496,378
1,940,832
1,940,832
819
792,027
-791,208
0
-905
-11,931
1,780,176
0
1,773,961
2,298,073
524,112
2,298,073
-517,897
-524,112
-524,112
5,037,005
0
5,037,005
-177,897
0
-173,345
-372,662
-507,325
-507,325
0
0
0
0
0
0
0
1,373,742
131,571
22,506,765
3,070,500
291,698
2,705,878
18,465
0
1,647
44,965,354 10,676,712
20,209,877 15,398,865
2,494,474
2,786,878
2,705,878
16,818
0
0
34,288,642 31,605,016
4,811,012 22,898,502
0
292,404
-498
-2,288
1,851,825
2,851,152
-436
239,169
-823
1,828,397
1,792,975
717
N/A
N/A
N/A
N/A
N/A
N/A
(0.67)
N/A
N/A
N/A
429
Earnings
(Loss)
Per
Share
(NT$)
N/A
-0.21
0.15
N/A
N/A
N/A
Special Disclosures
Entity
Capital
Stock
Total
Assets
Total
Liabilities
Net Worth
Sales
Operating
Income
(loss)
Net
Income
(loss)
PT Walsin Research Innovation
Indonesia
Singapore
Pte. Ltd.
Walsin Energy Cable System Co., Ltd.
Walsin Info-Electric Corp.
P.T. Walsin Lippo Industries
Chin-Cherng Construction Co. (Note 5)
Subsidiaries
of Chin-
Cherng
Construction
Co.
Joint Success Enterprises
Limited
Walsin (Nanjing) Development
Limited
Nanjing Walsin Property
Management Co., Ltd.
Min Maw Precision Industry Corp.
Waltuo Green Resources Corp.
PT Walsin Nickel Industrial Indonesia
Walsin Precision Technology Sdn. Bhd.
Walsin Lihwa Europe S.a r.l. (Note 6)
Subsidiaries
of Walsin
Lihwa
Europe S.a
r.l.
MEG S.A.
Cogne Acciai Speciali S.p.A.
(Note 7)
42,987
46,413
9,911
36,502
4,038
-5,718
-5,663
3,000,000
300,000
460,575
5,340,994
4,554,488
350,133
1,540,961
1,601,279
171
139,953
20,078,921 10,393,794
2,953,209
349,962
1,401,008
9,685,127
0
0
986,055
1,309,421
-55,486
-566
99,070
-432,587
-45,479
4,645
95,216
-179,331
1,336,282
8,579,310
57,711
8,521,599
0
-1,413
-388,159
1,535,250
18,920,470 10,343,544
8,576,926
1,197,711
-558,534
-547,393
N/A
4,335
38,679
60,438
-21,759
160,895
-3,886
-3,961
348,371
18,283
3,070,500
260,071
408
3,126
729,532
16,374
15,675,087
605,089
316,419
7,122
727,401
53,173
34,429,281 19,220,979
2,159
14,215,395
413,113
9,252
56,570
12,309
14,947,685 17,654,006
636,456
15,208,302 27,672,463
0
14,213,236
551,917
37,069
-10,532
2,995,395
9,771
200,275
-3,066
24,677
-8,409
2,855,856
13,211
639,873
906,305
N/A
-4.60
N/A
N/A
N/A
N/A
N/A
13,781,031
34,476,966 16,094,145
18,382,821 27,672,463
227,664
1,105,020
N/A
Note 1: The assets, liabilities and net income/loss of Walsin Lihwa Holdings Limited include its subsidiaries’.
Note 2: The assets, liabilities and net income/loss of Concord Industries Limited include its subsidiaries’.
Note 3: The assets, liabilities and net income/loss of Walsin America, LLC include its subsidiaries’.
Note 4: The assets, liabilities and net income/loss of Walsin Singapore Pte. Ltd. include its subsidiaries’.
Note 5: The assets, liabilities and net income/loss of Chin-Cherng Construction Co. include its subsidiaries’.
Note 6: The assets, liabilities and net income/loss of Walsin Lihwa Europe S.A.R.L. include its subsidiaries’.
Note 7: The assets, liabilities and net income/loss of Cogne Acciai Speciali S.p.A. include its subsidiaries’.
Note 8: The currency exchange rates were as follows:
2023/12/31 US$/NT$=1: 30.705 (exchange rate for profit/loss entries: US$/NT$ =1:31.154)
2023/12/31 RMB/NT$=1: 4.33524 (exchange rate for profit/loss entries: RMB/NT$=1:4.41546)
2023/12/31 EUR/NT$=1: 33.98 (exchange rate for profit/loss entries: RMB/NT$=1:33.69722)
2023/12/31 HKD/NT$=1:3.929
2.
3.
Progress of private placement of securities during the latest year and up to the date of annual report
publication: None
The subsidiaries’ shareholding or disposal of the company’s shares during the latest year and up to the
date of annual report publication: None
4. Other supplemental information: None
5.
Corporate events with material impact on shareholders' equity or stock prices set forth in Subparagraph
2, Paragraph 2, Article 36 of the Securities and Exchange Act during the most recent year and up to the
annual report publication date: None.
430
Walsin Lihwa Corporation
Yu-Lon Chiao
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